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Exhibit 4.5  






ENBRIDGE ENERGY PARTNERS, L.P.,  


 as Issuer,  


 ANY SUBSIDIARY GUARANTORS

PARTIES HERETO,  


 as Subsidiary Guarantors,  


 and  


 SUNTRUST BANK,  


 as Trustee  


 INDENTURE  


 Dated as of May 27, 2003  


 Debt Securities  










  



 
 

CROSS-REFERENCE TABLE    
    



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





N.A.
means Not Applicable

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


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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	 	10
	Section 2.06.	 	Denomination of Debt Securities	 	12
	Section 2.07.	 	Registration of Transfer and Exchange	 	12
	Section 2.08.	 	Temporary Debt Securities	 	13
	Section 2.09.	 	Mutilated, Destroyed, Lost or Stolen Debt Securities	 	13
	Section 2.10.	 	Cancellation of Surrendered Debt Securities	 	14
	Section 2.11.	 	Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders	 	14
	Section 2.12.	 	Payment of Interest; Interest Rights Preserved.	 	14
	Section 2.13.	 	Securities Denominated in Dollars	 	15
	Section 2.14.	 	Wire Transfers	 	15
	Section 2.15.	 	Securities Issuable in the Form of a Global Security	 	15
	Section 2.16.	 	Medium Term Securities	 	17
	Section 2.17.	 	Defaulted Interest	 	17
	Section 2.18.	 	CUSIP and Corresponding "ISIN" Numbers	 	18
	

ARTICLE III

REDEMPTION OF DEBT SECURITIES
	

Section 3.01.	
 	

Applicability of Article	
 	

18
	Section 3.02.	 	Notice of Redemption; Selection of Debt Securities	 	18
	Section 3.03.	 	Payment of Debt Securities Called for Redemption	 	20
	Section 3.04.	 	Mandatory and Optional Sinking Funds	 	20
	Section 3.05.	 	Redemption of Debt Securities for Sinking Fund	 	21
	 	 	 	 	 



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ARTICLE IV

PARTICULAR COVENANTS OF THE PARTNERSHIP
	

Section 4.01.	
 	

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

22
	Section 4.02.	 	Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities	 	22
	Section 4.03.	 	Appointment to Fill a Vacancy in the Office of Trustee	 	23
	Section 4.04.	 	Duties of Paying Agents, etc.	 	23
	Section 4.05.	 	SEC Reports; Financial Statements	 	23
	Section 4.06.	 	Compliance Certificate	 	24
	Section 4.07.	 	Further Instruments and Acts	 	24
	Section 4.08.	 	Existence	 	24
	Section 4.09.	 	Maintenance of Properties	 	24
	Section 4.10.	 	Payment of Taxes and Other Claims	 	25
	Section 4.11.	 	Limitations on Liens	 	25
	Section 4.12.	 	Restriction of Sale-Leaseback Transaction	 	26
	Section 4.13.	 	Waiver of Certain Covenants	 	27
	

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	
 	

27
	Section 5.02.	 	Communications to Holders	 	28
	Section 5.03.	 	Reports by Trustee	 	28
	Section 5.04.	 	Record Dates for Action by Holders	 	28
	

ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT
	

Section 6.01.	
 	

Events of Default	
 	

28
	Section 6.02.	 	Collection of Debt by Trustee, etc.	 	30
	Section 6.03.	 	Application of Moneys Collected by Trustee	 	31
	Section 6.04.	 	Limitation on Suits by Holders	 	32
	Section 6.05.	 	Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default	 	32
	Section 6.06.	 	Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default	 	33
	Section 6.07.	 	Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances	 	33
	Section 6.08.	 	Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee	 	33
	 	 	 	 	 





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ARTICLE VII

CONCERNING THE TRUSTEE
	

Section 7.01.	
 	

Certain Duties and Responsibilities	
 	

34
	Section 7.02.	 	Certain Rights of Trustee	 	34
	Section 7.03.	 	Trustee Not Liable for Recitals in Indenture or in Debt Securities	 	36
	Section 7.04.	 	Trustee, Paying Agent or Registrar May Own Debt Securities	 	36
	Section 7.05.	 	Moneys Received by Trustee to Be Held in Trust	 	36
	Section 7.06.	 	Compensation and Reimbursement	 	36
	Section 7.07.	 	Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically Prescribed	 	37
	Section 7.08.	 	Separate Trustee; Replacement of Trustee	 	37
	Section 7.09.	 	Successor Trustee by Merger	 	38
	Section 7.10.	 	Eligibility; Disqualification	 	38
	Section 7.11.	 	Preferential Collection of Claims Against Partnership	 	39
	

ARTICLE VIII

CONCERNING THE HOLDERS
	

Section 8.01.	
 	

Evidence of Action by Holders	
 	

39
	Section 8.02.	 	Proof of Execution of Instruments and of Holding of Debt Securities	 	39
	Section 8.03.	 	Who May Be Deemed Owner of Debt Securities	 	39
	Section 8.04.	 	Instruments Executed by Holders Bind Future Holders	 	39
	

ARTICLE IX

SUPPLEMENTAL INDENTURES
	

Section 9.01.	
 	

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

40
	Section 9.02.	 	Modification of Indenture with Consent of Holders of Debt Securities	 	41
	Section 9.03.	 	Effect of Supplemental Indentures	 	42
	Section 9.04.	 	Debt Securities May Bear Notation of Changes by Supplemental Indentures	 	43
	

ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	

Section 10.01.	
 	

Consolidations and Mergers of the Partnership	
 	

43
	Section 10.02.	 	Rights and Duties of Successor Partnership	 	43
	

ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS
	

Section 11.01.	
 	

Applicability of Article	
 	

44
	Section 11.02.	 	Satisfaction and Discharge of Indenture; Defeasance	 	44
	Section 11.03.	 	Conditions of Defeasance	 	45
	Section 11.04.	 	Application of Trust Money	 	46
	Section 11.05.	 	Repayment to Partnership	 	46
	Section 11.06.	 	Indemnity for U.S. Government Obligations	 	46
	Section 11.07.	 	Reinstatement	 	46
	

ARTICLE XII

[RESERVED]
	 	 	 	 	 



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ARTICLE XIII

MISCELLANEOUS PROVISIONS
	

Section 13.01.	
 	

Successors and Assigns of Partnership Bound by Indenture	
 	

46
	Section 13.02.	 	Acts of Board, Committee or Officer of Successor Partnership Valid	 	46
	Section 13.03.	 	Required Notices or Demands	 	47
	Section 13.04.	 	Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York	 	47
	Section 13.05.	 	Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Partnership	 	48
	Section 13.06.	 	Payments Due on Legal Holidays	 	48
	Section 13.07.	 	Provisions Required by TIA to Control	 	48
	Section 13.08.	 	Computation of Interest on Debt Securities	 	48
	Section 13.09.	 	Rules by Trustee, Paying Agent and Registrar	 	48
	Section 13.10.	 	No Recourse Against Others	 	48
	Section 13.11.	 	Severability	 	49
	Section 13.12.	 	Effect of Headings	 	49
	Section 13.13.	 	Indenture May Be Executed in Counterparts	 	49
	

ARTICLE XIV

GUARANTEE
	

Section 14.01.	
 	

Unconditional Guarantee	
 	

49
	Section 14.02.	 	Execution and Delivery of Notation of Guarantee	 	50
	Section 14.03.	 	Limitation on Subsidiary Guarantors' Liability	 	51
	Section 14.04.	 	Release of Subsidiary Guarantors from Guarantee	 	51
	Section 14.05.	 	Subsidiary Guarantor Contribution	 	52
	

Annex A, Notation of Guarantee	
 	

A-1




v









        THIS INDENTURE dated as of May 27, 2003 is among Enbridge Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), any subsidiary guarantors parties hereto from
time to time (the "Subsidiary Guarantors"), and SunTrust Bank, a Georgia bank and trust company, as trustee (the "Trustee"). 


        RECITALS
OF THE PARTNERSHIP AND THE SUBSIDIARY GUARANTORS 


        The
Partnership has 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 each Subsidiary Guarantor that may become a party to this
Indenture will duly authorize the Guarantee of the Debt Securities, as in this Indenture provided. 



        The
Partnership and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the
issuance of the Debt Securities. Accordingly, each 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, 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 and the Trustee covenant and agree with each other, for the benefit of the respective Holders from time to time of the Debt
Securities or any series thereof, as follows: 


 
 

ARTICLE I
  DEFINITIONS AND INCORPORATION BY REFERENCE    
    


        Section 1.01.    Definitions.    


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


        "Agent"
means any Registrar or paying agent. 


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


        "Board
of Directors" means the Board of Directors of the General Partner 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). 


        "Consolidated
Net Tangible Assets" means, at any date of determination, the total amount of assets after deducting therefrom (1) all current liabilities (excluding (A) any
current liabilities that by their terms are extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being
computed, and (B) current maturities of long-term debt), and (2) the amount (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the Partnership and its consolidated subsidiaries for the Partnership's most recently completed fiscal quarter, prepared in
accordance with GAAP. 


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


        "Debt"
means any obligation created or assumed by any Person for the repayment of money borrowed, any purchase money obligation created or assumed by such Person and any guarantee of the
foregoing. 


        "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. 


        "First
Mortgage Notes" means the 9.15% First Mortgage Notes due 2011 of Enbridge Energy, Limited Partnership, a Delaware limited partnership. 



        "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. 


        "Funded
Debt" means all Debt maturing one year or more from the date of the creation thereof, all Debt directly or indirectly renewable or extendible, at the option of the debtor, by its
terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, and all Debt under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of one year or more. 


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


        "General
Partner" means Enbridge Energy Company, Inc., a Delaware corporation, and its successors as general partner of the Partnership or Enbridge Energy Management, L.L.C., a
Delaware limited liability company, as the delegate of the power to manage and control the business and affairs 


2





 



of
the Partnership pursuant to the Delegation of Control Agreement, dated October 17, 2001, among Enbridge Energy Management, L.L.C. and the General Partner, as the same may be amended from
time to time, and successors of Enbridge Energy Management, L.L.C. as delegate of the General Partner. 


        "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. 


        "Hedging
Obligations" means, with respect to any Person, the net obligations (not the notional amount) of such Person under interest rate and commodity price swap agreements, interest
rate and commodity price cap agreements, interest rate and commodity price collar agreements and foreign currency and commodity price exchange agreements, options or futures contracts or other similar
agreements or arrangements or hydrocarbon hedge contracts or hydrocarbon forward sale contracts, in each case designed to protect such Person against fluctuations in interest rates, foreign exchange
rates or commodity prices. 


        "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. 



        "Issue
Date" means the date on which Debt Securities of a particular series are initially issued under this Indenture. 


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


        "Lien"
means, as to any Person, any mortgage, lien, pledge, security interest or other encumbrance in or on, or adverse interest or title of any vendor, lessor, lender or other secured
party to or of such Person under conditional sale or other title retention agreement or capital lease with respect to, any property or asset of such Person. 


3





 



        "Officer"
means, with respect to a Person, the Chairman of the Board, the President, any Vice President (whether unmodified or prefaced by "Senior," "Assistant" or otherwise), the
Treasurer, any Assistant Treasurer, Controller, Secretary, or any Assistant Secretary of such Person. 



        "Officers'
Certificate" means a certificate signed by two Officers of the 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 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. 


4





 



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



        "Partnership
Order" means a written request or order signed in the name of the Partnership by the Chairman of the Board, the President or a Vice President of the 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. 


        "Permitted
Liens" means (1) Liens upon rights-of-way for pipeline purposes; (2) any statutory or governmental Lien, mechanics', materialmen's,
carriers' or similar Lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined Lien which is
incidental to construction; (3) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision
of law, to purchase or recapture or to designate a purchaser of, any property or assets; (4) Liens for taxes and assessments which are (A) for the then current year, (B) not at
the time delinquent, or (C) delinquent but the validity of which is being contested at the time by the Partnership or any Restricted Subsidiary in good faith; (5) Liens arising under, or
to secure performance of, leases, other than capital leases; (6) any Lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining
indemnity or stay of judicial proceedings; (7) any Lien upon property or assets acquired or sold by the Partnership or any Restricted Subsidiary resulting from the exercise of any rights
arising out of defaults on receivables; (8) any Lien incurred in the ordinary course of business in connection with workmen's compensation, unemployment insurance, temporary disability, social
security, retiree health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations; (9) any Lien upon any property or assets in accordance with
customary banking practice to secure any Debt incurred by the Partnership or any Restricted Subsidiary in connection with the exporting of goods to, or between, or the marketing of goods in, or the
importing of goods from, foreign countries; (10) any Lien in favor of the United States of America or any state thereof, or any other country, or any political subdivision of any of the
foregoing, to secure partial, progress, advance or other payments pursuant to any contract or statute, or any Lien securing industrial development, pollution control or similar revenue bonds; or
(11) any easements, exceptions or reservations in any property or assets of the Partnership or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of
oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the
ordinary conduct of its business or the business of the Partnership and its Subsidiaries, taken as a whole. 



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


        "Principal
Property" means (1) any pipeline or terminal property or asset owned or leased by the Partnership or any Subsidiary, including any related property or asset employed in
the transportation (including vehicles that generate transportation revenues), distribution, terminalling, gathering, treating, processing, marketing or storage of crude oil or refined petroleum
products, natural gas, natural gas liquids, fuel additives or petrochemicals, which property or assets are located in the United States or Canada and (2) any processing or manufacturing plant
or terminal owned or leased by the Partnership or any Subsidiary that is located within the United States or Canada, except, in the case of either clause (1) or (2), (A) any property or
asset consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles (but excluding vehicles that
generate transportation revenues as provided in clause (1)), and (B) any such property or asset, plant or terminal which, in the opinion of the Board of Directors is not material in
relation to the activities of the Partnership and its Subsidiaries, taken as a whole. 


5





 

        "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. 


        "Restricted
Subsidiary" means any Subsidiary of the Partnership owning or leasing, directly or indirectly through ownership in another Subsidiary, any Principal Property. 


        "Sale-Leaseback
Transaction" means the sale or transfer by the Partnership or any Restricted Subsidiary of any Principal Property to a Person (other than the Partnership or a
Restricted Subsidiary) and the taking back by the Partnership or any Restricted Subsidiary, as the case may be, of a lease of such Principal Property. 


        "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"
means, with respect to any Person, 



	(1)
	any
other Person of which more than 50% of the total voting power of capital interests (without regard to any contingency to vote in the election of directors, managers, trustees, or
equivalent persons), at the time of such determination, is owned or controlled, directly or indirectly, by such Person or one or more of the Subsidiaries of such Person;



	(2)
	in
the case of a partnership, any Person of which more than 50% of the partners' capital interests (considering all partners' capital interests as a single class), at the time of such
determination, is owned or controlled, directly or indirectly, by such Person or one or more of the Subsidiaries of such Person; or



	(3)
	any
other Person in which such Person or one or more of the Subsidiaries of such Person have the power to control, by contract or otherwise, the board of directors, managers, trustees
or equivalent governing body of, or otherwise control, such other Person. 




        "Subsidiary
Guarantors" means the Person or Persons named as the "Subsidiary Guarantors" on the signature pages of this instrument, or a supplement hereto, 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, and any other Subsidiary of
the Partnership who may execute this instrument, or a supplement hereto, for the purpose of providing a Guarantee of Debt Securities pursuant to this Indenture. 


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


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


6





 



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


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



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


        Section 1.02.    Other Definitions.    



	Term
 
	 	Defined in Section

	"Debt Security Register"	 	2.07
	"Defaulted Interest"	 	2.17
	"Event of Default"	 	6.01
	"Funding Guarantor"	 	14.05
	"Guarantee"	 	14.01
	"Place of Payment"	 	2.03
	"Registrar"	 	2.07
	"Successor Partnership"	 	10.01






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


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



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


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


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


        (c)   "or"
is not exclusive; 



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


        (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 


7





 

Indenture
entered into in accordance with Article IX, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with any law or with any rules
made pursuant thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be
determined by the officers executing such Debt Securities as evidenced by their execution of the Debt Securities. 


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


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


TRUSTEE'S
CERTIFICATE OF AUTHENTICATION 


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



	

 	
 	

SUNTRUST BANK,
 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 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; 


8





 



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


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


        (g)   whether
Debt Securities of the series are entitled to the benefits of 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); 


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


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


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


        (q)   if
the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for other individual Debt Securities in definitive registered form; 


9





 



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 the Secretary,
an Assistant Secretary, a Treasurer or an Assistant Treasurer of the General Partner. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future
such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the 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. 


        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 to the Trustee for authentication Debt Securities of any series executed by the Partnership, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon a Partnership Order. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to
such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: 


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


10





 



        (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 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. 


11









  





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


        Section 2.07.    Registration of Transfer and Exchange.    


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


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


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


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


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



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


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



        Prior
to the due presentation for registration of transfer of any Debt Security, the Partnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and
treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any,
and (subject to 


12





 



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 (i) any
aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security, (ii) maintaining, supervising or reviewing any records relating to such
beneficial ownership interests, (iii) any failure of the Depositary for such Global Security to process any notices to Holders required or permitted hereunder, (iv) any selection of
beneficial ownership interests to be redeemed in connection with any redemption hereunder or (v) any other action taken by such Depositary for or on behalf of the owners of such beneficial
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. 


        Section 2.09.    Mutilated, Destroyed, Lost or Stolen Debt Securities.    If (a) any mutilated Debt
Security is surrendered to the Trustee at its corporate trust office or (b) the Partnership and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Debt
Security, and there is delivered to the Partnership and the Trustee such security or indemnity as may be required by them to save each of them and any paying agent harmless, and neither the
Partnership nor the Trustee receives notice that such Debt Security has been acquired by a bona fide purchaser, then the Partnership shall execute and, upon a Partnership Order, the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new Debt Security of the same series of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding. Upon the issuance of any substituted Debt Security, the Partnership or the Trustee may require the payment of a sum sufficient to cover any
tax, fee, assessment or other 


13





 



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, upon request, a certification of their destruction shall be delivered to the Partnership. 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, together with written instructions
to cancel the same. The Partnership may not issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation except as expressly permitted by any
of the provisions of this Indenture. 


        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, any Persons indemnified pursuant to Section 7.06, 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, any such indemnified Persons, 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, 


14





 



if
provided pursuant to Section 2.03 and in accordance with arrangements satisfactory to the Trustee, at the option of the Holder by wire transfer to an account designated by the Holder. 


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


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


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


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



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


        "UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE 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 


15





 



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 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. 




16





 





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 the form of a Global Security registered in the name of the Depositary or its nominee will be payable to the
Depositary or such nominee in its capacity as the registered owner of such Global Security. The Partnership and the Trustee may treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Partnership, the Trustee, any Registrar, the paying
agent or any agent of the Partnership or the Trustee will have any responsibility or liability for 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 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 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 written order of Persons designated in such written order, and that such Persons are
authorized to determine, consistent with the Officers' Certificate, supplemental Indenture or resolution of the Board of Directors relating to such written order, such terms and conditions of such
Debt Securities as are specified in such Officers' Certificate, supplemental Indenture or such resolution. 



        Section 2.17.    Defaulted Interest.    Any interest on any Debt Security of a particular series which is
payable, but is not punctually paid or duly provided for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder thereof on the relevant record date by virtue of having 


17





 



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 Corresponding "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" or "ISIN" numbers. 


 
 

ARTICLE III
  REDEMPTION OF DEBT SECURITIES    
    


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


        Section 3.02.    Notice of Redemption; Selection of Debt Securities.    In case the 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 


18





 



Securities
of such series so to be redeemed as a whole or in part, in the manner provided in Section 13.03. The notice if given in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. 



        Each
such notice of redemption shall specify (i) the 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 provisions 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 the giving of any notice of redemption, unless the Trustee consents to a shorter period, the Partnership shall give written notice to the Trustee of the
Redemption Date, the principal amount of Debt Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Partnership to the effect that such redemption will comply with the conditions herein, and such notice may be revoked at any time prior
to the giving of a notice of redemption to the Holders pursuant to this Section 3.02. If fewer than all the Debt Securities of a series are to be redeemed, the record date relating to such
redemption shall be selected by the Partnership and given in writing to the Trustee, which record date shall be not less than three days after the date of notice to the Trustee. 


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



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


19





 



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. 



        Notwithstanding
anything else contained in this Section 3.02, the parties acknowledge and agree that any partial redemption of a Global Security will be made by the Depositary
among the holders of the beneficial interests therein in accordance with the rules and regulations of the Depositary and that the Trustee shall have no liability in connection with the selection of
beneficial interests in the Global Security in connection with any such redemption or any other actions taken by the Depository in connection therewith, and by accepting the Debt Securities, the
Holders shall waive and release any and all such liability. 


        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 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 


20





 



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


        Section 3.05.    Redemption of Debt Securities for Sinking Fund.    Not less than 60 days prior to each
sinking fund payment date for any series of Debt Securities, the Partnership will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, any resolution or supplemental Indenture, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to this Section 3.05 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Partnership intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall also state that no Event
of Default has occurred and is continuing with respect to such series. Such certificate shall be irrevocable and upon its delivery the Partnership shall be obligated to make the cash payment or
payments therein referred to, if any, by 11 a.m., New York City time, on the next succeeding sinking fund payment date. Failure of the Partnership to deliver such certificate (or to deliver the
Debt Securities specified in this paragraph) shall not constitute a Default, but such failure shall require that the sinking fund payment due on the next succeeding sinking fund
payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the
option to deliver or credit Debt Securities as provided in this Section 3.05 and without the right to make any optional sinking fund payment, if any, with respect to such series. 


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


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


21









  





        The Trustee shall not redeem any Debt Securities of a series with sinking fund moneys or mail any notice of redemption of such Debt Securities by operation of the sinking fund for such
series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall
redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of such Debt Securities; provided, however, that in case such Default or Event of Default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Debt Securities on which such moneys may be applied pursuant to the provisions of this
Section 3.05. 


 
 

ARTICLE IV
  PARTICULAR COVENANTS OF THE 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 Debt Securities 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 in Dollars 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 each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of such series may
be presented or surrendered for payment, and it shall also maintain (in or outside such Place of Payment) an office or agency where Debt Securities of such series may be surrendered for transfer or
exchange and where notices and demands to or upon the Partnership in respect of the Debt Securities of such series and this Indenture may be served. Initially, such office or agency shall be c/o
Computershare Trust Company, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005. The Partnership will give prompt written notice to the Trustee of any change in the location of
such office or agency. If at any time the Partnership shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the office of the Trustee where its corporate trust business is principally administered in the United States, and the Partnership hereby
appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. 


        The
Partnership may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from
time to time 


22





 



rescind
any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Partnership of its obligations described in the preceding paragraph. The
Partnership will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or
agency. 


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


        Section 4.04.    Duties of Paying Agents, etc.    


        (a)   The
Partnership shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section 4.04, 



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


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


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




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



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


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


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


        Section 4.05.    SEC Reports; Financial Statements.    



        (a)   The
Partnership shall, so long as any of the Debt Securities are Outstanding, file with the Trustee, within 15 days after it files the same with the SEC, copies
of the annual reports and the 


23





 



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



        (b)   The
Partnership shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee within 30 days after the occurrence of any Default or Event
of Default under this Indenture, an Officers' Certificate specifying such Default or Event of Default, the status thereof and what 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 Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business
of the Partnership. 


        Section 4.09.    Maintenance of Properties.    The Partnership shall cause all properties owned by the
Partnership or any of its Subsidiaries or used or held for use in the conduct of its business or the business of any such Subsidiary to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all
as in the judgment of the Partnership may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this
Section shall 


24





 



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.    Limitations on Liens.    The Partnership will not, nor will it permit any Subsidiary to,
create, assume, incur or suffer to exist any Lien upon any Principal Property or upon any capital stock of any Restricted Subsidiary, whether owned or leased on the date of this Indenture or
thereafter acquired, to secure any Debt of the Partnership or any other Person (other than the Debt Securities issued hereunder), without in any such case making effective provision whereby all of the
Debt Securities Outstanding hereunder shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured. This restriction shall not apply to: 


        (a)   any
Lien upon any property or assets of the Partnership or any Restricted Subsidiary in existence on the date of this Indenture or created pursuant to an "after-acquired
property" clause or similar term in existence on the date of this Indenture in any mortgage, pledge agreement, security agreement or other similar instrument applicable to the Partnership or any
Restricted Subsidiary and in existence on the date of this Indenture; 


        (b)   any
Lien upon any property or assets created at the time of acquisition of such property or assets by the Partnership or any Restricted Subsidiary or within one year
after such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or
within one year of such acquisition; 


        (c)   any
Lien upon any property or assets existing thereon at the time of the acquisition thereof by the Partnership or any Restricted Subsidiary (whether or not the
obligations secured thereby are assumed by the Partnership or any Restricted Subsidiary), provided that such Lien only encumbers the property or assets so acquired; 


        (d)   any
Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise, provided
that such Lien is not incurred in anticipation of such Person becoming a Restricted Subsidiary; 



        (e)   any
Lien securing Hedging Obligations of the Partnership or a Restricted Subsidiary up to an aggregate net amount at any time outstanding equal to the sum of
$25.0 million plus 1% of Consolidated Net Tangible Assets; 


        (f)    any
Lien upon property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to, at
the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any
such purpose; 


        (g)   any
Lien in favor of the Partnership or any Restricted Subsidiary; 


        (h)   any
Lien created or assumed by the Partnership or any Restricted Subsidiary in connection with the issuance of Debt the interest on which is excludable from gross income
of the holder of such Debt pursuant to the Internal Revenue Code of 1986, as amended, or any successor statute, for the 


25





 



purpose
of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Partnership or any Subsidiary; 


        (i)    Permitted
Liens; 


        (j)    any
Lien upon any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property
or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or assets permitted by Clauses (a) through
(i), inclusive, of this Section; or 


        (k)   any
extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements) of any Lien, in whole or in
part, that is referred to in Clauses (a) through (j), inclusive, of this Section, or of any Debt secured thereby; provided, however, that the principal amount of Debt secured thereby shall not
exceed the greater of (1) the principal amount of Debt so secured at the time of such extension, renewal, refinancing, refunding or replacement (plus the aggregate amount of premiums, other
payments, costs and expenses required to be paid or incurred in connection with such extension, renewal, refinancing, refunding or replacement) and (2) the maximum committed principal amount of
Debt so secured at such time; provided further, however, that such extension, renewal, refinancing, refunding or replacement shall be limited to all or a part of the property or assets (including
improvements, alterations and repairs on such property or assets) subject to the Lien so extended, renewed, refinanced, refunded or replaced (plus improvements, alterations and repairs on such
property or assets). 


        Notwithstanding
the foregoing provisions of this Section, the Partnership may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon any
Principal Property or capital stock of a Restricted Subsidiary to secure Debt of the Partnership or any other Person (other than the Debt Securities) that is not excepted by Clauses (a) through
(k), inclusive, of this Section without securing the Debt Securities issued hereunder, provided that the aggregate principal amount of all Debt then outstanding secured by such Lien and all other
Liens not excepted by Clauses (a) through (k), inclusive, of this Section (but subject the inclusion specified in the proviso following Clauses (1) and (2) below), together with
all net sale proceeds from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by Clauses (a) through (d), inclusive, of Section 4.12),
does not exceed at any one time the greater of: 



	(1)
	the
amount of Debt then outstanding under the First Mortgage Notes plus 2% of Consolidated Net Tangibles Assets, and



	(2)
	10%
of Consolidated Net Tangible Assets; 




provided
that, for purposes of both of Clauses (1) and (2) above, the amount of any Debt then outstanding that is secured by one or more Liens under the mortgage securing the First
Mortgage Notes shall be considered as Debt incurred pursuant to a Lien that is not excepted by Clauses (a) through (k), inclusive, of this Section 4.11. 


        Section 4.12.    Restriction of Sale-Leaseback Transaction.    The Partnership will not, nor will
it permit any Restricted Subsidiary to, engage in a Sale-Leaseback Transaction, unless: 



        (a)   such
Sale-Leaseback Transaction occurs within one year from the date of acquisition of the Principal Property subject thereto or the date of the completion
of construction or commencement of full operations on such Principal Property, whichever is later; 


        (b)   the
Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; 


        (c)   the
Partnership or such Restricted Subsidiary would be entitled under Section 4.11 to incur Debt secured by a Lien on the Principal Property subject to such
Sale-Leaseback Transaction in a 


26





 



principal
amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without equally and ratably securing the Debt Securities; or 


        (d)   the
Partnership or such Restricted Subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an
amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (1) the prepayment, repayment, redemption or retirement of any unsubordinated Funded Debt of the
Partnership or any Funded Debt of a Subsidiary of the Partnership, or (2) investment in another Principal Property. 


        Notwithstanding
the foregoing provisions of this Section, the Partnership may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not
excepted by Clauses (a) through (d), inclusive, of this Section, provided that the net sale proceeds from such Sale-Leaseback Transaction, together with the aggregate principal
amount of then outstanding Debt (other than the Debt Securities) secured by Liens upon Principal Properties not excepted by Clauses (a) through (k), inclusive, of Section 4.11 (but
subject to the inclusion specified in the proviso following Clauses (1) and (2) below), do not exceed at any one time the greater of: 



	(1)
	the
amount of Debt then outstanding under the First Mortgage Notes plus 2% of Consolidated Net Tangible Assets, and



	(2)
	10%
of Consolidated Net Tangible Assets; 




provided
that, for purposes of both of Clauses (1) and (2) above, the amount of any Debt then outstanding that is secured by one or more Liens under the mortgage securing the First
Mortgage Notes shall be considered as Debt incurred pursuant to a Lien that is not excepted by Clauses (a) through (k), inclusive, of Section 4.11. 


        Section 4.13.    Waiver of Certain Covenants.    The Partnership and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to comply with any covenant set forth in this Article IV (except Sections 4.01 through 4.08) or made applicable to
such Debt Securities pursuant to Section 2.03, if, before or after the time for such compliance, the Holders of at least a majority in principal amount of the Outstanding Debt Securities of
each series affected, waive such compliance in such instance with such covenant, but no such waiver shall extend to or affect such covenant except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Partnership and the Subsidiary Guarantors and the duties of the Trustee in respect of any such covenant shall remain in full force and effect. 


 
 

ARTICLE V
  HOLDERS' LISTS AND REPORTS BY THE TRUSTEE    
    


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



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


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



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


27





 



        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 



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


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



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


 
 

ARTICLE VI
  REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT    
    



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


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


28





 



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


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


        (d)   failure
on the part of the Partnership, or if any series of Debt Securities Outstanding under this Indenture is entitled to the benefits of the Guarantee, any of the
Subsidiary Guarantors, duly to observe or perform any other of the covenants or agreements on the part of the Partnership, or if applicable, any of the Subsidiary Guarantors, in the Debt Securities of
that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in this Indenture with respect to such series or in any supplemental Indenture with
respect to such series (other than a covenant a default in the performance of which is elsewhere in this Section specifically dealt with), continuing for a period of 60 days after the date on
which written notice specifying such failure and requiring the Partnership, or if applicable, the Subsidiary Guarantors, to remedy the same shall have been given to the Partnership, or if applicable,
the Subsidiary Guarantors, by the Trustee or to the Partnership, or if applicable, the Subsidiary Guarantors, and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt
Securities of that series at the time Outstanding; or 


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



        (i)    commences
a voluntary case, 


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


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


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




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



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


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



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




and
the order or decree remains unstayed and in effect for 90 days; 


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


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


29









  





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 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 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 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 moneys adjudged or decreed to be
payable. 


        In
case there shall be pending proceedings for the bankruptcy or for the reorganization of any of the Subsidiary Guarantors or the Partnership or any other obligor upon the Debt
Securities of any series under any Bankruptcy Law, or in case a Custodian shall have been appointed for its property, or in case of any other similar judicial proceedings relative to any of the
Subsidiary Guarantors or the Partnership or any other obligor upon the Debt Securities of any series, its creditors or its property, the Trustee, irrespective of whether the principal of Debt
Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions
of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any,
and interest (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that 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 


30





 



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 gross negligence or bad faith) and of the Holders thereof allowed in any such judicial proceedings relative to any of the Subsidiary Guarantors or the
Partnership, or any other obligor upon the Debt Securities of such series, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such
claims, and to distribute all amounts received with respect to the claims of such Holders and of the Trustee on their behalf, and any receiver, assignee or trustee in bankruptcy or reorganization is
hereby authorized by each of such Holders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Holders, to pay to the Trustee
such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith. 


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


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


        Section 6.03.    Application of Moneys Collected by Trustee.    Any moneys or other property collected by the
Trustee pursuant to Section 6.02 with respect to Debt Securities of any series shall be applied, in the order following, at the date or dates fixed by the Trustee for the distribution of such
moneys or other property, upon presentation of the several Debt Securities of such series in respect of which moneys or other property have been collected, and the notation thereon of the payment, if
only partially paid, and upon surrender thereof if fully paid: 


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



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


        THIRD:
In case the principal of the Outstanding Debt Securities in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of
the whole amount then owing and unpaid upon the Debt Securities of such series for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the
extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by
the Debt Securities of such series; and, in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities of such series, then to the payment of
such principal and 


31





 



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 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. 


32





 



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


33





 


 
 

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)   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; and 


        (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; 




        (b)   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 


        (c)   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. 


        Notwithstanding
anything else herein contained, 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, 


34





 



bond,
debenture, note or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; 


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


        (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; 



        (i)    the
Trustee is not required to take notice or deemed to have notice of any Default or Event of Default hereunder with respect to a series of Debt Securities (other than
an Event of Default described in subsection (a), (b) or (c) of Section 6.01 with respect to such Debt Securities during any period the Trustee is also serving as a paying agent
for such Debt Securities), unless a Trust Officer has received notice in writing of such Event of Default from the Partnership or from the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities so affected, and in the absence of any such notice, the Trustee may conclusively assume that no Default or Event of Default exists; 


35





 



        (j)    the
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture; 


        (k)   the
Trustee's rights, powers, indemnities, immunities and protections from liability and its rights to indemnification in connection with the performance of its duties
under this Indenture shall extend to (1) the Trustee, whether serving in any other capacity hereunder, including without limitation, in the capacity of paying agent, or Registrar, and
(2) the Trustee's officers, directors, agents and employees. Such immunities and protections and rights to indemnification shall survive the Trustee's resignation or removal, the discharge of
this Indenture and final payment of the Debt Securities; 


        (l)    the
Trustee shall have no responsibility for any information in any offering document or other disclosure material distributed with respect to any series of Debt
Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Debt Securities, other than the filing of any documents
required to be filed by an indenture trustee pursuant to the TIA; and 


        (m)  notwithstanding
anything else herein contained, whenever any provision of this Indenture indicates that any confirmation of a condition or event is qualified by the
words "to the knowledge of" or "known to" the Trustee or other words of similar meaning, said words shall mean and refer to the current awareness of one or more Trust Officers who are located at the
principal office of the Trustee or who are otherwise responsible for administering the trusts created under this Indenture. 


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


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


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


        Section 7.06.    Compensation and Reimbursement.    The Partnership covenants and agrees to pay in Dollars to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), 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 


36





 



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 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 or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust or
trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional Debt hereunder and shall survive the satisfaction and discharge of this Indenture. The Partnership and the Holders agree that such additional Debt shall be secured by a Lien
prior to that of the Debt Securities upon all property and funds held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest
on, particular Debt Securities. 


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


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


        Section 7.08.    Separate Trustee; Replacement of Trustee.    The Partnership may, but need not, appoint a
separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series of Debt Securities at any time by giving notice to the Partnership. The
Holders of a majority in principal amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a
successor Trustee. The Partnership shall remove the Trustee if: 



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


        (b)   the
Trustee is adjudged bankrupt or insolvent; 


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


        (d)   the
Trustee otherwise becomes incapable of acting. 


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


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Partnership. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this 


37





 



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


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


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


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


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


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


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



        Section 7.10.    Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of
Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent filed 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. 


38





 



        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. 


 
 

ARTICLE VIII
  CONCERNING THE HOLDERS    
    


        Section 8.01.    Evidence of Action by Holders.    Whenever in this Indenture it is provided that the Holders
of a specified percentage in aggregate principal amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders in Person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any
meeting of Holders duly called and held in accordance with the provisions of Section 5.02, (c) by a combination of such instrument or instruments and any such record of such a meeting of
Holders or (d) in the case of Debt Securities evidenced by a Global Security, by any electronic transmission or other message, whether or not in written format, that complies with the
Depositary's applicable procedures. 


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


        Section 8.03.    Who May Be Deemed Owner of Debt Securities.    Prior to due presentment for registration of
transfer of any Debt Security, the Partnership, the Subsidiary Guarantors, the Trustee, any paying agent and any Registrar may deem and treat the Person in whose name any Debt Security shall be
registered upon the books of the Partnership as the absolute owner of such Debt Security (whether or not such Debt Security shall be registered in the name of a Depositary or 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 moneys 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 


39





 



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



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


 
 

ARTICLE IX
  SUPPLEMENTAL INDENTURES    
    


        Section 9.01.    Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders.
    The Partnership and any Subsidiary Guarantors, when authorized by resolutions of the Board of Directors, and the Trustee may from time to time and at any time, without the consent of
Holders, enter into an Indenture or Indentures supplemental hereto (which 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; 


40







  





        (c)   to cure any ambiguity, defect or inconsistency; 



        (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; 


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



        (h)   to
make any change that does not adversely affect the rights under the Indenture 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, powers, protections, privileges, indemnities, 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, any 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 any 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: 


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


41





 



        (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, other than in accordance with this Indenture; 


        (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 the Guarantee in any manner adverse to the Holders. 


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


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


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


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



        Section 9.03.    Effect of Supplemental Indentures.    Upon the execution of any supplemental Indenture
pursuant to the provisions of this Article 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, any 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. 


42





 



        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 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 the Guarantee shall continue to apply to the obligations under the Debt Securities and this Indenture; and (d) the Partnership shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition and such supplemental
Indenture (if any) comply with this Section 10.01 and any other applicable provisions of this Indenture. 


        Section 10.02.    Rights and Duties of Successor Partnership.    In case of any consolidation, amalgamation or
merger where the Partnership is not the continuing Person, or disposition of all or substantially all of the assets of the Partnership in accordance with Section 10.01, the Successor
Partnership shall succeed to and be substituted for the Partnership with the same effect as if it had been named herein as the respective party to this Indenture, and the predecessor entity shall be
released from all liabilities and obligations under this Indenture and the Debt Securities, except that no such release will occur in the case of a lease of all or substantially all of the
Partnership's assets. The Successor Partnership thereupon may cause to be signed, and may issue either in its own name or in the name of the Partnership, any or all the Debt Securities issuable
hereunder which theretofore shall not have been signed by 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 


43





 



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, conveyance, transfer, lease 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 MONEYS    
    



        Section 11.01.    Applicability of Article.    The provisions of this Article XI relating to discharge
or defeasance of Debt Securities shall be applicable to each series of Debt Securities except as otherwise specified pursuant to Section 2.03 for Debt Securities of such series. 


        Section 11.02.    Satisfaction and Discharge of Indenture; Defeasance.    


        (a)   If
at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore authenticated and delivered (other than
any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment
money has theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 11.05) or all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the Partnership shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at 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 if in either case the Partnership shall also pay or cause to be paid all other sums payable hereunder by the Partnership, then this
Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt
Securities of such series, and the Trustee, on demand of the Partnership accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Partnership, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series. 


        (b)   Subject
to Sections 11.02(c), 11.03 and 11.07, the Partnership at any time may terminate, with respect to Debt Securities of a particular series, all its obligations
under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series ("legal defeasance option") or the operation of (x) any covenant made applicable
to such Debt Securities pursuant to Section 2.03, (y) Sections 4.09, 4.10, 4.11, 4.12 and 6.01(g) and (h) and (z), as they relate to the Subsidiary Guarantors only, Sections
6.01(e) and (f) ("covenant defeasance option"). If the Partnership exercises either its legal defeasance option or its covenant defeasance option with respect to Debt Securities of a particular
series that are entitled to the benefit of the Guarantee, the Guarantee will terminate with respect to that series of Debt Securities 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(g) and (h) and,
with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f). 


44





 



        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, 5.01, 7.06, 11.05, 11.06 and 11.07 shall
survive until the Debt Securities of the defeased series have been paid in full. Thereafter, the Partnership's obligations in Sections 7.06, 11.05 and 11.06 shall survive. 


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


        (a)   the
Partnership irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and premium, if any, and interest
on, the Debt Securities of such series to Stated Maturity or the Redemption Date, 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 the Redemption Date, 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 



        (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. 


45





 



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


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


46







  





        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 Subsidiary Guarantor: 



Enbridge
Energy Partners, L.P.

1100 Louisiana, Suite 3300

Houston, Texas 77002-5217

Attention: General Counsel

Telecopy No. 713-821-2232 




        If
to the Trustee: 



SunTrust
Bank

25 Park Place N.E., 24th Floor

Atlanta, Georgia 30303-2900

Attention: Corporate Trust Department

Telecopy No. (404) 588-7335 




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


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


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



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


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



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


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


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


47





 



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


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


        Section 13.06.    Payments Due on Legal Holidays.    In any case where the date of maturity of interest on or
principal of and premium, if any, on the Debt Securities of a series or the Redemption Date or repayment of any Debt Security or the making of any sinking fund payment shall not be a Business Day at
any Place of Payment for the Debt Securities of such series, then payment of interest or principal and premium, if any, or the making of such sinking fund payment need not be made on such date at such
Place of Payment, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the date of maturity or the Redemption Date, 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 General Partner and its directors, officers, employees,
incorporators, members and stockholders, as such, shall have no liability for any obligations of the Subsidiary Guarantors or the Partnership under the Debt Securities, this Indenture or the Guarantee
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding the foregoing, nothing in this Section 13.10 shall be construed to modify or
supersede any obligation of the General Partner to restore any negative balance in its capital account (maintained by the Partnership pursuant to its partnership agreement) upon liquidation of its
interest in the Partnership. By accepting a Debt Security, each Holder shall waive and release all liability described in the first sentence of this Section 13.10. The waiver and release shall
be part of the consideration for the issue of the Debt Securities. 


48





 



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


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


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


 
 

ARTICLE XIV
  GUARANTEE    
    


        Section 14.01.    Unconditional Guarantee.    



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


        (b)   For
value received, each of the Subsidiary Guarantors hereby fully, unconditionally and absolutely guarantees (the "Guarantee") to the Holders and to the Trustee the due
and punctual payment of the principal of, and premium, if any, and interest on the Debt Securities and all other amounts due and payable under this Indenture and the Debt Securities by the
Partnership, when and as such principal, premium, if any, 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 the Guarantee, for whatever reason, each of the Subsidiary Guarantors will be jointly and severally
obligated to pay the same immediately. The Guarantee hereunder is intended to be a general, unsecured, senior obligation of each of the Subsidiary Guarantors and will rank pari
passu in right of payment with all Debt of each Subsidiary Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. Each of the
Subsidiary Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Debt Securities, the
Guarantee (including the Guarantee of any other Subsidiary Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by 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 the Guarantee without first proceeding against the Partnership or any other Subsidiary Guarantor. 


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        (d)   The
obligations of each of the Subsidiary Guarantors under this Article XIV shall be as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (A) any compromise, settlement, release, waiver, renewal, extension, indulgence or
modification of, or any change in, any of the obligations and liabilities of the Partnership or any of the Subsidiary Guarantors contained in the Debt Securities or this Indenture, (B) any
impairment, modification, release or limitation of the liability of the Partnership, any of the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (C) the assertion or exercise
by the Partnership, any of the Subsidiary Guarantors or the Trustee of any rights or remedies under the Debt Securities or this Indenture or their delay in or failure to assert or exercise any such
rights or remedies, (D) the assignment or the purported assignment of any property as security for the Debt Securities, including all or any part of the rights of the Partnership or any of the
Subsidiary Guarantors under this Indenture, (E) the extension of the time for payment by the Partnership or any of the Subsidiary Guarantors of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Debt Securities or this Indenture or of the time for performance by the Partnership or any of the Subsidiary Guarantors of any other
obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (F) the modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of the Partnership or any of the Subsidiary Guarantors set forth in this Indenture, (G) the voluntary or involuntary liquidation, dissolution, sale or other disposition
of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition
or readjustment of, or other similar proceeding affecting, the Partnership or any of the Subsidiary Guarantors or any of their respective assets, or the disaffirmance of the Debt Securities, the
Guarantee or this Indenture in any such proceeding, (H) the release or discharge of the Partnership or any of the Subsidiary Guarantors from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of law, (I) the unenforceability of the Debt Securities, the Guarantee or this Indenture or (J) any other
circumstances (other than payment in full or discharge of all amounts guaranteed pursuant to the Guarantee) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. 


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



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


50





 

        Section 14.02.    Execution and Delivery of Notation of Guarantee.    


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


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


        Section 14.03.    Limitation on Subsidiary Guarantors' Liability.    Each Subsidiary Guarantor and by its
acceptance hereof each Holder of a Debt Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor
pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each of the Holders of a Debt Security
entitled to the benefits of the Guarantee and each of the Subsidiary Guarantors hereby irrevocably agrees that the obligations of each of the Subsidiary Guarantors under the Guarantee shall be limited
to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of each such Subsidiary Guarantor and to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under the Guarantee, result in the obligations of each such Subsidiary Guarantor under the 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, the Guarantee incurred by a Subsidiary Guarantor
pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to
any Person that is not an Affiliate of the Partnership, of all of the Partnership's direct or indirect limited partnership or other equity interests in such Subsidiary Guarantor (provided such sale,
exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor into the Partnership or any other Subsidiary Guarantor or the liquidation and
dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) following delivery of a written notice of such release or discharge by the
Partnership to the Trustee, upon the release or discharge of all guarantees by such Subsidiary Guarantor of any Funded Debt of the Partnership other than obligations arising under this Indenture and
any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such guarantees. 



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


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


        (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 Funded 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 the 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 the Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Subsidiary Guarantor (if any) in a pro rata amount based on
the net assets of each Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding
Guarantor in discharging the Partnership's obligations with respect to the Debt Securities or any other Subsidiary Guarantor's obligations with respect to the Guarantee. 


[Remainder of This Page Intentionally Left Blank.]


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



	

 	
 	
ENBRIDGE ENERGY PARTNERS, L.P.
	
 	
 	

By:	

ENBRIDGE ENERGY MANAGEMENT, L.L.C., as delegate of Enbridge Energy Company, Inc., its General Partner
	

 	
 	

By:	

 
	 	 	 	/s/  DAN C. TUTCHER      

	 	 	Name:	Dan C. Tutcher
	 	 	Title:	President
	

 	
 	
SUNTRUST BANK, as Trustee
	

 	
 	

By:	

 
	 	 	 	/s/  GEORGE HOGAN      

	 	 	Name:	George Hogan
	 	 	Title:	Vice President








   ANNEX A  


NOTATION OF GUARANTEE  


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


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



	

 	
 	


	

 	
 	

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CROSS-REFERENCE TABLE

TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

ARTICLE II DEBT SECURITIES


ARTICLE III REDEMPTION OF DEBT SECURITIES


ARTICLE IV PARTICULAR COVENANTS OF THE PARTNERSHIP

ARTICLE V HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

ARTICLE VI REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT


ARTICLE VII CONCERNING THE TRUSTEE

ARTICLE VIII CONCERNING THE HOLDERS

ARTICLE IX SUPPLEMENTAL INDENTURES


ARTICLE X CONSOLIDATION, MERGER, SALE OR CONVEYANCE

ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

ARTICLE XII [RESERVED]

ARTICLE XIII MISCELLANEOUS PROVISIONS


ARTICLE XIV GUARANTEE