exv4w1






Exhibit 4.1




Execution Copy




ENERGY TRANSFER EQUITY, L.P.

as Issuer




and



any Subsidiary Guarantors party hereto

and



U.S. BANK NATIONAL ASSOCIATION

as Trustee 



INDENTURE



Dated as of September 20, 2010



Debt Securities



 









 





ENERGY TRANSFER EQUITY, L.P.




RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF SEPTEMBER 20, 2010



	 	 	 	 		 
	Section of Trust Indenture	 		 
	Act of 1939	 		Section(s) of Indenture
	Section 310

	 	(a)(1)
	 		7.10 
	 

	 	(a)(2)
	 		7.10 
	 

	 	(a)(3)
	 		Not Applicable
	 

	 	(a)(4)
	 		Not Applicable
	 

	 	(a)(5)
	 		7.10 
	 

	 	(b)
	 		7.08, 7.10 
	Section 311

	 	(a)
	 		7.11 
	 

	 	(b)
	 		7.11 
	 

	 	(c)
	 		Not Applicable
	Section 312

	 	(a)
	 		2.07 
	 

	 	(b)
	 		11.03 
	 

	 	(c)
	 		11.03 
	Section 313

	 	(a)
	 		7.06 
	 

	 	(b)
	 		7.06 
	 

	 	(c)
	 		7.06 
	 

	 	(d)
	 		7.06 
	Section 314

	 	(a)
	 		4.03, 4.04 
	 

	 	(b)
	 		Not Applicable
	 

	 	(c)(1)
	 		11.04 
	 

	 	(c)(2)
	 		11.04 
	 

	 	(c)(3)
	 		Not Applicable
	 

	 	(d)
	 		Not Applicable
	 

	 	(e)
	 		11.05 
	Section 315

	 	(a)
	 		7.01(b) 
	 

	 	(b)
	 		7.05 
	 

	 	(c)
	 		7.01(a) 
	 

	 	(d)
	 		7.01(c) 
	 

	 	(d)(1)
	 		7.01(c)(i) 
	 

	 	(d)(2)
	 		7.01(c)(ii) 
	 

	 	(d)(3)
	 		7.01(c)(iii) 
	 

	 	(e)
	 		6.11 
	Section 316

	 	(a)(1)(A)
	 		6.05 
	 

	 	(a)(1)(B)
	 		6.04 
	 

	 	(a)(2)
	 		Not Applicable
	 

	 	(a)(last sentence)
	 		2.11 
	 

	 	(b)
	 		6.07 
	Section 317

	 	(a)(1)
	 		6.08 
	 

	 	(a)(2)
	 		6.09 
	 

	 	(b)
	 		2.06 






i









 






	 	 	 	 		 
	Section of Trust Indenture	 		 
	Act of 1939	 		Section(s) of Indenture
	Section 318

	 	(a)
	 		11.01 







	 	 	Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.





ii









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	5	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	6	 
	Section 1.04 Rules of Construction
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II. THE SECURITIES 	 	 	6	 
	 
	 	 	 	 
	Section 2.01 Amount Unlimited; Issuable in Series
	 	 	6	 
	Section 2.02 Denominations
	 	 	9	 
	Section 2.03 Forms Generally
	 	 	9	 
	Section 2.04 Execution, Authentication, Delivery and Dating
	 	 	10	 
	Section 2.05 Registrar and Paying Agent
	 	 	12	 
	Section 2.06 Paying Agent to Hold Money in Trust
	 	 	12	 
	Section 2.07 Holder Lists
	 	 	12	 
	Section 2.08 Transfer and Exchange
	 	 	12	 
	Section 2.09 Replacement Securities
	 	 	13	 
	Section 2.10 Outstanding Securities
	 	 	13	 
	Section 2.11 Original Issue Discount, Foreign-Currency Denominated
and Treasury
Securities
	 	 	14	 
	Section 2.12 Temporary Securities
	 	 	14	 
	Section 2.13 Cancellation
	 	 	14	 
	Section 2.14 Payments; Defaulted Interest
	 	 	14	 
	Section 2.15 Persons Deemed Owners
	 	 	15	 
	Section 2.16 Computation of Interest
	 	 	15	 
	Section 2.17 Global Securities; Book-Entry Provisions
	 	 	15	 
	 
	 	 	 	 
	ARTICLE III. REDEMPTION
	 	 	17	 
	 
	 	 	 	 
	Section 3.01 Applicability of Article
	 	 	17	 
	Section 3.02 Notice to the Trustee
	 	 	17	 
	Section 3.03 Selection of Securities to be Redeemed
	 	 	18	 
	Section 3.04 Notice of Redemption
	 	 	18	 
	Section 3.05 Effect of Notice of Redemption
	 	 	19	 
	Section 3.06 Deposit of Redemption Price
	 	 	19	 
	Section 3.07 Securities Redeemed or Purchased in Part
	 	 	19	 
	Section 3.08 Purchase of Securities
	 	 	20	 
	Section 3.09 Mandatory and Optional Sinking Funds
	 	 	20	 
	Section 3.10 Satisfaction of Sinking Fund Payments with Securities
	 	 	20	 
	Section 3.11 Redemption of Securities for Sinking Fund
	 	 	20	 
	 
	 	 	 	 
	ARTICLE IV. COVENANTS
	 	 	21	 






i









 




TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	Section 4.01 Payment of Securities
	 	 	21	 
	Section 4.02 Maintenance of Office or Agency
	 	 	21	 
	Section 4.03 SEC Reports; Financial Statements
	 	 	22	 
	Section 4.04 Compliance Certificate
	 	 	22	 
	Section 4.05 Existence
	 	 	23	 
	Section 4.06 Waiver of Stay, Extension or Usury Laws
	 	 	23	 
	Section 4.07 Additional Amounts
	 	 	23	 
	 
	 	 	 	 
	ARTICLE V. SUCCESSORS 	23	 
	 
	 	 	 	 
	Section 5.01 Limitations on Mergers and Consolidations
	 	 	23	 
	Section 5.02 Successor Person Substituted
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VI. DEFAULTS AND REMEDIES 	24	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	24	 
	Section 6.02 Acceleration
	 	 	27	 
	Section 6.03 Other Remedies
	 	 	27	 
	Section 6.04 Waiver of Defaults
	 	 	28	 
	Section 6.05 Control by Majority
	 	 	28	 
	Section 6.06 Limitations on Suits
	 	 	28	 
	Section 6.07 Rights of Holders to Receive Payment
	 	 	29	 
	Section 6.08 Collection Suit by Trustee
	 	 	29	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	29	 
	Section 6.10 Priorities
	 	 	30	 
	Section 6.11 Undertaking for Costs
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VII. TRUSTEE 	31	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	31	 
	Section 7.02 Rights of Trustee
	 	 	32	 
	Section 7.03 May Hold Securities
	 	 	32	 
	Section 7.04 Trustee’s Disclaimer
	 	 	33	 
	Section 7.05 Notice of Defaults
	 	 	33	 
	Section 7.06 Reports by Trustee to Holders
	 	 	33	 
	Section 7.07 Compensation and Indemnity
	 	 	33	 
	Section 7.08 Replacement of Trustee
	 	 	34	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	36	 
	Section 7.10 Eligibility; Disqualification
	 	 	36	 
	Section 7.11 Preferential Collection of Claims Against the Partnership or
a
Subsidiary Guarantor
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VIII. DISCHARGE OF INDENTURE 	36	 






ii









 




TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page
	Section 8.01 Termination of the Partnership’s and the Subsidiary Guarantors’
Obligations
	 	 	36	 
	Section 8.02 Application of Trust Money
	 	 	40	 
	Section 8.03 Repayment to Partnership or Subsidiary Guarantor
	 	 	40	 
	Section 8.04 Reinstatement
	 	 	40	 
	 
	 	 	 	 
	ARTICLE IX. SUPPLEMENTAL INDENTURES AND AMENDMENTS 	41	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders
	 	 	41	 
	Section 9.02 With Consent of Holders
	 	 	42	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	44	 
	Section 9.04 Revocation and Effect of Consents
	 	 	44	 
	Section 9.05 Notation on or Exchange of Securities
	 	 	45	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	45	 
	 
	 	 	 	 
	ARTICLE X. GUARANTEE 	45	 
	 
	 	 	 	 
	Section 10.01 Guarantee
	 	 	45	 
	Section 10.02 Execution and Delivery of Guarantee
	 	 	47	 
	Section 10.03 Limitation on Liability of the Subsidiary Guarantors
	 	 	47	 
	Section 10.04 Release of Subsidiary Guarantors from Guarantee
	 	 	48	 
	Section 10.05 Contribution
	 	 	48	 
	 
	 	 	 	 
	ARTICLE XI. MISCELLANEOUS 	49	 
	 
	 	 	 	 
	Section 11.01 Trust Indenture Act Controls
	 	 	49	 
	Section 11.02 Notices
	 	 	49	 
	Section 11.03 Communication by Holders with Other Holders
	 	 	50	 
	Section 11.04 Certificate and Opinion as to Conditions Precedent
	 	 	50	 
	Section 11.05 Statements Required in Certificate or Opinion
	 	 	50	 
	Section 11.06 Rules by Trustee and Agents
	 	 	51	 
	Section 11.07 Legal Holidays
	 	 	51	 
	Section 11.08 No Recourse Against Others
	 	 	51	 
	Section 11.09 Governing Law
	 	 	51	 
	Section 11.10 No Adverse Interpretation of Other Agreements
	 	 	51	 
	Section 11.11 Successors
	 	 	51	 
	Section 11.12 Severability
	 	 	51	 
	Section 11.13 Counterpart Originals
	 	 	51	 
	Section 11.14 Table of Contents, Headings, etc.
	 	 	52	 







iii











 





     INDENTURE dated as of September 20, 2010 among Energy Transfer Equity, L.P., a Delaware
limited partnership (the “Partnership”), any Subsidiary Guarantors (as defined herein) party hereto
and U.S. Bank National Association, as trustee (the “Trustee”).



     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 “Securities”), and the Guarantee by each of the Subsidiary Guarantors, if any, of the
Securities, as in this Indenture provided.



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



ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01 Definitions.



     “Additional Amounts” means any additional amounts required by the express terms of a Security
or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant thereto,
to be paid by the Partnership or any Subsidiary Guarantor, as the case may be, with respect to
certain taxes, assessments or other governmental charges imposed on certain Holders and that are
owing to such Holders.



     “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
purposes of this definition, “control” of a Person shall mean 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” shall have
meanings correlative to the foregoing.



     “Agent” means any Registrar or Paying Agent.



     “Bankruptcy Law” means Title 11 of the United States Code or any similar federal, state or
foreign 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.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the General Partner to have been duly adopted by the Board of Directors of the General
Partner and to be in full force and effect on the date of such certification, and delivered to the
Trustee.



     “Business Day” means any day that is not a Legal Holiday.



 









 





     “Corporate Trust Office of the Trustee” means the office of the Trustee located at 5555 San
Felipe Street, Suite 1150, Houston, Texas 77056, Attention: Corporate Trust Services, and as may
be located at such other address as the Trustee may give notice to the Partnership and the
Subsidiary Guarantors.



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



     “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, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person specified pursuant to Section 2.01 hereof as the initial
Depositary with respect to the Securities of such series, until a successor shall have been
appointed and become such pursuant to the applicable provision of this Indenture, and thereafter
“Depositary” shall mean or include such successor.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for the payment of public and private debt.



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



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



     “General Partner” means LE GP, LLC, a Delaware limited liability company.



     “Global Security” means a Security that is issued in global form in the name of the Depositary
with respect thereto or its nominee.



     “Government Obligations” means, with respect to a series of Securities, direct obligations of
the government that issues the currency in which the Securities of the series are payable for the
payment of which the full faith and credit of such government is pledged, or obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of such government,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by such
government.



     “Guarantee” shall mean the guarantee of the Partnership’s obligations under the Securities by
a Subsidiary Guarantor as provided in Article X.



     “Holder” means a Person in whose name a Security is registered, as evidenced by the records of
the Registrar.



2









 





     “Indenture” means this Indenture as amended or supplemented from time to time pursuant to the
provisions hereof, and includes the terms of a particular series of Securities established as
contemplated by Section 2.01.



     “interest” means, with respect to an Original Issue Discount Security that by its terms bears
interest only after Maturity, interest payable after Maturity.



     “Interest Payment Date,” when used with respect to any Security, shall have the meaning
assigned to such term in the Security as contemplated by Section 2.01.



     “Issue Date” means, with respect to Securities of a series, the date on which the Securities
of such series are originally issued under this Indenture.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of
The City of New York, New York or a Place of Payment are authorized or obligated by law, regulation
or executive order to remain closed.



     “Maturity” means, with respect to any Security, the date on which the principal of such
Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity thereof, or by declaration of acceleration, call for redemption or
otherwise.



     “Officer” means the Chairman of the Board, the President, any Vice Chairman of the Board, any
Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Assistant Secretary of a Person.



     “Officers’ Certificate” means a certificate signed by two Officers of a Person.



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



     “Original Issue Discount Security” means any 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 6.02.



     “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; provided, however,
that for purposes of any provision contained herein which is required by the TIA, “Partnership”
shall also mean each other obligor (if any), other than a Subsidiary Guarantor, on the Securities
of a series.



     “Partnership Order” and “Partnership Request” mean, respectively, a written order or request
signed in the name of the Partnership or each Subsidiary Guarantor by two Officers of the General
Partner and delivered to the Trustee.



3









 





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



     “Place of Payment” means, with respect to the Securities of any series, the place or places
where the principal of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of that series are payable as specified in accordance with Section 2.01 subject to
the provisions of Section 4.02.



     “principal” of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security.



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



     “Redemption Price” means, with respect to any Security to be redeemed, the price at which it
is to be redeemed pursuant to this Indenture.



     “Responsible Officer” means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.



     “Rule 144A Securities” means Securities of a series designated pursuant to Section 2.01 as
entitled to the benefits of Section 4.03(b).



     “SEC” means the Securities and Exchange Commission.



     “Securities” has the meaning stated in the preamble of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture.



     “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, as custodian with respect to the Securities of such series,
or any successor entity thereto.



     “Stated Maturity” means, when used with respect to any Security or any installment of
principal thereof or interest thereon, the date specified in such Security as the fixed date on
which the principal of such Security or such installment of principal or interest is due and
payable.



     “Subsidiary” of any Person means:



     (a) any corporation, association or other business entity of which more than 50% of the total
voting power of equity interests entitled, without regard to the occurrence of any



4









 




contingency, to vote in the election of directors, managers, trustees or equivalent Persons
thereof is at the time of determination owned or controlled, directly or indirectly, by such Person
or one or more of the other Subsidiaries of such Person or combination thereof; or




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



     “Subsidiary Guarantors” means each Subsidiary of the Partnership, if any, that provides a
Guarantee of Securities pursuant to this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantors”
shall mean such successor Person. A Person shall cease to be a Subsidiary Guarantor if it ceases
to guarantee any Securities in accordance with the Indenture.



     “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof.



     “Trustee” means the Person named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture, and thereafter “Trustee” means each Person who is
then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used
with respect to the Securities of any series means the Trustee with respect to Securities of that
series.



     “United States” means the United States of America (including the States and the District of
Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     “U.S. Government Obligations” means Government Obligations with respect to Securities payable
in Dollars.



     Section 1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Bankruptcy Custodian”
	 	 	6.01	 
	“Conversion Event”
	 	 	6.01	 
	“covenant defeasance”
	 	 	8.01	 
	“Event of Default”
	 	 	6.01	 
	“Exchange Rate”
	 	 	2.11	 
	“Funding Guarantor”
	 	 	10.05	 
	“Judgment Currency”
	 	 	6.10	 
	“legal defeasance”
	 	 	8.01	 
	“mandatory sinking fund payment”
	 	 	3.09	 
	“optional sinking fund payment”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.05	 
	“Registrar”
	 	 	2.05	 
	“Required Currency”
	 	 	6.10	 
	“Successor”
	 	 	5.01	 






5









 






     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 (and if the Indenture is not qualified under the TIA at that time, as if
it were so qualified unless otherwise provided). The following TIA terms used in this Indenture
have the following meanings:



     “Commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Partnership, any Subsidiary Guarantor or any
other obligor on the Securities.



     All terms used in this Indenture that are defined by the TIA, defined by a TIA reference to
another statute or defined by an 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) all references in this instrument to Articles and Sections are references to the
corresponding Articles and Sections in and of this instrument.




ARTICLE II.

THE SECURITIES




     Section 2.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited. The



6









 




Securities may be issued in one or more series. There shall be established in or pursuant to
a Board Resolution, and set forth, or determined in the manner provided, in an Officers’
Certificate of the General Partner or in a Partnership Order, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series:




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




          (b) if there is to be a limit, the limit upon the aggregate principal amount of the Securities
of the series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except
for any Securities which, pursuant to Section 2.04 or 2.17, are deemed never to have been
authenticated and delivered hereunder); provided, however, that unless otherwise provided in the
terms of the series, the authorized aggregate principal amount of such series may be increased
before or after the issuance of any Securities of the series by a Board Resolution (or action
pursuant to a Board Resolution) to such effect;




          (c) whether any Securities of the series are to be issuable initially in temporary global form
and whether any Securities of the series are to be issuable in permanent global form, as Global
Securities or otherwise, and, if so, whether beneficial owners of interests in any such Global
Security may exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 2.17, and the initial Depositary and Security
Custodian, if any, for any Global Security or Securities of such series;




          (d) the manner in which any interest payable on a temporary Global Security on any Interest
Payment Date will be paid if other than in the manner provided in Section 2.14;




          (e) the date or dates on which the principal of and premium (if any) on the Securities of the
series is payable or the method of determination thereof;




          (f) the rate or rates, or the method of determination thereof, at which the Securities of the
series shall bear interest, if any, whether and under what circumstances Additional Amounts with
respect to such Securities shall be payable, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and the record date for
the interest payable on any Securities on any Interest Payment Date, or if other than provided
herein, the Person to whom any interest on Securities of the series shall be payable;




          (g) the place or places where, subject to the provisions of Section 4.02, the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the Securities of the
series shall be payable;




          (h) the period or periods within which, the price or prices (whether denominated in cash,
securities or otherwise) at which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Partnership, if




7









 




the Partnership is to have that option, and the manner in which the Partnership must exercise
any such option, if different from those set forth herein;




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




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




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




          (l) if other than Dollars, the currency or currencies (including composite currencies) or the
form, including equity securities, other debt securities (including Securities), warrants or any
other securities or property of the Partnership, any Subsidiary Guarantor or any other Person, in
which payment of the principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of the series shall be payable;




          (m) if the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of the series are to be payable, at the election of the Partnership or a
Holder thereof, in a currency or currencies (including composite currencies) other than that in
which the Securities are stated to be payable, the currency or currencies (including composite
currencies) in which payment of the principal of, premium (if any) and interest on and any
Additional Amounts with respect to Securities of such series as to which such election is made
shall be payable, and the periods within which and the terms and conditions upon which such
election is to be made;




          (n) if the amount of payments of principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of the series may be determined with reference to
any commodities, currencies or indices, values, rates or prices or any other index or formula, the
manner in which such amounts shall be determined;




          (o) if other than the entire principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 6.02;




          (p) any additional means of satisfaction and discharge of this Indenture and any additional
conditions or limitations to discharge with respect to Securities of the series and the related
Guarantees pursuant to Article VIII or any modifications of or deletions from such conditions or
limitations;




          (q) any deletions or modifications of or additions to the Events of Default set forth in
Section 6.01 or covenants of the Partnership or any Subsidiary Guarantor set forth in Article IV
pertaining to the Securities of the series;







8









 








          (r) any restrictions or other provisions with respect to the transfer or exchange of
Securities of the series, which may amend, supplement, modify or supersede those contained in this
Article II;




          (s) if the Securities of the series are to be convertible into or exchangeable for capital
stock, other debt securities (including Securities), warrants, other equity securities or any other
securities or property of the Partnership, any Subsidiary Guarantor or any other Person, at the
option of the Partnership or the Holder or upon the occurrence of any condition or event, the terms
and conditions for such conversion or exchange;




          (t) whether the Securities of the series are to be entitled to the benefit of Section 4.03(b)
(and accordingly constitute Rule 144A Securities); and




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




     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’
Certificate or Partnership Order referred to above or in any such indenture supplemental hereto.
If any of the terms of the series are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action, together with such Board Resolution, shall be set
forth in an Officers’ Certificate or certified by the Secretary or an Assistant Secretary of the
General Partner and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or Partnership Order setting forth the terms of the series.



     Section 2.02 Denominations. The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series denominated
in Dollars shall be issuable in denominations of $1,000 and any integral multiples thereof.



     Section 2.03 Forms Generally. The Securities of each series shall be in fully
registered form and in substantially such form or forms (including temporary or permanent global
form) established by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto. The Securities may have notations, legends or endorsements required by law, securities
exchange rule, the Partnership’s certificate of limited partnership, agreement of limited
partnership or other similar governing documents, agreements to which the Partnership is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to
the Partnership). A copy of the Board Resolution establishing the form or forms of Securities of
any series shall be delivered to the Trustee at or prior to the delivery of the Partnership Order
contemplated by Section 2.04 for the authentication and delivery of such Securities.



     The definitive 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 Securities, as evidenced by their execution thereof.



     The Trustee’s certificate of authentication shall be in substantially the following form:



9









 





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



	 	 	 	 	 
	 	U.S. Bank National Association, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory”. 	 
	 	 	 	 
	 




     Section 2.04 Execution, Authentication, Delivery and Dating. Two Officers of the
General Partner shall sign the Securities on behalf of the Partnership and, with respect to the
Guarantees of the Securities, two Officers of the General Partner shall sign the Securities on
behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature.



     If an Officer of the General Partner whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall be valid nevertheless.



     A Security shall not be entitled to any benefit under this Indenture or the related Guarantees
or be valid or obligatory for any purpose until authenticated by the manual signature of an
authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security
has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has
been authenticated and delivered hereunder but never issued and sold by the Partnership, and the
Partnership delivers such Security to the Trustee for cancellation as provided in Section 2.13,
together with a written statement (which need not comply with Section 11.05 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by
the Partnership, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture or the related Guarantees.



     At any time and from time to time after the execution and delivery of this Indenture, the
Partnership may deliver Securities of any series executed by the Partnership and each Subsidiary
Guarantor to the Trustee for authentication, and the Trustee shall authenticate and deliver such
Securities for original issue upon a Partnership Order for the authentication and delivery of such


Securities or pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by Partnership Order. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be authenticated, the name
or names of the initial Holder or Holders and any other terms of the Securities of such series not
otherwise determined. If provided for in such procedures, such Partnership Order may authorize (1)
authentication and delivery of Securities of such series for original issue from time to time, with
certain terms (including, without limitation, the Maturity date or dates, original issue date or
dates and interest rate or rates) that differ from Security to Security and (2) may authorize
authentication and delivery pursuant to oral or electronic instructions from the Partnership or its
duly authorized agent, which instructions shall be promptly confirmed in writing.



10









 





     If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order referred to above and
the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully
protected in relying upon:



          (a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an
appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of
Section 2.01; and




          (b) an Opinion of Counsel to the effect that:




               (i) the form of such Securities has been established in conformity with the provisions of this
Indenture;



               (ii) the terms of such Securities have been established in conformity with the provisions of
this Indenture; and



               (iii) that, 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, such Securities and
the related Guarantees will constitute valid and binding obligations of the Partnership and the
Subsidiary Guarantors, respectively, enforceable against the Partnership and the Subsidiary
Guarantors, respectively, in accordance with their respective terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws in effect from time to time affecting the rights of creditors
generally, and the application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).



     If all the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of
each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or
before the time of issuance of the first Security of the series to be issued.



     The Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.



     The Trustee may appoint an authenticating agent acceptable to the Partnership to authenticate
Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate 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 an Agent to deal with the Partnership, any Subsidiary Guarantor or an Affiliate
of the Partnership or any Subsidiary Guarantor.



     Each Security shall be dated the date of its authentication.



11









 





     Section 2.05 Registrar and Paying Agent. The Partnership shall maintain an office or
agency for each series of Securities where Securities of such series may be presented for
registration of transfer or exchange (“Registrar”) and an office or agency where Securities of such
series may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the
Securities of such series and of their transfer and exchange. The Partnership may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent.



     The Partnership shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Partnership shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. The Partnership may change any Paying Agent or
Registrar without notice to any Holder. If the Partnership fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Partnership, any
Subsidiary Guarantor or any Subsidiary may act as Paying Agent or Registrar.



     The Partnership initially appoints the Trustee as Registrar and Paying Agent.



     Section 2.06 Paying Agent to Hold Money in Trust. The Partnership shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with respect to Securities
and will notify the Trustee of any default by the Partnership in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed. The Partnership at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.
Upon payment over to the Trustee and upon accounting for any funds disbursed, the Paying Agent (if
other than the Partnership, a Subsidiary Guarantor or a Subsidiary) shall have no further liability
for the money. If the Partnership, a Subsidiary Guarantor or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Each Paying Agent shall otherwise comply with TIA Section 317(b).



     Section 2.07 Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders
and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar with
respect to a series of Securities, the Partnership shall furnish to the Trustee at least five
Business Days before each Interest Payment Date with respect to such series of Securities, and at
such other times as the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders of such series, and the
Partnership shall otherwise comply with TIA Section 312(a).



     Section 2.08 Transfer and Exchange. Except as set forth in Section 2.17 or as may be
provided pursuant to Section 2.01:



     When Securities of any series are presented to the Registrar with the request to register the
transfer of such Securities or to exchange such Securities for an equal principal amount of



12









 




Securities of the same series of like tenor and of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however, that the
Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instruction of transfer in form reasonably satisfactory to the
Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on
which instruction the Registrar can rely.




     To permit registrations of transfers and exchanges, the Partnership and the Subsidiary
Guarantors shall execute and the Trustee shall authenticate Securities at the Registrar’s written
request and submission of the Securities or Global Securities. No service charge shall be made to
a Holder for any registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Partnership may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such transfer tax or
similar governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or 9.05). The
Trustee shall authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the Partnership shall not
be required to register the transfer or exchange of (a) any Security selected for redemption in
whole or in part pursuant to Article III, except the unredeemed portion of any Security being
redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the
mailing of notice of any offer to repurchase Securities of the series required pursuant to the
terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of
business on the day of mailing.



     Section 2.09 Replacement Securities. If any mutilated Security is surrendered to the
Trustee, or if the Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Partnership and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of such Security, the Partnership shall issue, and the Subsidiary Guarantors shall execute
and the Trustee shall authenticate a replacement Security of the same series if the Trustee’s
requirements are met. If any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Partnership in its discretion may, instead of issuing a new
Security, pay such Security. If required by the Trustee, any Subsidiary Guarantor or the
Partnership, such Holder must furnish an indemnity bond that is sufficient in the judgment of the
Trustee and the Partnership to protect the Partnership, each Subsidiary Guarantor, the Trustee, any
Agent or any authenticating agent from any loss that any of them may suffer if a Security is
replaced. The Partnership and the Trustee may charge a Holder for their expenses in replacing a
Security. Every replacement Security is an additional obligation of the Partnership.



     Section 2.10 Outstanding Securities. The Securities outstanding at any time are all
the Securities authenticated by the Trustee except for those canceled by it, those delivered to it
for cancellation, those reductions in the interest in a Global Security effected by the Trustee
hereunder and those described in this Section 2.10 as not outstanding. If a Security is replaced
pursuant to Section 2.09, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser. If the principal
amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and
interest on it ceases to accrue. A Security does not cease to be outstanding because the
Partnership, a



13









 




Subsidiary Guarantor or an Affiliate of the Partnership or a Subsidiary Guarantor holds the
Security.




     Section 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
Securities. In determining whether the Holders of the required principal amount of Securities
have concurred in any direction, amendment, supplement, waiver or consent, (a) the principal amount
of an Original Issue Discount Security shall be the principal amount thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to
Section 6.02, (b) the principal amount of a Security denominated in a foreign currency shall be the
Dollar equivalent, as determined by the Partnership by reference to the noon buying rate in The
City of New York for cable transfers for such currency, as such rate is certified for customs
purposes by the Federal Reserve Bank of New York (the “Exchange Rate”) on the date of original
issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Partnership by reference to the Exchange Rate
on the date of original issuance of such Security, of the amount determined as provided in (a)
above), of such Security and (c) Securities owned by the Partnership, a Subsidiary Guarantor or any
other obligor upon the Securities or any Affiliate of the Partnership, of a Subsidiary Guarantor or
of such other obligor shall be disregarded, except that, for the purpose of determining whether the
Trustee shall be protected in relying upon any such direction, amendment, supplement, waiver or
consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.



     Section 2.12 Temporary Securities. Until definitive Securities of any series are
ready for delivery, the Partnership may prepare, and the Subsidiary Guarantors shall execute and
the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities, but may have variations that the Partnership considers
appropriate for temporary Securities. Without unreasonable delay, the Partnership shall prepare,
and the Subsidiary Guarantors shall execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities.



     Section 2.13 Cancellation. The Partnership or any Subsidiary Guarantor at any time
may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of transfer, exchange,
payment or redemption or for credit against any sinking fund payment. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment, redemption, replacement or
cancellation or for credit against any sinking fund. Unless the Partnership shall direct in
writing that canceled Securities be returned to it, after written notice to the Partnership all
canceled Securities held by the Trustee shall be disposed of in accordance with the usual disposal
procedures of the Trustee, and the Trustee shall maintain a record of their disposal. The
Partnership may not issue new Securities to replace Securities that have been paid or that have
been delivered to the Trustee for cancellation.



     Section 2.14 Payments; Defaulted Interest. Unless otherwise provided as contemplated
by Section 2.01, interest (except defaulted interest) on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Persons who
are registered Holders of that Security at the close of business on the record date next



14









 




preceding such Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date. The Holder must surrender a Security to a Paying
Agent to collect principal payments. Unless otherwise provided with respect to the Securities of
any series, the Partnership will pay the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities in Dollars. Such amounts shall be payable at the
offices of the Trustee or any Paying Agent, provided that at the option of the Partnership, the
Partnership may pay such amounts (a) by wire transfer with respect to Global Securities or (b) by
check payable in such money mailed to a Holder’s registered address with respect to any Securities.




     If the Partnership defaults in a payment of interest on the Securities of any series, the
Partnership shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest on the defaulted interest, in each case at the rate provided in the Securities of such
series and in Section 4.01. The Partnership may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. At least 15 days before any special record date
selected by the Partnership, the Partnership (or the Trustee, in the name of and at the expense of
the Partnership upon 20 days’ prior written notice from the Partnership setting forth such special
record date and the interest amount to be paid) shall mail to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.



     Section 2.15 Persons Deemed Owners. The Partnership, the Subsidiary Guarantors, the
Trustee, any Agent and any authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments of principal of,
premium (if any) or interest on or any Additional Amounts with respect to such Security and for all
other purposes. None of the Partnership, any Subsidiary Guarantor, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.



     Section 2.16 Computation of Interest. Except as otherwise specified as contemplated
by Section 2.01 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.



     Section 2.17 Global Securities; Book-Entry Provisions. If Securities of a series are
issuable in global form as a Global Security, as contemplated by Section 2.01, then,
notwithstanding clause (k) of Section 2.01 and the provisions of Section 2.02, any such Global
Security shall represent such of the outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount of outstanding Securities from
time to time endorsed thereon and that the aggregate amount of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges,
transfers or redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented thereby shall be made by
the Trustee (a) in such manner and upon instructions given by such Person or Persons as shall be
specified in such Security or in a Partnership Order to be delivered to the Trustee pursuant to
Section 2.04 or (b) otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for such Security, from such Depositary or its
nominee on behalf of any Person having a beneficial interest in such Global Security. Subject to
the provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon



15









 




instructions given by the Person or Persons specified in such Security or in the applicable
Partnership Order. With respect to the Securities of any series that are represented by a Global
Security, the Partnership and the Subsidiary Guarantors authorize the execution and delivery by the
Trustee of a letter of representations or other similar agreement or instrument in the form
customarily provided for by the Depositary appointed with respect to such Global Security. Any
Global Security may be deposited with the Depositary or its nominee, or may remain in the custody
of the Trustee or the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement
or similar agreement between the Trustee and the Depositary. If a Partnership Order has been, or
simultaneously is, delivered, any instructions by the Partnership with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 11.05 and need not be accompanied by an Opinion of Counsel.




     Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary, or the
Trustee or the Security Custodian as its custodian, or under such Global Security, and the
Depositary may be treated by the Partnership, any Subsidiary Guarantor, the Trustee or the Security
Custodian and any agent of the Partnership, any Subsidiary Guarantor, the Trustee or the Security
Custodian as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, (i) the registered holder of a Global Security of a series may grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii) nothing herein
shall prevent the Partnership, any Subsidiary Guarantor, the Trustee or the Security Custodian, or
any agent of the Partnership, any Subsidiary Guarantor, the Trustee or the Security Custodian, from
giving effect to any written certification, proxy or other authorization furnished by the
Depositary or shall impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner of any Security.



     Notwithstanding Section 2.08, and except as otherwise provided pursuant to Section 2.01,
Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but
not in part, to the Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in a Global Security if, and only if, either (A) the Depositary
notifies the Partnership that it is unwilling or unable to continue as Depositary for the Global
Security and a successor Depositary is not appointed by the Partnership within 90 days of such
notice, (B) an Event of Default has occurred with respect to such series and is continuing and the
Registrar has received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Partnership shall deliver Securities within 30
days of such request) or (C) the Partnership determines not to have the Securities represented by a
Global Security.



     In connection with any transfer of a portion of the beneficial interests in a Global Security
to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Global Security in an amount equal
to the principal amount of the beneficial interests in the Global Security to be transferred, and
the Partnership and the Subsidiary Guarantors shall execute, and the Trustee



16









 




upon receipt of a Partnership Order for the authentication and delivery of Securities shall
authenticate and deliver, one or more Securities of the same series of like tenor and amount.




     In connection with the transfer of all the beneficial interests in a Global Security to
beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Partnership and the Subsidiary Guarantors
shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.



     Neither the Partnership, any Subsidiary Guarantor nor the Trustee will have any responsibility
or liability for any aspect of the records relating to, or payments made on account of, Securities
by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary
relating to such Securities. Neither the Partnership, any Subsidiary Guarantor nor the Trustee
shall be liable for any delay by the related Global Security Holder or the Depositary in
identifying the beneficial owners, and each such Person may conclusively rely on, and shall be
protected in relying on, instructions from such Global Security Holder or the Depositary for all
purposes (including with respect to the registration and delivery, and the respective principal
amounts, of the Securities to be issued).



     The provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any
Global Security if such Global Security was never issued and sold by the Partnership and the
Partnership or a Subsidiary Guarantor delivers to the Trustee the Global Security together with
written instructions (which need not comply with Section 11.05 and need not be accompanied by an
Opinion of Counsel) with regard to the cancellation or reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated by the last
sentence of the third paragraph of Section 2.04.



     Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise specified as
contemplated by Section 2.01, payment of principal of, premium (if any) and interest on and any
Additional Amounts with respect to any Global Security shall be made to the Person or Persons
specified therein.



ARTICLE III.

REDEMPTION




     Section 3.01 Applicability of Article. Securities of any series that are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any series) in accordance
with this Article III.



     Section 3.02 Notice to the Trustee. If the Partnership elects to redeem Securities of
any series pursuant to this Indenture, it shall notify the Trustee of the Redemption Date and the
principal amount of Securities of such series to be redeemed. The Partnership shall so notify the
Trustee at least 45 days before the Redemption Date (unless a shorter notice shall be satisfactory
to the Trustee) by delivering to the Trustee an Officers’ Certificate stating that such redemption
will comply with the provisions of this Indenture and of the Securities of such series. Any such



17









 




notice may be canceled at any time prior to the mailing of such notice of such redemption to
any Holder and shall thereupon be void and of no effect.




     Section 3.03 Selection of Securities to be Redeemed. If less than all the Securities
of any series are to be redeemed (unless all of the Securities of such series of a specified tenor
are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60
days nor less than 30 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption, either pro rata, by lot
or by such other method as the Trustee shall deem fair and appropriate unless otherwise required by
law or by applicable stock exchange requirements and that may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series
or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series or of
the principal amount of Global Securities of such series.



     The Trustee shall promptly notify the Partnership and the Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.



     For purposes of this Indenture, unless the context otherwise requires, all provisions relating
to redemption of Securities shall relate, in the case of any of the Securities redeemed or to be
redeemed only in part, to the portion of the principal amount thereof which has been or is to be
redeemed.



     Section 3.04 Notice of Redemption. Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed, at the address of such Holder appearing in the
register of Securities maintained by the Registrar. All notices of redemption shall identify the
Securities to be redeemed and shall state:



          (a) the Redemption Date;




          (b) the Redemption Price;




          (c) that, unless the Partnership and the Subsidiary Guarantors default in making the
redemption payment, interest on Securities called for redemption ceases to accrue on and after the
Redemption Date, and the only remaining right of the Holders of such Securities is to receive
payment of the Redemption Price upon surrender to the Paying Agent of the Securities redeemed;




          (d) if any Security is to be redeemed in part, the portion of the principal amount thereof to
be redeemed and that on and after the Redemption Date, upon surrender for cancellation of such
Security to the Paying Agent, a new Security or Securities in the aggregate principal amount equal
to the unredeemed portion thereof will be issued without charge to the Holder;




          (e) that Securities called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price and the name and address of the Paying Agent;





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          (f) that the redemption is for a sinking or analogous fund, if such is the case; and




          (g) the CUSIP number, if any, relating to such Securities.




     Notice of redemption of Securities to be redeemed at the election of the Partnership shall be
given by the Partnership or, at the Partnership’s written request, by the Trustee in the name and
at the expense of the Partnership.



     Section 3.05 Effect of Notice of Redemption. Once notice of redemption is mailed,
Securities called for redemption become due and payable on the Redemption Date and at the
Redemption Price. Upon surrender to the Paying Agent, such Securities called for redemption shall
be paid at the Redemption Price, but interest installments whose maturity is on or prior to such
Redemption Date will be payable on the relevant Interest Payment Dates to the Holders of record at
the close of business on the relevant record dates specified pursuant to Section 2.01.



     Section 3.06 Deposit of Redemption Price. On or prior to 11:00 a.m., New York City
time, on any Redemption Date, the Partnership or a Subsidiary Guarantor shall deposit with the
Trustee or the Paying Agent (or, if the Partnership or such Subsidiary Guarantor is acting as the
Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same
day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the
Securities or portions thereof which are to be redeemed on that date, other than Securities or
portions thereof called for redemption on that date which have been delivered by the Partnership or
a Subsidiary Guarantor to the Trustee for cancellation.



     If the Partnership or a Subsidiary Guarantor complies with the preceding paragraph, then,
unless the Partnership and the Subsidiary Guarantors default in the payment of such Redemption
Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Securities are presented for payment, and the Holders of such
Securities shall have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal, premium, if
any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid,
bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such Securities’ yield to
maturity.



     Section 3.07 Securities Redeemed or Purchased in Part. Upon surrender to the Paying
Agent of a Security to be redeemed in part, the Partnership and the Subsidiary Guarantors shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge a new Security or Securities, of the same series and 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 Security so surrendered that is not redeemed.



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     Section 3.08 Purchase of Securities. Unless otherwise specified as contemplated by
Section 2.01, the Partnership, any Subsidiary Guarantor and any Affiliate of the Partnership or any
Subsidiary Guarantor may, subject to applicable law, at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Any such acquisition shall not operate as
or be deemed for any purpose to be a redemption of the indebtedness represented by such Securities.
Any Securities purchased or acquired by the Partnership or a Subsidiary Guarantor may be delivered
to the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be
satisfied. Section 2.13 shall apply to all Securities so delivered.



     Section 3.09 Mandatory and Optional Sinking Funds. The minimum amount of any sinking
fund payment provided for by the terms of Securities of any series 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 Securities of any series is herein referred to as an “optional sinking fund payment.”
Unless otherwise provided by the terms of Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 3.10. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of
Securities of such series and by this Article III.



     Section 3.10 Satisfaction of Sinking Fund Payments with Securities. The Partnership
or a Subsidiary Guarantor may deliver outstanding Securities of a series (other than any previously
called for redemption) and may apply as a credit Securities of a series that have been redeemed
either at the election of the Partnership pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such series of Securities;
provided that such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.



     Section 3.11 Redemption of Securities for Sinking Fund. Not less than 45 days prior
(unless a shorter period shall be satisfactory to the Trustee) to each sinking fund payment date
for any series of 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, 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 delivery of or by crediting Securities of
that series pursuant to Section 3.10 and will also deliver or cause to be delivered to the Trustee
any Securities to be so delivered. Failure of the Partnership to timely deliver or cause to be
delivered such Officers’ Certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute the election of the Partnership (a) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such series in respect
thereof and (b) that the Partnership will make no optional sinking fund payment with respect to
such series as provided in this Section 3.11.



     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any



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preceding sinking fund payments made in cash shall exceed $100,000 (or the Dollar equivalent
thereof based on the applicable Exchange Rate on the date of original issue of the applicable
Securities) or a lesser sum if the Partnership shall so request with respect to the Securities of
any particular series, such cash shall be applied on the next succeeding sinking fund payment date
to the redemption of Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be $100,000 (or the Dollar
equivalent thereof as aforesaid) or less and the Partnership makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is
available. Not less than 30 days before each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 3.03 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Partnership in the manner provided in Section 3.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 3.05, 3.06 and 3.07.




ARTICLE IV.

COVENANTS




     Section 4.01 Payment of Securities. The Partnership shall pay the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of such series and in this
Indenture. Principal, premium, interest and any Additional Amounts shall be considered paid on the
date due if the Paying Agent (other than the Partnership, a Subsidiary Guarantor or a Subsidiary)
holds on that date money deposited by the Partnership or a Subsidiary Guarantor designated for and
sufficient to pay all principal, premium, interest and any Additional Amounts then due.



     The Partnership shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium (if any), at a rate equal to the then
applicable interest rate on the Securities to the extent lawful; and it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and any Additional Amount (without regard to any applicable grace period)
at the same rate to the extent lawful.



     Section 4.02 Maintenance of Office or Agency. The Partnership will maintain in each
Place of Payment for any series of Securities an office or agency (which may be an office of the
Trustee, the Registrar or the Paying Agent) where Securities of that series may be presented for
registration of transfer or exchange, where Securities of that series may be presented for payment
and where notices and demands to or upon the Partnership or a Subsidiary Guarantor in respect of
the Securities of that series and this Indenture may be served. Unless otherwise designated by the
Partnership by written notice to the Trustee and the Subsidiary Guarantors, such office or agency
shall be the office of the Trustee in The City of New York, which on the date hereof is located at
100 Wall Street, Suite 1600, New York, NY 10005. The Partnership will give prompt written notice
to the Trustee and the Subsidiary Guarantors of the location, and any change in the location, of
such office or agency. If at any time the Partnership shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee and the Subsidiary Guarantors with



21









 




the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee.




     The Partnership may also from time to time designate one or more other offices or agencies
where the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Partnership of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for such purposes. The
Partnership will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.



     Section 4.03 SEC Reports; Financial Statements.



          (a) If the Partnership or a Subsidiary Guarantor is subject to the requirements of Section 13
or 15(d) of the Exchange Act, the Partnership or such Subsidiary Guarantor, as the case may be,
shall file with the Trustee, within 15 days after it files the same with the SEC, copies of the
annual reports and the information, documents and other reports (or copies of such portions of any
of the foregoing as the SEC may by rules and regulations prescribe) that the Partnership or such
Subsidiary Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. If this Indenture is qualified under the TIA, but not otherwise, the Partnership and
the Subsidiary Guarantors shall also comply with the provisions of TIA Section 314(a). Delivery of
such reports, information and documents to the Trustee shall be for informational purposes only,
and the Trustee’s receipt thereof shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Partnership’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates or certificates delivered pursuant to Section 4.04).




          (b) If neither the Partnership nor any Subsidiary Guarantor is subject to the requirements of
Section 13 or 15(d) of the Exchange Act, the Partnership and the Subsidiary Guarantors shall
furnish to all Holders of Rule 144A Securities and prospective purchasers of Rule 144A Securities
designated by the Holders of Rule 144A Securities, promptly upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of 1933,
as amended.




     Section 4.04 Compliance Certificate.



          (a) Each of the Partnership and the Subsidiary Guarantors shall deliver to the Trustee, within
120 days after the end of each fiscal year, a statement signed by an Officer of the General
Partner, which need not constitute an Officers’ Certificate, complying with TIA Section 314(a)(4)
and stating that in the course of performance by the signing Officer of his duties as such Officer
of the General Partner, he would normally obtain knowledge of the keeping, observing, performing
and fulfilling by the Partnership or such Subsidiary Guarantor, as the case may be, of its
obligations under this Indenture, and further stating that to the best of his knowledge the
Partnership or such Subsidiary Guarantor, as the case may be, 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 (or, if a






22









 







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 such Subsidiary
Guarantor, as the case may be, is taking or proposes to take with respect thereto).




          (b) The Partnership or any Subsidiary Guarantor shall, so long as Securities of any series are
outstanding, deliver to the Trustee, forthwith upon any Officer of the General Partner, becoming
aware of any Default or Event of Default under this Indenture, an Officers’ Certificate specifying
such Default or Event of Default and what action the Partnership or such Subsidiary Guarantor, as
the case may be, is taking or proposes to take with respect thereto.




     Section 4.05 Existence. Subject to Article V, each of the Partnership and the
Subsidiary Guarantors shall do or cause to be done all things necessary to preserve and keep in
full force and effect its existence.



     Section 4.06 Waiver of Stay, Extension or Usury Laws. Each of the Partnership and the
Subsidiary Guarantors covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or forgive it from
paying all or any portion of the principal of or interest on the Securities as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so) each of the
Partnership and the Subsidiary Guarantors hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no
such law had been enacted.



     Section 4.07 Additional Amounts. If the Securities of a series expressly provide for
the payment of Additional Amounts, the Partnership will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or interest on, or in
respect of, any Security of any series or the net proceeds received from the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of
this Section 4.07 and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.



ARTICLE V.

SUCCESSORS




     Section 5.01 Limitations on Mergers and Consolidations. Neither the Partnership nor
any Subsidiary Guarantor shall, in any transaction or series of transactions, consolidate with or
merge into any Person, or sell, lease, convey, transfer or otherwise dispose of all or
substantially all of its assets to any Person (other than a consolidation or merger of the
Partnership and a Subsidiary Guarantor or of the Subsidiary Guarantors, or a sale, lease,
conveyance, transfer or other disposition of all or substantially all of the assets of the
Partnership to a Subsidiary



23









 




Guarantor, a Subsidiary Guarantor to the Partnership or of a Subsidiary Guarantor to another
Subsidiary Guarantor), unless:




          (a) either (i) the Partnership or such Subsidiary Guarantor, as the case may be, shall be the
continuing Person or (ii) the Person (if other than the Partnership or such Subsidiary Guarantor)
formed by such consolidation or into which the Partnership or such Subsidiary Guarantor is merged,
or to which such sale, lease, conveyance, transfer or other disposition shall be made
(collectively, the “Successor”), is organized and validly existing under the laws of the United
States, any political subdivision thereof or any State thereof or the District of Columbia, and
expressly assumes by supplemental indenture, in the case of the Partnership, the due and punctual
payment of the principal of, premium (if any) and interest on and any Additional Amounts with
respect to all the Securities and the performance of the Partnership’s covenants and obligations
under this Indenture and the Securities, or, in the case of such Subsidiary Guarantor, the
performance of the Guarantee and such Subsidiary Guarantor’s covenants and obligations under this
Indenture and the Securities;




          (b) immediately after giving effect to such transaction or series of transactions, no Default
or Event of Default shall have occurred and be continuing or would result therefrom; and




          (c) the Partnership or such Subsidiary Guarantor, as the case may be, delivers to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and such
supplemental indenture comply with this Indenture.




     Section 5.02 Successor Person Substituted. Upon any consolidation or merger of the
Partnership or a Subsidiary Guarantor, as the case may be, or any sale, lease, conveyance, transfer
or other disposition of all or substantially all of the assets of the Partnership or such
Subsidiary Guarantor in accordance with Section 5.01, the Successor formed by such consolidation or
into or with which the Partnership or such Subsidiary Guarantor is merged or to which such sale,
lease, conveyance, transfer or other disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of the Partnership or such Subsidiary Guarantor, as the case
may be, under this Indenture and the Securities with the same effect as if such Successor had been
named as the Partnership or such Subsidiary Guarantor, as the case may be, herein and the
predecessor Partnership or Subsidiary Guarantor, in the case of a sale, conveyance, transfer or
other disposition, shall be released from all obligations under this Indenture, the Securities and,
in the case of a Subsidiary Guarantor, the Guarantee.



ARTICLE VI.

DEFAULTS AND REMEDIES




     Section 6.01 Events of Default. Unless either inapplicable to a particular series or
specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such series, an “Event of
Default,” wherever used herein with respect to Securities of any series, occurs if:



24









 





          (a) there is a default in the payment of interest on or any Additional Amounts with respect to
any Security of that series when the same becomes due and payable and such default continues for a
period of 30 days;




          (b) there is a default in the payment of the principal of or premium, if any, on any
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;




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




          (d) there is a failure on the part of the Partnership, or if any series of Securities
outstanding under this Indenture is entitled to the benefits of a Guarantee by the Subsidiary
Guarantors, 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 Securities of that series, in any resolution of the Board of Directors authorizing the
issuance of that series of Securities, in this Indenture with respect to such series or in any
supplemental Indenture with respect to such series (other than a default in the performance of a
covenant which is specifically dealt with elsewhere in this Section 6.01), 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,
by registered or certified mail, 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 Securities of that series at
the time outstanding;




          (e) the Partnership, or if any series of Securities outstanding under this Indenture is
entitled to the benefits of a Guarantee by the Subsidiary Guarantors, 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 Bankruptcy 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
remains unstayed and in effect for 60 days and that:



               (i) is for relief against the Partnership or any Subsidiary Guarantor as debtor in an
involuntary case,



25









 





               (ii) appoints a Bankruptcy Custodian of the Partnership or any Subsidiary Guarantor or a
Bankruptcy Custodian for all or substantially all of the property of the Partnership or any
Subsidiary Guarantor, or



               (iii) orders the liquidation of the Partnership or any Subsidiary Guarantor;



          (g) if any series of Securities outstanding under this Indenture is entitled to the benefits
of a Guarantee by the Subsidiary Guarantors, any of the Subsidiary Guarantors ceases to be in full
force and effect with respect to 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 (if applicable) denies or disaffirms its obligations under this Indenture or such
Guarantee; or




          (h) any other Event of Default provided with respect to Securities of that series occurs.




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



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



     When a Default is cured, it ceases.



     Notwithstanding the foregoing provisions of this Section 6.01, if the principal of, premium
(if any) or interest on or Additional Amounts with respect to any Security is payable in a currency
or currencies (including a composite currency) other than Dollars and such currency or currencies
are not available to the Partnership or a Subsidiary Guarantor for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control of the Partnership or
such Subsidiary Guarantor (a “Conversion Event”), each of the Partnership and the Subsidiary
Guarantors will be entitled to satisfy its obligations to Holders of the Securities by making such
payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other
currency, as determined by the Partnership or the Subsidiary Guarantor making such payment, as the
case may be, by reference to the Exchange Rate on the date of such payment, or, if such rate is not
then available, on the basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 6.01, any payment made under such circumstances in Dollars
where the required payment is in a currency other than Dollars will not constitute an Event of
Default under this Indenture.



     Promptly after the occurrence of a Conversion Event, the Partnership or a Subsidiary Guarantor
shall give written notice thereof to the Trustee; and the Trustee, promptly after receipt of such
notice, shall give notice thereof in the manner provided in Section 11.02 to the Holders. Promptly
after the making of any payment in Dollars as a result of a Conversion Event, the Partnership or
the Subsidiary Guarantor making such payment, as the case may be, shall give



26









 




notice in the manner provided in Section 11.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.




     A Default under clause (d) or (h) of this Section 6.01 is not an Event of Default until the
Trustee notifies the Partnership and the Subsidiary Guarantors, or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by such Default (or, in
the case of a Default under clause (d) of this Section 6.01, if outstanding Securities of other
series are affected by such Default, then at least 25% in principal amount of the then outstanding
Securities so affected) notify the Partnership, the Subsidiary Guarantors and the Trustee, of the
Default, and the Partnership or the applicable Subsidiary Guarantor, as the case may be, fails to
cure the Default within 60 days after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a “Notice of Default.”



     Section 6.02 Acceleration. If an Event of Default with respect to any Securities of
any series at the time outstanding (other than an Event of Default specified in clause (e) or (f)
of Section 6.01) occurs and is continuing, the Trustee by notice to the Partnership and the
Subsidiary Guarantors, or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Event of Default (or, in the case of an Event of Default
described in clause (d) of Section 6.01, if outstanding Securities of other series are affected by
such Event of Default, then at least 25% in principal amount of the then outstanding Securities so
affected) by notice to the Partnership, the Subsidiary Guarantors and the Trustee, may declare the
principal of (or, if any such Securities are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that series) and all accrued and unpaid
interest on all then outstanding Securities of such series or of all series, as the case may be, to
be due and payable. Upon any such declaration, the amounts due and payable on the Securities shall
be due and payable immediately. If an Event of Default specified in clause (e) or (f) of Section
6.01 hereof occurs, such amounts shall ipso facto become and be immediately due and payable without
any declaration, notice or other act on the part of the Trustee or any Holder. The Holders of a
majority in principal amount of the then outstanding Securities of the series affected by such
Event of Default or all series, as the case may be, by written notice to the Trustee may rescind an
acceleration and its consequences (other than nonpayment of principal of or premium or interest on
or any Additional Amounts with respect to the Securities) if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to Securities of that
series (or of all series, as the case may be) have been cured or waived, except nonpayment of
principal, premium, interest or any Additional Amounts that has become due solely because of the
acceleration.



     Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of, or premium, if any,
or interest on the Securities or to enforce the performance of any provision of the Securities or
this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair
the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.



27









 





     Section 6.04 Waiver of Defaults. Subject to Sections 6.07 and 9.02, the Holders of a
majority in principal amount of the then outstanding Securities of any series or of all series
(acting as one class) by notice to the Trustee may waive an existing or past Default or Event of
Default with respect to such series or all series, as the case may be, and its consequences
(including waivers obtained in connection with a tender offer or exchange offer for Securities of
such series or all series or a solicitation of consents in respect of Securities of such series or
all series, provided that in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series or all series (but the terms of such offer or solicitation
may vary from series to series)), except (a) a continuing Default or Event of Default in the
payment of the principal of, or premium, if any, or interest on or any Additional Amounts with
respect to any Security or (b) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.



     Section 6.05 Control by Majority. With respect to Securities of any series, the
Holders of a majority in principal amount of the then outstanding Securities of such series may
direct in writing the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on it relating to or arising under an
Event of Default described in clause (a), (b), (c) or (g) of Section 6.01, and with respect to all
Securities, the Holders of a majority in principal amount of all the then outstanding Securities
affected may direct in writing the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it not relating to or
arising under such an Event of Default. However, the Trustee may refuse to follow any direction
that conflicts with applicable law, or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion from Holders directing the
Trustee against all losses and expenses caused by taking or not taking such action.



     Section 6.06 Limitations on Suits. Subject to Section 6.07 hereof, a Holder of a
Security of any series may pursue a remedy with respect to this Indenture or the Securities of such
series only if:



          (a) the Holder gives to the Trustee written notice of a continuing Event of Default with
respect to such series;




          (b) the Holders of at least 25% in principal amount of the then outstanding Securities of such
series make a written request to the Trustee to pursue the remedy;




          (c) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense in its sole discretion;




          (d) the Trustee does not comply with the request within 60 days after receipt of the request
and the offer of indemnity; and







28









 








          (e) during such 60-day period the Holders of a majority in principal amount of the Securities
of that series do not give the Trustee a direction inconsistent with the request.




     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.



     Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder of a Security to receive payment of principal
of and premium, if any, and interest on and any Additional Amounts with respect to the Security, on
or after the respective due dates expressed in the Security, or to bring suit for the enforcement
of any such payment on or after such respective dates, is absolute and unconditional and shall not
be impaired or affected without the consent of the Holder.



     Section 6.08 Collection Suit by Trustee. If an Event of Default specified in clause
(a) or (b) of Section 6.01 hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Partnership or a Subsidiary
Guarantor for the amount of principal, premium (if any), interest and any Additional Amounts
remaining unpaid on the Securities of the series affected by the Event of Default, and interest on
overdue principal and premium, if any, and, to the extent lawful, interest on overdue interest, and
such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.



     Section 6.09 Trustee May File Proofs of Claim. The Trustee is authorized to file such
proofs of claim and other papers or documents and to take such actions, including participating as
a member, voting or otherwise, of any committee of creditors, as may be necessary or advisable to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relative to the Partnership or a Subsidiary Guarantor or their respective
creditors or properties and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any Bankruptcy Custodian in
any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the Holders of the
Securities may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the
rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.



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     Section 6.10 Priorities. If the Trustee collects any money pursuant to this Article
VI, it shall pay out the money in the following order:



          (a) First: to the Trustee for amounts due under Section 7.07;




          (b) Second: to Holders for amounts due and unpaid on the Securities in respect of which or
for the benefit of which such money has been collected, for principal, premium (if any), interest
and any Additional Amounts ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal, premium (if any), interest and any
Additional Amounts, respectively; and




          (c) Third: to the Partnership.




     The Trustee, upon prior written notice to the Partnership, may fix record dates and payment
dates for any payment to Holders pursuant to this Article VI.



     To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment
against the Partnership or a Subsidiary Guarantor in any court it is necessary to convert the sum
due in respect of the principal of, premium (if any) or interest on or Additional Amounts with
respect to the Securities of any series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day in The City of New York
next preceding that on which final judgment is given. Neither the Partnership, any Subsidiary
Guarantor nor the Trustee shall be liable for any shortfall nor shall it benefit from any windfall
in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates
between the time the amount of a judgment against it is calculated as above and the time the
Trustee converts the Judgment Currency into the Required Currency to make payments under this
Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts
owed by the Partnership and the Subsidiary Guarantors on the claim or claims underlying such
judgment.



     Section 6.11 Undertaking for Costs. 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 a trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant
to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the then
outstanding Securities of any series.



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ARTICLE VII.

TRUSTEE




     Section 7.01 Duties of Trustee.



          (a) If an Event of Default has occurred and is continuing, 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
such exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.




          (b) Except during the continuance of an Event of Default with respect to the Securities of any
series:




               (i) the Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



               (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine such certificates and opinions to determine whether, on their face, they
appear to conform to the requirements of this Indenture.



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




               (i) this paragraph does not limit the effect of Section 7.01(b);



               (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and



               (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 6.05.



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to the provisions of this Section 7.01.




          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or expense.




          (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Partnership and the Subsidiary Guarantors. Money held in
trust by the Trustee need not be segregated from other funds except to the extent required by law.
All money received by the Trustee shall, until applied as herein provided, be






31









 







held in trust for the payment of the principal of, premium (if any) and interest on and
Additional Amounts with respect to the Securities.




     Section 7.02 Rights of Trustee.



          (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document.




          (b) Before the Trustee acts or refrains from acting, it may require that instruction in the
form of an Officers’ Certificate or an Opinion of Counsel or both to be provided. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such
instruction, Officers’ Certificate or Opinion of Counsel. The Trustee may consult at the
Partnership’s expense with counsel of its selection and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.




          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers conferred upon it by this
Indenture.




          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Partnership or any Subsidiary Guarantor shall be sufficient if signed by an
Officer of the General Partner.




          (f) The Trustee shall not be obligated to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document.




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




          (h) The Trustee may request that the Partnership deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.




     Section 7.03 May Hold Securities. The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the Partnership, any
Subsidiary Guarantor or any of their respective Affiliates with the same rights it would have if it



32









 




were not Trustee. Any Agent may do the same with like rights and duties. However, the
Trustee is subject to Sections 7.10 and 7.11.




     Section 7.04 Trustee’s Disclaimer. The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be accountable for the
Partnership’s use of the proceeds from the Securities or any money paid to the Partnership or any
Subsidiary Guarantor or upon the Partnership’s or such Subsidiary Guarantor’s direction under any
provision hereof, it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee and it shall not be responsible for any statement or
recital herein or any statement in the Securities other than its certificate of authentication.



     Section 7.05 Notice of Defaults. If a Default or Event of Default with respect to the
Securities of any series occurs and is continuing and it is known to the Trustee, the Trustee shall
mail to Holders of Securities of such series a notice of the Default or Event of Default within 90
days after it has knowledge thereof. Except in the case of a Default or Event of Default in
payment of principal of, premium (if any) and interest on and Additional Amounts or any sinking
fund installment with respect to the Securities of such series, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Holders of Securities of such series.



     Section 7.06 Reports by Trustee to Holders. Within 60 days after each September 15 of
each year after the execution of this Indenture, the Trustee shall mail to Holders of a series, the
Subsidiary Guarantors and the Partnership a brief report dated as of such reporting date 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 with respect to a series,
no report need be transmitted to Holders of such series. The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports if and as required by TIA
Sections 313(c) and 313(d). A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Partnership or a Subsidiary Guarantor with the SEC and
each securities exchange, if any, on which the Securities of such series are listed. The
Partnership shall notify the Trustee if and when any series of Securities is listed on any
securities exchange.



     Section 7.07 Compensation and Indemnity. The Partnership agrees to pay to the Trustee
for its acceptance of this Indenture and services hereunder such compensation as the Partnership
and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Partnership agrees to
reimburse the Trustee upon request for all reasonable disbursements, advances and expenses incurred
by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.



     The Partnership hereby indemnifies the Trustee and any predecessor Trustee against any and all
loss, liability, damage, claim or expense, including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee), incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the Subsidiary Guarantors
promptly of any claim for which it may seek indemnity, but the failure to



33









 




provide such notice shall not affect the Trustee’s rights under this Section 7.07 except to
the extent that the Partnership is actually prejudiced thereby . The Partnership shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and
the Partnership shall pay the reasonable fees and expenses of such counsel. The Partnership need
not pay for any settlement made without its consent, which shall not be unreasonably withheld or
delayed.




     The Partnership shall not be obligated to reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through the Trustee’s gross negligence or bad faith.



     To secure the payment obligations of the Partnership in this Section 7.07, the Trustee shall
have a lien prior to the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay principal of, premium (if any) and interest on and any Additional
Amounts with respect to Securities of any series. Such lien and the Partnership’s obligations
under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.



     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 7.08 Replacement of Trustee. A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. The Trustee may resign and be
discharged at any time with respect to the Securities of one or more series by so notifying the
Partnership and the Subsidiary Guarantors. The Holders of a majority in principal amount of the
then outstanding Securities of any series may remove the Trustee with respect to the Securities of
such series by so notifying the Trustee, the Partnership and the Subsidiary Guarantors. The
Partnership may remove the Trustee if:



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




          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;




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




          (d) the Trustee otherwise becomes incapable of acting.




     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, with respect to the Securities of one or more series, the Partnership shall promptly
appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series). Within one year after the successor Trustee with
respect to the Securities of any series takes office, the Holders of a majority in principal amount
of the Securities of such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.



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     If a successor Trustee with respect to the Securities of any series does not take office
within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed
Trustee, the Partnership, any Subsidiary Guarantor or the Holders of at least 10% in principal
amount of the then outstanding Securities of such series may (at the expense of the Partnership)
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.



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



     In case of the appointment of a successor Trustee with respect to all Securities, each such
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to
the Partnership and to the Subsidiary Guarantors. 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 retiring Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders. 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 7.07.



     In case of the appointment of a successor Trustee with respect to the Securities of one or
more (but not all) series, the Partnership, the Subsidiary Guarantors, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more (but not all) series shall
execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept
such appointment and that (i) shall confer to each successor Trustee all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with
respect to all Securities, shall confirm that all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee and (iii) 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. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such
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. Upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein and each such successor Trustee shall have all the rights, powers
and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates. On request of the Partnership or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the
right to deduct its unpaid fees and expenses, including attorneys’ fees.



     Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08, the
obligations of the Partnership under Section 7.07 shall continue for the benefit of the retiring
Trustee or Trustees.



35










 





     Section 7.09 Successor Trustee by Merger, etc. Subject to Section 7.10, if the
Trustee consolidates, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the successor corporation without any further act
shall be the successor Trustee; provided, however, that in the case of a transfer of all or
substantially all of its corporate trust business to another corporation, the transferee
corporation expressly assumes all of the Trustee’s liabilities hereunder.



     In case any Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated; and in case at that time any
of the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such 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 Securities or in this Indenture provided that the certificate of the Trustee shall have.



     Section 7.10 Eligibility; Disqualification. There shall at all times be a Trustee
hereunder which shall be a corporation or banking association organized and doing business under
the laws of the United States, any State thereof or the District of Columbia and authorized under
such laws to exercise corporate trust power, shall be subject to supervision or examination by
federal or state (or the District of Columbia) authority and shall have, or be a subsidiary of a
bank or bank holding company having, a combined capital and surplus of at least $50 million as set
forth in its most recent published annual report of condition.



     The Indenture shall always have a Trustee who satisfies the requirements of TIA Sections
310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions
of TIA Section 310(b) during the period of time required by this Indenture. Nothing in this
Indenture shall prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).



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



ARTICLE VIII.

DISCHARGE OF INDENTURE




     Section 8.01 Termination of the Partnership’s and the Subsidiary Guarantors’
Obligations.



          (a) This Indenture shall cease to be of further effect with respect to the Securities of a
series (except that the Partnership’s obligations under Section 7.07, the Trustee’s and Paying
Agent’s obligations under Section 8.03 and the rights, powers, protections and privileges accorded
the Trustee under Article VII shall survive), and the Trustee and the Subsidiary Guarantors, on
demand of the Partnership, shall execute proper instruments






36









 







acknowledging the satisfaction and discharge of this Indenture with respect to the Securities
of such series, when:




               (i) either:



                    (A) all outstanding Securities of such series theretofore authenticated and issued (other than
destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the
Trustee for cancellation; or



                    (B) all outstanding Securities of such series not theretofore delivered to the Trustee for
cancellation:



                         (1) have become due and payable, or



                         (2) will become due and payable at their Stated Maturity within one year, or



                         (3) are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of
the Partnership, and, in the case of clause (1), (2) or (3) above, the Partnership or a Subsidiary
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as funds
(immediately available to the Holders in the case of clause (1)) in trust for such purpose (x) cash
in an amount, or (y) Government Obligations, maturing as to principal and interest at such times
and in such amounts as will ensure the availability of cash in an amount or (z) a combination
thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of
such series for principal and interest to the date of such deposit (in the case of Securities which
have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity
or Redemption Date, as the case may be; or



                    (C) the Partnership and the Subsidiary Guarantors have properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to
the Securities of such series;



               (ii) the Partnership or a Subsidiary Guarantor has paid or caused to be paid all other sums
payable by them hereunder with respect to the Securities of such series; and



               (iii) the Partnership has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities
of such series have been complied with, together with an Opinion of Counsel to the same effect.



          (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series
as contemplated by Section 2.01, the Partnership may, at its option, terminate certain of its and
the Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with
respect to the Securities of a series if:







37









 








               (i) the Partnership or a Subsidiary Guarantor has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for and dedicated solely to the benefit of the
Holders of Securities of such series, (A) money in the currency in which payment of the Securities
of such series is to be made in an amount, or (B) Government Obligations with respect to such
series, maturing as to principal and interest at such times and in such amounts as will ensure the
availability of money in the currency in which payment of the Securities of such series is to be
made in an amount or (C) a combination thereof, that is sufficient, in the opinion (in the case of
clauses (B) and (C)) of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay the principal of and premium (if
any) and interest on all Securities of such series on each date that such principal, premium (if
any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as
provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the
Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such
Government Obligations to the payment of said principal, premium (if any) and interest with respect
to the Securities of such series as the same shall become due;



               (ii) the Partnership has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities
of such series have been complied with, and an Opinion of Counsel to the same effect;



               (iii) no Default or Event of Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit;



               (iv) the Partnership shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the
Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of
the Partnership’s exercise of its option under this Section 8.01(b) and will be subject to U.S.
Federal income tax on the same amount and in the same manner and at the same times as would have
been the case if such option had not been exercised;



               (v) the Partnership and the Subsidiary Guarantors have complied with any additional conditions
specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series
pursuant to this Section 8.01; and



               (vi) such deposit and discharge shall not cause the Trustee to have a conflicting interest as
defined in TIA Section 310(b).



     In such event, this Indenture shall cease to be of further effect (except as set forth in this
paragraph), and the Trustee and the Subsidiary Guarantors, on demand of the Partnership, shall
execute proper instruments acknowledging satisfaction and discharge under this Indenture. However,
the Partnership’s and the Subsidiary Guarantors’ respective obligations in Sections 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee’s and Paying Agent’s
obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee
under Article VII shall survive until all Securities of such series are no



38









 




longer outstanding. Thereafter, only the Partnership’s obligations in Section 7.07 and the
Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities
of such series.




     After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the
other conditions set forth herein, the Trustee upon request shall acknowledge in writing the
discharge of the Partnership’s and the Subsidiary Guarantors’ obligations under this Indenture with
respect to the Securities of such series except for those surviving obligations specified above.



     In order to have money available on a payment date to pay principal of or premium (if any) or
interest on the Securities, the Government Obligations shall be payable as to principal or interest
on or before such payment date in such amounts as will provide the necessary money. Government
Obligations shall not be callable at the issuer’s option.



          (c) If the Partnership and the Subsidiary Guarantors have previously complied or are
concurrently complying with Section 8.01(b) (other than any additional conditions specified
pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to
Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to
Securities of such series as contemplated by Section 2.01, the Partnership may elect that its and
the Subsidiary Guarantors’ respective obligations to make payments with respect to Securities of
such series be discharged (“legal defeasance”), if:




               (i) no Default or Event of Default under clauses (e) and (f) of Section 6.01 hereof shall have
occurred at any time during the period ending on the 91st day after the date of deposit
contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);



               (ii) unless otherwise specified with respect to Securities of such series as contemplated by
Section 2.01, the Partnership has delivered to the Trustee an Opinion of Counsel from a nationally
recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(iv) with
respect to such legal defeasance, which opinion is based on (A) a private ruling of the Internal
Revenue Service addressed to the Partnership, (B) a published ruling of the Internal Revenue
Service pertaining to a comparable form of transaction or (C) a change in the applicable federal
income tax law (including regulations) after the date of this Indenture;



               (iii) the Partnership and the Subsidiary Guarantors have complied with any other conditions
specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such
series pursuant to this Section 8.01(c); and



               (iv) the Partnership has delivered to the Trustee a Partnership Request requesting such legal
defeasance of the Securities of such series and an Officers’ Certificate stating that all
conditions precedent with respect to such legal defeasance of the Securities of such series have
been complied with, together with an Opinion of Counsel to the same effect.



     In such event, the Partnership and the Subsidiary Guarantors will be discharged from their
respective obligations under this Indenture and the Securities of such series to pay principal



39









 




of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities
of such series, the Partnership’s and the Subsidiary Guarantors’ respective obligations under
Sections 4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the entire
indebtedness of the Partnership evidenced by such Securities and of the Subsidiary Guarantors
evidenced by the related Guarantees shall be deemed paid and discharged.




          (d) If and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such series as contemplated
by Section 2.01, each of the Partnership and the Subsidiary Guarantors may terminate any or all of
its obligations under this Indenture with respect to Securities of a series and any or all of its
obligations under the Securities of such series if it fulfills such other means of satisfaction and
discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series.




          (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section
8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the Partnership shall make
such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Partnership.




     Section 8.02 Application of Trust Money. The Trustee or a trustee satisfactory to the
Trustee and the Partnership shall hold in trust money or Government Obligations deposited with it
pursuant to Section 8.01 hereof. It shall apply the deposited money and the money from Government
Obligations through the Paying Agent and in accordance with this Indenture to the payment of
principal of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities of the series with respect to which the deposit was made.



     Section 8.03 Repayment to Partnership or Subsidiary Guarantor. The Trustee and the
Paying Agent shall promptly pay to the Partnership or any Subsidiary Guarantor any excess money or
Government Obligations (or proceeds therefrom) held by them at any time upon the written request of
the Partnership.



     Subject to the requirements of any applicable abandoned property laws, the Trustee and the
Paying Agent shall pay to the Partnership upon written request any money held by them for the
payment of principal, premium (if any), interest or any Additional Amounts that remain unclaimed
for two years after the date upon which such payment shall have become due. After payment to the
Partnership, Holders entitled to the money must look to the Partnership for payment as general
creditors unless an applicable abandoned property law designates another Person, and all liability
of the Trustee and the Paying Agent with respect to such money shall cease.



     Section 8.04 Reinstatement. If the Trustee or the Paying Agent is unable to apply any
money or Government Obligations deposited with respect to Securities of any series in accordance
with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the obligations of the Partnership and the Subsidiary Guarantors under this



40









 




Indenture with respect to the Securities of such series and under the Securities of such
series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01
until such time as the Trustee or the Paying Agent is permitted to apply all such money or
Government Obligations in accordance with Section 8.01; provided, however, that if the Partnership
or any Subsidiary Guarantor has made any payment of principal of, premium (if any) or interest on
or any Additional Amounts with respect to any Securities because of the reinstatement of its
obligations, the Partnership or such Subsidiary Guarantor, as the case may be, shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the money or
Government Obligations held by the Trustee or the Paying Agent.




ARTICLE IX.

SUPPLEMENTAL INDENTURES AND AMENDMENTS




     Section 9.01 Without Consent of Holders. The Partnership, the Subsidiary Guarantors
and the Trustee may amend or supplement this Indenture or the Securities or waive any provision
hereof or thereof without the consent of any Holder:



          (a) to cure any ambiguity, omission, defect or inconsistency;




          (b) to comply with Section 5.01;




          (c) to provide for uncertificated Securities in addition to or in place of certificated
Securities, or to provide for the issuance of bearer Securities (with or without coupons);




          (d) to provide any security for, or to add any guarantees of or additional obligors on, any
series of Securities or the related Guarantees;




          (e) to comply with any requirement in order to effect or maintain the qualification of this
Indenture under the TIA;




          (f) to add to the covenants of the Partnership or any Subsidiary Guarantor for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly being included solely
for the benefit of such series), or to surrender any right or power herein conferred upon the
Partnership or any Subsidiary Guarantor;




          (g) to add any additional Events of Default with respect to all or any series of the
Securities (and, if any Event of Default is applicable to less than all series of Securities,
specifying the series to which such Event of Default is applicable);




          (h) to change or eliminate any of the provisions of this Indenture; provided that any such
change or elimination shall become effective only when there is no outstanding Security of any
series created prior to the execution of such amendment or supplemental indenture that is adversely
affected in any material respect by such change in or elimination of such provision;







41









 








          (i) to establish the form or terms of Securities of any series as permitted by Section 2.01;




          (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of Securities pursuant to
Section 8.01; provided, however, that any such action shall not adversely affect the interest of
the Holders of Securities of such series or any other series of Securities in any material respect;
or




          (k) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the 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, pursuant to the requirements of Section 7.08.




     Upon the request of the Partnership, accompanied by a Board Resolution, and upon receipt by
the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06,
join with the Partnership and the Subsidiary Guarantors in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.



     Section 9.02 With Consent of Holders. Except as provided below in this Section 9.02,
the Partnership, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
with the written consent (including consents obtained in connection with a tender offer or exchange
offer for Securities of any one or more series or all series or a solicitation of consents in
respect of Securities of any one or more series or all series, provided that in each case such
offer or solicitation is made to all Holders of then outstanding Securities of each such series
(but the terms of such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all series affected by
such amendment or supplement (acting as one class).



     Upon the request of the Partnership, accompanied by a Board Resolution, and upon the filing
with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06,
join with the Partnership and the Subsidiary Guarantors in the execution of such amendment or
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 amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.



     The Holders of a majority in principal amount of the then outstanding Securities of one or
more series or of all series may waive compliance in a particular instance by the Partnership or
any Subsidiary Guarantor with any provision of this Indenture with respect to Securities of such
series (including waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities of such series,
provided that in each case such offer or solicitation is made to all Holders of then outstanding



42









 




Securities of such series (but the terms of such offer or solicitation may vary from series to
series)).




     However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not:



          (a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or
waiver;




          (b) reduce the rate of or change the time for payment of interest, including default interest,
on any Security;




          (c) reduce the principal of, any premium on or any mandatory sinking fund payment with respect
to, or change the Stated Maturity of, any Security or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.02;




          (d) reduce the premium, if any, payable upon the redemption of any Security or change the time
at which any Security may or shall be redeemed;




          (e) change any obligation of the Partnership or any Subsidiary Guarantor to pay Additional
Amounts with respect to any Security;




          (f) change the coin or currency or currencies (including composite currencies) in which any
Security or any premium, interest or Additional Amounts with respect thereto are payable;




          (g) impair the right to institute suit for the enforcement of any payment of principal of,
premium (if any) or interest on or any Additional Amounts with respect to any Security pursuant to
Sections 6.07 and 6.08, except as limited by Section 6.06;




          (h) make any change in the percentage of principal amount of Securities necessary to waive
compliance with certain provisions of this Indenture pursuant to Section 6.04 or 6.07 or make any
change in this sentence of Section 9.02;




          (i) waive a continuing Default or Event of Default in the payment of principal of, premium (if
any) or interest on or Additional Amounts with respect to the Securities; or




          (j) release any Subsidiary Guarantors or modify the Guarantee in any manner adverse to the
Holders.




     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of 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 Securities of any other series.



43









 





     The right of any Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Partnership or any Subsidiary Guarantor to
obtain any such consent otherwise required from such Holder) may be subject to the requirement that
such Holder shall have been the Holder of record of any Securities with respect to which such
consent is required or sought as of a date identified by the Partnership or such Subsidiary
Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture.



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Partnership shall mail to the Holders of each Security affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Partnership to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver.



     Section 9.03 Compliance with Trust Indenture Act. Every amendment or supplement to
this Indenture or the Securities shall comply in form and substance with the TIA as then in effect.



     Section 9.04 Revocation and Effect of Consents. Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the consent as to his or her Security or
portion of a Security if the Trustee receives written notice of revocation before a date and time
therefor identified by the Partnership or any Subsidiary Guarantor in a notice furnished to such
Holder in accordance with the terms of this Indenture or, if no such date and time shall be
identified, the date the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every
Holder.



     The Partnership or any Subsidiary Guarantor may, but shall not be obligated to, fix a record
date (which need not comply with TIA Section 316(c)) for the purpose of determining the Holders
entitled to consent to any amendment, supplement or waiver or to take any other action under this
Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or
waiver or to revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of Securities required
hereunder for such amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.



     After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless
it is of the type described in any of clauses (a) through (i) of Section 9.02 hereof. In such
case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every
subsequent Holder that evidences the same debt as the consenting Holder’s Security.



44









 





     Section 9.05 Notation on or Exchange of Securities. If an amendment or supplement
changes the terms of an outstanding Security, the Partnership may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security at the request of the Partnership regarding the changed terms and return it to the Holder.
Alternatively, if the Partnership so determines, the Partnership in exchange for the Security
shall issue, and the Subsidiary Guarantors shall execute and the Trustee shall authenticate a new
Security that reflects the changed terms. Failure to make the appropriate notation or to issue a
new Security shall not affect the validity of such amendment or supplement.



     Securities of any series authenticated and delivered after the execution of any amendment or
supplement 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 amendment or supplement.



     Section 9.06 Trustee to Sign Amendments, etc. The Trustee shall sign any amendment or
supplement authorized pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may,
but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee
shall be entitled to receive, and, subject to Section 7.01 hereof, shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel provided at the expense of the
Partnership or a Subsidiary Guarantor as conclusive evidence that such amendment or supplement is
authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will
be valid and binding upon the Partnership and the Subsidiary Guarantors in accordance with its
terms.



ARTICLE X.

GUARANTEE




     Section 10.01 Guarantee.



          (a) Notwithstanding any provision of this Article X to the contrary, the provisions of this
Article X relating to the Subsidiary Guarantors shall be applicable only to, and inure solely to
the benefit of, the Securities of any series designated, pursuant to Section 2.01, 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 Securities and all other
amounts due and payable under this Indenture and the Securities by the Partnership, when and as
such principal, premium, if any, and interest shall become due and payable, whether at the stated
maturity or by declaration of acceleration, call for redemption or otherwise, according to the
terms of the Securities and this Indenture, subject to the limitations set forth in Section 10.03.




          (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






45









 







right of payment with all Debt of such Subsidiary Guarantor that is not, by its terms,
expressly subordinated in right of payment to the Guarantee. Each of the Subsidiary Guarantors
hereby agrees that its obligations hereunder shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Securities, the Guarantee
(including the Guarantee of any Subsidiary Guarantor) or this Indenture, the absence of any action
to enforce the same, any waiver or consent by any Holder of the Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against the Partnership or any
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 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 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 6.06, by the Holders, on
the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce the Guarantee without first proceeding against the Partnership or any other Subsidiary
Guarantor.




          (d) The obligations of each of the Subsidiary Guarantors under this Article X 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, (i) 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 Securities or this Indenture, (ii) 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, (iii) the assertion or exercise by the Partnership, any of the
Subsidiary Guarantors or the Trustee of any rights or remedies under the Securities or this
Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the
assignment or the purported assignment of any property as security for the Securities, including
all or any part of the rights of the Partnership or any of the Subsidiary Guarantors under this
Indenture, (v) 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 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, (vi) 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, (vii) 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 Securities, the Guarantee or this Indenture in any
such proceeding, (viii) 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, (ix) the unenforceability of the
Securities, the Guarantee or this Indenture or (x) any other circumstances (other than payment in
full or discharge of all amounts






46









 







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 (i) 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, (ii) 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 (iii) 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, them insolvency, bankruptcy or reorganization of the Partnership or
any of the Subsidiary Guarantors, the Guarantee shall, to the extent that such payment is or must
be rescinded or returned, be deemed to have continued in existence notwithstanding such
application, and the Guarantee shall continue to be effective or be reinstated, as the case may be,
as though such application had not been made.




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




     Section 10.02 Execution and Delivery of Guarantee. To further evidence the Guarantee
set forth in Section 10.01, each of the Subsidiary Guarantors hereby agrees that a notation
relating to such Guarantee, substantially in the form attached hereto as Annex A, may be endorsed
on each 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 the General Partner
or the Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that the Guarantee
set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation relating to the Guarantee. If any Officer of the General
Partner or the Subsidiary Guarantor, whose signature is on this Indenture or a Security no longer
holds that office at the time the Trustee authenticates such Security or at any time thereafter,
the Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the
Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors. The Trustee hereby accepts the
trusts in this Indenture upon the terms and conditions herein set forth.



     Section 10.03 Limitation on Liability of the Subsidiary Guarantors. Each Subsidiary
Guarantor and by its acceptance hereof each Holder of a Security entitled to the benefits of the
Guarantee hereby confirm that it is the intention of all such parties that the guarantee by such
Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance
for purposes of any federal or state law. To effectuate the foregoing intention, the Holders of a
Security entitled to the benefits of the Guarantee and the Subsidiary Guarantors hereby



47









 




irrevocably agree that the obligations of each Subsidiary Guarantor under its Guarantee shall
be limited to the maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and to any collections from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Guarantee, result in the obligations of such Subsidiary Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state
law.




     Section 10.04 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 this Section
10.04. Provided that no Default shall have occurred and shall be continuing under this Indenture,
any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article X 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 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, the Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Partnership other than obligations arising under this Indenture and
any Securities issued hereunder, except a discharge or release by or as a result of payment under
such guarantees.




          (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Subsidiary
Guarantor from the Guarantee upon receipt of a written request of the Partnership accompanied by an
Officers’ Certificate and an Opinion of Counsel that the Subsidiary Guarantor is entitled to such
release in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so
released remains liable for the full amount of principal of (and premium, if any, on) and interest
on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject
to the limitations of Section 10.03.




     Section 10.05 Contribution. In order to provide for just and equitable contribution
among the Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under
its Guarantee, such Funding Guarantor shall be entitled to a contribution from each other
Subsidiary Guarantor (as applicable) 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
Securities or any other Subsidiary Guarantor’s obligations with respect to its Guarantee.



48









 





ARTICLE XI.

MISCELLANEOUS




     Section 11.01 Trust Indenture Act Controls. If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by operation of TIA Section 318(c), the
imposed duties shall control.



     Section 11.02 Notices. Any notice or communication by the Partnership, any Subsidiary
Guarantor or the Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested), telex, facsimile or
overnight air courier guaranteeing next day delivery, to the other’s address:



     If to the Partnership or the Subsidiary Guarantors:


Energy Transfer Equity, L.P.

3738 Oak Lawn Avenue

Dallas, Texas 75219

Attn: Thomas P. Mason

Telephone: (214) 981-0700

Facsimile: (832) 668-1127




     If to the Trustee:


U.S. Bank National Association

5555 San Felipe Street, Suite 1150

Houston, Texas 77056

Attn: Corporate Trust Services

Facsimile: (713) 235-9213




     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; when answered back, if telexed; when receipt acknowledged, if by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.



     Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except in the case of
notice to the Trustee, it is duly given only when received.



49









 





     If the Partnership or a Subsidiary Guarantor mails a notice or communication to Holders, it
shall mail a copy to the others and to the Trustee and each Agent at the same time.



     All notices or communications, including without limitation notices to the Trustee, the
Partnership or a Subsidiary Guarantor by Holders, shall be in writing, except as otherwise set
forth herein.



     In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.



     Section 11.03 Communication by Holders with Other Holders. Holders may communicate
pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture
or the Securities. The Partnership, the Subsidiary Guarantors, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).



     Section 11.04 Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Partnership or a Subsidiary Guarantor to the Trustee to take any action under
this Indenture, the Partnership or such Subsidiary Guarantor, as the case may be, shall, if
requested by the Trustee, furnish to the Trustee at the expense of the Partnership or such
Subsidiary Guarantor, as the case may be:



          (a) an Officers’ Certificate (which shall include the statements set forth in Section 11.05)
stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been complied with; and




          (b) an Opinion of Counsel (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been complied with.




     Section 11.05 Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture
(other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the
provisions of TIA Section 314(e) and 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 or she has made such examination or
investigation as is necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and







50









 








          (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.




     Section 11.06 Rules by Trustee and Agents. The Trustee may make reasonable rules for
action by or at a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules
and set reasonable requirements for its functions.



     Section 11.07 Legal Holidays. 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.



     Section 11.08 No Recourse Against Others. A director, officer, employee, stockholder,
partner or other owner of the Partnership, a Subsidiary Guarantor or the Trustee, as such, shall
not have any liability for any obligations of the Partnership under the Securities, for any
obligations of any Subsidiary Guarantor under the Guarantee, or for any obligations of the
Partnership, any Subsidiary Guarantor or the Trustee under this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. U.S. Bank National
Association is acting under this Indenture solely as Trustee and not individually and recourse
against it as trustee for the obligations of the Partnership hereunder shall be limited solely to
the assets held by it in its capacity as Trustee. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the consideration for the
issue of Securities.



     Section 11.09 Governing Law. THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.



     Section 11.10 No Adverse Interpretation of Other Agreements. This Indenture may not
be used to interpret another indenture, loan or debt agreement of the Partnership, any Subsidiary
Guarantor or any Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.



     Section 11.11 Successors. All agreements of the Partnership and the Subsidiary
Guarantors in this Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.



     Section 11.12 Severability. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall, to the fullest extent permitted by applicable law, not in any way
be affected or impaired thereby.



     Section 11.13 Counterpart Originals. The parties may sign any number of copies of
this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



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     Section 11.14 Table of Contents, Headings, etc. The table of contents,
cross-reference table and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part hereof and shall in no
way modify or restrict any of the terms or provisions hereof.



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



	 	 	 	 	 	 	 

	 	 	ISSUER:	 	 
	 
	 	 	 	 	 	 
	 	 	ENERGY TRANSFER EQUITY, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LE GP, LLC	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. McReynolds	 	 
	 

	 	Name:
	 	 

John W. McReynolds
	 	 
	 

	 	Title:
	 	President and Chief Financial Officer	 	 






Signature Page to Indenture














 








	 	 	 	 	 	 	 

	 	 	TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven A. Finklea	 	 
	 

	 	Name:
	 	 

Steven A. Finklea
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Indenture
















 








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 Securities and all other amounts due and
payable under the Indenture and the Securities by the Partnership.



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



	 	 	 	 	 	 	 

	 	 	[NAME OF SUBSIDIARY GUARANTOR(S)]
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Annex A-1