exv4w3






Exhibit 4.3




 

 






CROSSTEX ENERGY, L.P.




CROSSTEX ENERGY FINANCE CORPORATION



as Issuers



and



ANY SUBSIDIARY GUARANTORS PARTY HERETO



and



[                  
                                          

]



as Trustee


 





Indenture




Dated as of                   
                      




 





Subordinated Debt Securities



 

 






 









 














CROSSTEX ENERGY, L.P.




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of                       
                  



 





	 	 	 	 	 
	Section of	 	 	 	 
	Trust Indenture	 	 	 	Section(s) of
	Act of 1939	 	 	 	Indenture
	 	 	 
	 	 
	§ 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
	§ 311
	 	(a)

	 	 7.11
	 	 	(b)

	 	 7.11
	 	 	(c)

	 	Not Applicable
	§ 312
	 	(a)

	 	 2.07
	 	 	(b)

	 	 12.03
	 	 	(c)

	 	 12.03
	§ 313
	 	(a)

	 	 7.06
	 	 	(b)

	 	 7.06
	 	 	(c)

	 	 7.06
	 	 	(d)

	 	 7.06
	§ 314
	 	(a)

	 	 4.03, 4.04
	 	 	(b)

	 	Not Applicable
	 	 	(c)(1)

	 	 12.04
	 	 	(c)(2)

	 	 12.04
	 	 	(c)(3)

	 	Not Applicable
	 	 	(d)

	 	Not Applicable
	 	 	(e)

	 	 12.05
	§ 315
	 	(a)

	 	 7.01(b)
	 	 	(b)

	 	 7.05
	 	 	(c)

	 	 7.01(a)
	 	 	(d)

	 	 7.01(c)
	 	 	(d)(1)

	 	 7.01(c)(1)
	 	 	(d)(2)

	 	 7.01(c)(2)
	 	 	(d)(3)

	 	 7.01(c)(3)
	 	 	(e)

	 	 6.11
	§ 316
	 	(a)(1)(A)

	 	 6.05
	 	 	(a)(1)(B)

	 	 6.04
	 	 	(a)(2)

	 	Not Applicable
	 	 	(a)(last sentence)

	 	 2.11
	 	 	(b)

	 	  6.07
	§ 317
	 	(a)(1)

	 	 6.08
	 	 	(a)(2)

	 	 6.09
	 	 	(b)

	 	 2.06
	§ 318
	 	(a)

	 	 12.01








 




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




i 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 1.01

	 	Definitions
	 	 	1	 
	SECTION 1.02

	 	Other Definitions
	 	 	7	 
	SECTION 1.03

	 	Incorporation by Reference of Trust Indenture Act
	 	 	7	 
	SECTION 1.04

	 	Rules of Construction
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE II THE SECURITIES	 	 	8	 
	 
	 	 	 	 	 	 
	SECTION 2.01

	 	Amount Unlimited; Issuable in Series
	 	 	8	 
	SECTION 2.02

	 	Denominations
	 	 	11	 
	SECTION 2.03

	 	Forms Generally
	 	 	11	 
	SECTION 2.04

	 	Execution, Authentication, Delivery and Dating
	 	 	12	 
	SECTION 2.05

	 	Registrar and Paying Agent
	 	 	14	 
	SECTION 2.06

	 	Paying Agent to Hold Money in Trust
	 	 	14	 
	SECTION 2.07

	 	Holder Lists
	 	 	15	 
	SECTION 2.08

	 	Transfer and Exchange
	 	 	15	 
	SECTION 2.09

	 	Replacement Securities
	 	 	15	 
	SECTION 2.10

	 	Outstanding Securities
	 	 	16	 
	SECTION 2.11

	 	Original Issue Discount and Treasury Securities
	 	 	16	 
	SECTION 2.12

	 	Temporary Securities
	 	 	16	 
	SECTION 2.13

	 	Cancellation
	 	 	17	 
	SECTION 2.14

	 	Payments; Defaulted Interest
	 	 	17	 
	SECTION 2.15

	 	Persons Deemed Owners
	 	 	18	 
	SECTION 2.16

	 	Computation of Interest
	 	 	18	 
	SECTION 2.17

	 	Global Securities; Book-Entry Provisions
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE III REDEMPTION	 	 	20	 
	 
	 	 	 	 	 	 
	SECTION 3.01

	 	Applicability of Article
	 	 	20	 
	SECTION 3.02

	 	Notice to the Trustee
	 	 	21	 
	SECTION 3.03

	 	Selection of Securities To Be Redeemed
	 	 	21	 
	SECTION 3.04

	 	Notice of Redemption
	 	 	21	 
	SECTION 3.05

	 	Effect of Notice of Redemption
	 	 	22	 
	SECTION 3.06

	 	Deposit of Redemption Price
	 	 	22	 
	SECTION 3.07

	 	Securities Redeemed in Part
	 	 	23	 
	SECTION 3.08

	 	Purchase of Securities
	 	 	23	 
	SECTION 3.09

	 	Mandatory and Optional Sinking Funds
	 	 	23	 
	SECTION 3.10

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	23	 
	SECTION 3.11

	 	Redemption of Securities for Sinking Fund
	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE IV COVENANTS	 	 	24	 
	 
	 	 	 	 	 	 
	SECTION 4.01

	 	Payment of Securities
	 	 	24	 
	SECTION 4.02

	 	Maintenance of Office or Agency
	 	 	25	 






ii 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 4.03

	 	SEC Reports; Financial Statements
	 	 	25	 
	SECTION 4.04

	 	Compliance Certificate
	 	 	26	 
	SECTION 4.05

	 	Existence
	 	 	27	 
	SECTION 4.06

	 	Waiver of Stay, Extension or Usury Laws
	 	 	27	 
	SECTION 4.07

	 	Additional Amounts
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE V SUCCESSORS	 	 	27	 
	 
	 	 	 	 	 	 
	SECTION 5.01

	 	Limitations on Mergers and Consolidations
	 	 	27	 
	SECTION 5.02

	 	Successor Person Substituted
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	 	 	28	 
	 
	 	 	 	 	 	 
	SECTION 6.01

	 	Events of Default
	 	 	28	 
	SECTION 6.02

	 	Acceleration
	 	 	30	 
	SECTION 6.03

	 	Other Remedies
	 	 	31	 
	SECTION 6.04

	 	Waiver of Defaults
	 	 	31	 
	SECTION 6.05

	 	Control by Majority
	 	 	32	 
	SECTION 6.06

	 	Limitations on Suits
	 	 	32	 
	SECTION 6.07

	 	Rights of Holders to Receive Payment
	 	 	33	 
	SECTION 6.08

	 	Collection Suit by Trustee
	 	 	33	 
	SECTION 6.09

	 	Trustee May File Proofs of Claim
	 	 	33	 
	SECTION 6.10

	 	Priorities
	 	 	34	 
	SECTION 6.11

	 	Undertaking for Costs
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE VII TRUSTEE	 	 	35	 
	 
	 	 	 	 	 	 
	SECTION 7.01

	 	Duties of Trustee
	 	 	35	 
	SECTION 7.02

	 	Rights of Trustee
	 	 	36	 
	SECTION 7.03

	 	May Hold Securities
	 	 	36	 
	SECTION 7.04

	 	Trustee’s Disclaimer
	 	 	37	 
	SECTION 7.05

	 	Notice of Defaults
	 	 	37	 
	SECTION 7.06

	 	Reports by Trustee to Holders
	 	 	37	 
	SECTION 7.07

	 	Compensation and Indemnity
	 	 	37	 
	SECTION 7.08

	 	Replacement of Trustee
	 	 	38	 
	SECTION 7.09

	 	Successor Trustee by Merger, etc.
	 	 	40	 
	SECTION 7.10

	 	Eligibility; Disqualification
	 	 	40	 
	SECTION 7.11

	 	Preferential Collection of Claims Against the Issuers or
a Subsidiary Guarantor
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE VIII DISCHARGE OF INDENTURE	 	 	41
	 
	 
	 	 	 	 	 	 
	SECTION 8.01

	 	Termination of the Issuers’ and the Subsidiary Guarantors’
Obligations
	 	 	41	 
	SECTION 8.02

	 	Application of Trust Money
	 	 	44	 
	SECTION 8.03

	 	Repayment to Issuers or Subsidiary Guarantor
	 	 	45	 
	SECTION 8.04

	 	Reinstatement
	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS	 	 	45	 
	 
	 	 	 	 	 	 
	SECTION 9.01

	 	Without Consent of Holders
	 	 	45	 






iii 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 9.02

	 	With Consent of Holders
	 	 	47	 
	SECTION 9.03

	 	Compliance with the Trust Indenture Act
	 	 	49	 
	SECTION 9.04

	 	Revocation and Effect of Consents
	 	 	49	 
	SECTION 9.05

	 	Notation on or Exchange of Securities
	 	 	49	 
	SECTION 9.06

	 	Trustee to Sign Amendments, etc.
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE	 	 	50	 
	 
	 	 	 	 	 	 
	SECTION 10.01

	 	Applicability of Article; Agreement to Subordinate
	 	 	50	 
	SECTION 10.02

	 	Liquidation, Dissolution, Bankruptcy
	 	 	50	 
	SECTION 10.03

	 	Default on Senior Indebtedness
	 	 	51	 
	SECTION 10.04

	 	Acceleration of Payment of Securities
	 	 	52	 
	SECTION 10.05

	 	When Distribution Must Be Paid Over
	 	 	52	 
	SECTION 10.06

	 	Subrogation
	 	 	52	 
	SECTION 10.07

	 	Relative Rights
	 	 	52	 
	SECTION 10.08

	 	Subordination May Not Be Impaired by the Issuers
	 	 	53	 
	SECTION 10.09

	 	Rights of Trustee and Paying Agent
	 	 	53	 
	SECTION 10.10

	 	Distribution or Notice to Representative
	 	 	53	 
	SECTION 10.11

	 	Article X Not to Prevent Defaults or Limit Right to Accelerate
	 	 	53	 
	SECTION 10.12

	 	Trust Moneys Not Subordinated
	 	 	53	 
	SECTION 10.13

	 	Trustee Entitled to Rely
	 	 	54	 
	SECTION 10.14

	 	Trustee to Effectuate Subordination
	 	 	54	 
	SECTION 10.15

	 	Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	54	 
	SECTION 10.16

	 	Reliance by Holders of Senior Indebtedness on Subordination
Provisions
	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE XI GUARANTEE	 	 	55	 
	 
	 	 	 	 	 	 
	SECTION 11.01

	 	Guarantee
	 	 	55	 
	SECTION 11.02

	 	Execution and Delivery of Guarantees
	 	 	57	 
	SECTION 11.03

	 	Limitation on Liability of the Subsidiary Guarantors
	 	 	57	 
	SECTION 11.04

	 	 Release of Subsidiary Guarantors from Guarantee
	 	 	57	 
	SECTION 11.05

	 	Contribution
	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE XII MISCELLANEOUS	 	 	58	 
	 
	 	 	 	 	 	 
	SECTION 12.01

	 	 Trust Indenture Act Controls
	 	 	58	 
	SECTION 12.02

	 	Notices
	 	 	58	 
	SECTION 12.03

	 	Communication by Holders with Other Holders
	 	 	60	 
	SECTION 12.04

	 	Certificate and Opinion as to Conditions Precedent
	 	 	60	 
	SECTION 12.05

	 	Statements Required in Certificate or Opinion
	 	 	60	 
	SECTION 12.06

	 	Rules by Trustee and Agents
	 	 	60	 
	SECTION 12.07

	 	Legal Holidays
	 	 	61	 
	SECTION 12.08

	 	No Recourse Against Others
	 	 	61	 
	SECTION 12.09

	 	 Governing Law
	 	 	61	 
	SECTION 12.10

	 	 No Adverse Interpretation of Other Agreements
	 	 	61	 
	SECTION 12.11

	 	 Successors
	 	 	61	 
	SECTION 12.12

	 	 Severability
	 	 	62	 
	SECTION 12.13

	 	Counterpart Originals
	 	 	62	 
	SECTION 12.14

	 	Table of Contents, Headings, etc.
	 	 	62	 







iv 











 





          INDENTURE dated as of                      among Crosstex Energy, L.P., a Delaware limited
partnership (the “Partnership”), Crosstex Energy Finance Corporation, a Delaware corporation
(“Finance Corp.” and, together with the Partnership, the “Issuers”), any Subsidiary Guarantors (as
defined herein) party hereto and [                    ], a                     , as trustee (the “Trustee”).




          The Issuers and any Subsidiary Guarantors have duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Issuers’ subordinated
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 related Guarantees (as
hereinafter defined), if any, as provided in this Indenture.




          The Issuers and any Subsidiary Guarantors are members of the same consolidated group of
companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the
issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the
execution and delivery of this Indenture in light of the possibility that such Subsidiary Guarantor
will provide its full and unconditional guarantee of a series of the Securities to the extent
provided in this Indenture.




          All things necessary to make this Indenture a valid agreement of the Issuers, 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 Issuers 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, (i) with respect to Finance Corp., the board of directors of the
corporation or any committee thereof duly authorized to act on behalf of such board or any
directors and/or officers of Finance Corp. to whom such Board of Directors or such



1









 






committee shall
have duly delegated its authority to act hereunder, (ii) with respect to the Partnership, the Board
of Directors of the Managing General Partner or any authorized committee of the Board of Directors
of the Managing General Partner or any directors and/or officers of the Managing General Partner to
whom such Board of Directors or such committee shall have duly delegated its authority to act
hereunder, and (iii) with respect to a Subsidiary Guarantor, the board of directors or managers,
any authorized committee thereof and any directors and/or officers thereof to whom such board of
directors or managers or such committee shall have duly delegated its authority to act hereunder
and, if such Subsidiary Guarantor is a limited partnership, the references to the Board of
Directors shall mean the Board of Directors of the general partner of the Subsidiary Guarantor.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Managing General Partner or Finance Corp., as the case may be, to have been duly
adopted by such Board of Directors 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
                                        , Attention:                     , and as may be located at such other
address as the Trustee may give notice to the Issuers 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 or a purchase obligation, or 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.




          “deliver” or “delivery” means, in the context of certificated Securities, actual physical
delivery of the certificated Securities to the relevant Person required hereunder, together with
all endorsements, and in the context of Global Securities, the designation on the records of the
Depositary of a change in the beneficial interests of a holder in a Global Security.




          “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.




          “Designated Senior Indebtedness” means (i) any Senior Indebtedness which, at the date of
determination, has an aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $100 million
and (ii) any other Senior Indebtedness designated, as provided in Section 2.01, in respect of
any series of Securities.




2









 








          “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.




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




          “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 Crosstex Energy GP, L.P., a Delaware limited partnership.




          “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” means the guarantee of the Issuers’ obligations under the Securities of a series
by a Subsidiary Guarantor (specified with respect to such series as contemplated by Section
2.01(9)) as provided in Article XI.




          “Holder” means a Person in whose name a Security is registered.




          “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.




3









 








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




          “Issuers” means the Partnership and Finance Corp.




          “Issuer Order” means a written request or order signed on behalf of each of the Issuers by two
of its Officers and delivered to the Trustee.




          “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.




          “Managing General Partner” means Crosstex Energy GP, LLC, a Delaware limited liability
company, and its successors and permitted assigns as general partner of the General Partner or as
the business entity with the ultimate authority to manage the business and operations of the
Company.




          “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 Chief Executive Officer, the President, the Chief Operating Officer, 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 on behalf of each Issuer by any two of its
Officers.




          “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 Issuers, the Managing General
Partner, the General Partner, 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.




          “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.




4









 








          “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.




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




          “Responsible Officer” means any officer within the corporate trust department of the Trustee
having direct responsibility for the administration of this Indenture or any other officer 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.




          “Senior Indebtedness,” unless otherwise provided with respect to the Securities of a series as
contemplated by Section 2.01, means, with respect to a series of Securities, (1) all Debt of the
Issuers and, in the case of a related Guarantee, the Subsidiary Guarantors, whether currently
outstanding or hereafter issued, unless, by the terms of the instrument creating or evidencing such
Debt, it is provided that such Debt is not superior in right of payment to the Securities of such
series, in the case of the Issuers, or the related Guarantees, in the case of the Subsidiary
Guarantors, or to other Debt which is pari passu with or subordinated to the Securities of such
series, in the case of the Issuers, or the related Guarantees, in the case of the
Subsidiary Guarantors, and (2) any modifications, refunding, deferrals, renewals, or
extensions of any such Debt or securities, notes or other evidence of Debt issued in exchange for
such Debt; provided that in no event shall “Senior Indebtedness” include (a) Debt evidenced by the
Securities of such series or any other series or any related Guarantees, (b) Debt of any of the
Subsidiary Guarantors or the Issuers owed or owing to any Subsidiary of the Issuers, (c) Debt of



5









 






any of the Subsidiary Guarantors owed or owing to the Issuers, (d) Debt to trade creditors or (e)
any liability for taxes owed or owing by the Subsidiary Guarantors or the Issuers.




          “Significant Subsidiary” means a Subsidiary of the Partnership that is a “significant
subsidiary” of the Partnership as such term is defined in Rule 1-02(w) of Regulation S-X as in
effect on the date hereof.




          “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:





	 	(1)	 	any corporation, association or other business entity of which
more than 50% of the total voting power of equity interests entitled, without
regard to the occurrence of any contingency, to vote in the election of
directors, 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 any combination
thereof; or
	 
	 	(2)	 	in the case of a partnership, more than 50% of the partners’
equity interests, considering all partners’ equity interests as a single class,
is at such time of determination owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of such Person or any
combination thereof.





          “Subsidiary Guarantors” means, with respect to any series of Securities, the Person or
Persons, if any, named in accordance with Section 2.01(9) as the “Subsidiary Guarantors” (i) in or
pursuant to a Board Resolution, and set forth, or determined in the manner provided, in an
Officers’ Certificate or in an Issuer Order, or (ii) in an indenture supplemental hereto
establishing the terms of such series of Securities until a successor Person or Persons shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary
Guarantors” with respect to such series of Securities shall mean such successor Person or Persons,
and any other Subsidiary of the Partnership who may execute this Indenture, or a supplement
thereto, for the purpose of providing a Guarantee for such series of Securities pursuant to this
Indenture. If a series of Securities does not have any Subsidiary Guarantors, all references in
this Indenture to Subsidiary Guarantors shall be ignored with respect to such series of Securities.




          “surrender” shall have the same meaning as “deliver” in the context of the surrender of a
Security.




          “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof;
provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date,
“TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.




6









 








          “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.




	 	 	 	 	 
	 	 	Defined
	Term	 	in Section
	 
	 	 	 	 
	“Agent Members”
	 	 	2.17	 
	“Bankruptcy Custodian”
	 	 	6.01	 
	“Blockage Notes”
	 	 	10.03	 
	“covenant defeasance”
	 	 	8.01	 
	“EDGAR”
	 	 	4.03	 
	“Event of Default”
	 	 	6.01	 
	“Funding Guarantor”
	 	 	11.05	 
	“Judgment Currency”
	 	 	6.10	 
	“legal defeasance”
	 	 	8.01	 
	“mandatory sinking fund payment”.
	 	 	3.09	 
	“optional sinking fund payment”
	 	 	3.09	 
	“pay the Subordinated Securities”
	 	 	10.03	 
	“Paying Agent”
	 	 	2.05	 
	“Payment Blockage Period
	 	 	10.03	 
	“Registrar”
	 	 	2.05	 
	“Required Currency”
	 	 	6.10	 
	“Subordinated Securities
	 	 	10.01	 
	“Successor”
	 	 	5.01	 






SECTION 1.03 Incorporation by Reference of Trust Indenture Act.




          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture (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.




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          “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 Issuers, 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:





	 	(1)	 	a term has the meaning assigned to it;
	 
	 	(2)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	(3)	 	“or” is not exclusive;
	 
	 	(4)	 	words in the singular include the plural, and in the plural
include the singular;
	 
	 	(5)	 	provisions apply to successive events and transactions; and
	 
	 	(6)	 	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 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 or in an Issuer Order, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:





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



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     (2) 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;




     (3) 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;




     (4) 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;




     (5) 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;




     (6) 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;




     (7) 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;




     (8) 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 Issuers, if the
Issuers are to have that option, and the manner in which the Issuers must exercise any such
option, if different from those set forth herein;




     (9) whether Securities of the series are entitled to the benefits of any Guarantee of
any Subsidiary Guarantor pursuant to this Indenture, the identity of any



9









 







such Subsidiary
Guarantors and any terms of such Guarantee with respect to the Securities of the series in
addition to those set forth in Article XI, or any exceptions to or changes to those set
forth in Article XI;




     (10) the obligation, if any, of the Issuers 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;




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




     (12) if other than Dollars, the form, including equity securities, other debt
securities (including Securities), warrants or any other securities or property of the
Issuers, 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;




     (13) 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;




     (14) 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;




     (15) 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, if any, pursuant to Article VIII or any modifications of or
deletions from such conditions or limitations;




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




     (17) 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;




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



10









 









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




     (20) 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




     (21) 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 Issuer 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 each of the Managing General Partner and Finance Corp. and delivered to the Trustee at
or prior to the delivery of the Officers’ Certificate or Issuer Order setting forth the terms of
the series.




          The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in
Article X and/or as specified as contemplated pursuant to this Section 2.01.




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 Issuers’ certificate of
limited partnership, certificate of incorporation, agreement of limited partnership, bylaws or
other similar governing documents, agreements to which the Issuers are subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). 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 Issuer Order contemplated by Section
2.04 for the authentication and delivery of such Securities.




11









 








          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:





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



	 	 	 	 	 
	 	[                    ], as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer". 	 
	 	 	 	 
	 



SECTION 2.04 Execution, Authentication, Delivery and Dating.




          Two Officers of each of the Issuers shall sign the Securities on behalf of the each Issuer
and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the
Notation of Guarantee on behalf of such Subsidiary Guarantor, in each case by manual or facsimile
signature.




          If an Officer of the Issuers or a Subsidiary Guarantor whose signature is on a Security no
longer holds that office at the time the Security or the Notation of Guarantee, as the case may be,
is authenticated, the Security shall be valid nevertheless.




          A Security shall not be entitled to any benefit under this Indenture or the related
Guarantees, if any, 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
Issuers, and the Issuers deliver such Security to the Trustee for cancellation as provided in
Section 2.13, together with a written statement (which need not comply with Section 12.05 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Issuers, 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, if any.




          At any time and from time to time after the execution and delivery of this Indenture, the
Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the
Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such
series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such
Securities for original issue upon an Issuer 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 Issuer 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



12









 






Issuer 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 dates 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 Issuers or their
duly authorized agent, which instructions shall be promptly confirmed in writing.




          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 Issuer Order referred to above and the
other documents required by Section 12.04), 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
Issuers in the manner and subject to any conditions specified in such Opinion of
Counsel, such Securities and the related Guarantees, if any, will constitute valid
and binding obligations of the Issuers and the Subsidiary Guarantors, respectively,
enforceable against the Issuers 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 transfer 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.




13









 








          The Trustee may appoint an authenticating agent acceptable to the Issuers 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 Issuers, any Subsidiary Guarantor or an Affiliate of
the Issuers or any Subsidiary Guarantor.




          Each Security shall be dated the date of its authentication.




SECTION 2.05 Registrar and Paying Agent.




          The Issuers 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 Issuers 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 Issuers 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 Issuers shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. The Issuers may change any Paying Agent or Registrar
without notice to any Holder. If the Issuers fails to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such. The Issuers, any Subsidiary
Guarantor or any other Subsidiary may act as Paying Agent or Registrar.




          The Issuers initially appoint the Trustee as Registrar and Paying Agent.




SECTION 2.06 Paying Agent to Hold Money in Trust.




          The Issuers 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 Issuers 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 Issuers 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 Issuers, a Subsidiary Guarantor or another Subsidiary of the
Issuers) shall have no further liability for the money. If the Issuers, a Subsidiary Guarantor or
another Subsidiary of the Issuers 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 § 317(b).




14









 








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 §
312(a). If the Trustee is not the Registrar with respect to a series of Securities, the Issuers
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 Issuers shall otherwise comply with TIA § 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
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 Issuers shall execute Securities (and
if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of
Guarantee for such series) and the Trustee shall authenticate such 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 Issuers 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 such Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the Issuers 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 Issuers and the



15









 






Trustee receive
evidence to their satisfaction of the destruction, loss or theft of such Security, the Issuers
shall issue, each Subsidiary Guarantor with respect to such series shall execute the Notation of
Guarantee relating to such Security, if any, 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 Issuers in
their discretion may, instead of issuing a new Security, pay such Security. If required by the
Trustee, any Subsidiary Guarantor or the Issuers, such Holder must furnish an indemnity bond that
is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, 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 Issuers and the Trustee may charge a Holder for
their expenses in replacing a Security.




          Every replacement Security is an additional obligation of the Issuers.




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 Issuers, a Subsidiary Guarantor or an
Affiliate of the Issuers or a Subsidiary Guarantor holds the Security.




SECTION 2.11 Original Issue Discount 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 and (b) Securities owned by the Issuers, a Subsidiary Guarantor or any other obligor
upon the Securities or any Affiliate of the Issuers, 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 Issuers may prepare and
execute temporary Securities, each Subsidiary Guarantor with respect to such series



16









 






shall execute
the Notation of Guarantee relating to such Security relating to such temporary Securities, if any,
and the Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities, but may have variations that the Issuers
consider appropriate for temporary Securities. Without unreasonable delay, the Issuers shall
prepare and execute definitive Securities, each Subsidiary Guarantor with respect to such series
shall execute the Notation of Guarantee relating to such definitive Security, if any, and the
Trustee shall authenticate such 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 Issuers 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 Issuers shall direct in writing that canceled Securities be
returned to it, after written notice to the Issuers 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 Issuers 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 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 Issuers 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 Issuers, the Issuers may pay such amounts (1) by wire transfer with
respect to Global Securities or (2) by check payable in such money mailed to a Holder’s registered
address with respect to any Securities.




          If the Issuers default in a payment of interest on the Securities of any series, the Issuers
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 Issuers 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
Issuers, the Issuers (or the Trustee, in the name of and at the expense of the Issuers upon 20
days’ prior written notice from the Issuers 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.




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SECTION 2.15 Persons Deemed Owners.




          The Issuers, 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 Issuers, 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 (11) 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 (i) in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security or in an Issuer Order to be delivered to the Trustee
pursuant to Section 2.04 or (ii) 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
instructions given by the Person or Persons specified in such Security or in the applicable Issuer
Order. With respect to the Securities of any series that are represented by a Global Security, the
Issuers 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 an Issuer Order has been, or simultaneously is,
delivered, any instructions by the Issuers with respect to endorsement or delivery or redelivery of
a Security in global form shall be in writing but need not comply with Section 12.05 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



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Depositary, or the
Trustee or the Security Custodian as its custodian, or under such Global Security, and the
Depositary may be treated by the Issuers, any Subsidiary Guarantor, the
Trustee or the Security Custodian and any agent of the Issuers, 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 Issuers, any Subsidiary Guarantor, the Trustee or the Security
Custodian, or any agent of the Issuers, 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 (1) the Depositary
notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global
Security and a successor Depositary is not appointed by the Issuers within 90 days of such notice,
(2) 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 Issuers shall deliver Securities within 30 days
of such request) or (3) the Issuers in their sole discretion determine 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 Issuers shall execute, each Subsidiary Guarantor with respect to such series shall execute the
Notation of Guarantee relating to such Global Security, if any, and the Trustee upon receipt of an
Issuer 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 of 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 Issuers shall execute, each Subsidiary
Guarantor with respect to such series shall execute the Notation of Guarantee relating to such
Global Security, if any, 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.




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          None of the Issuers, any Subsidiary Guarantor or 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. None of the Issuers, any Subsidiary Guarantor or the
Trustee shall be liable for any delay by the Holder of the Global Security 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 Holder of the Global Security 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 Issuers and the Issuers or
a Subsidiary Guarantor delivers to the Trustee the Global Security together with written
instructions (which need not comply with Section 12.05 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 Depositary.




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




          Notwithstanding anything herein to the contrary, delivery or surrender of a Security shall not
be required in the case of Global Securities in order to obtain the rights or benefits provided
hereunder upon the delivery or surrender of a Security.




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.




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SECTION 3.02 Notice to the Trustee.




          If the Issuers elect 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 Issuers 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 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 of 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 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 appropriate in accordance with
industry standards at the time of such redemption 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; provided that, if at the time of
redemption such Securities are registered as a Global Security, the Depositary shall determine, in
accordance with its procedures, the principal amount of such Securities held by each beneficial
owner of Securities to be redeemed.




          The Trustee shall promptly notify the Issuers 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:





     (1) the Redemption Date;



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     (2) the Redemption Price (or the method of calculating or determining the Redemption
Price);




     (3) that, unless the Issuers 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;




     (4) 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;




     (5) 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;




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




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



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




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.




          By 11:00 a.m., New York City time, on any Redemption Date, the Issuers or a Subsidiary
Guarantor shall deposit with the Trustee or the Paying Agent (or, if either of the Issuers 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 Issuers or a Subsidiary Guarantor to the Trustee for cancellation.




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          If the Issuers or a Subsidiary Guarantor complies with the preceding paragraph, then, unless
the Issuers 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 in Part.




          Upon surrender to the Paying Agent of a Security to be redeemed in part, the Issuers shall
execute, each Subsidiary Guarantor with respect to such series shall execute the Notation of
Guarantee relating to such Security, if any, 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.




SECTION 3.08 Purchase of Securities.




          Unless otherwise specified as contemplated by Section 2.01, the Issuers, any Subsidiary
Guarantor and any Affiliate of the Issuers or any Subsidiary Guarantor may 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 Issuers 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 Issuers 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



23









 






series that
have been redeemed either at the election of the Issuers 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 Issuers 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 Issuers 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 Issuers
(i) 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 (ii) that the Issuers 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
preceding sinking fund payments made in cash shall exceed $100,000 or a lesser sum if the
Issuers 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 less and the Issuers make no such request then it
shall be carried over until a sum in excess of $100,000 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 Issuers 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 Issuers 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



24









 






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
Issuers, a Subsidiary Guarantor or a Subsidiary) holds by 11:00 a.m., New York City time, on that
date money deposited by the Issuers or a Subsidiary Guarantor designated for and sufficient to pay
all principal, premium, interest and any Additional Amounts then due.




          The Issuers 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 Issuers 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 Issuers or a
Subsidiary Guarantor in respect of the Securities of that series and this Indenture may be served.
Unless otherwise designated by the Issuers 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                                         . The Issuers 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
Issuers shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee and the Subsidiary Guarantors with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee.




          The Issuers 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 Issuers of their obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Issuers 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 is subject to the requirements of Section 13 or 15(d) of the Exchange
Act, the Partnership 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 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 shall also comply
with the provisions of TIA § 314(a).




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          (b) If the Partnership is not subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Partnership 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.




          (c) The Partnership intends to file the reports, information and documents referred to in
Section 4.03(a) hereof with the SEC in electronic form pursuant to Regulation S-T promulgated by
the SEC using the SEC’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The
Partnership shall notify the Trustee in the manner prescribed herein of each such filing. The
Trustee is hereby authorized and directed to access the EDGAR system for purposes of retrieving the
reports so filed. Compliance with the foregoing shall constitute delivery by the Partnership of
such reports to the Trustee in compliance with the provisions of TIA § 314(a). The Trustee shall
have no duty to search for or obtain any electronic or other filings that the Partnership makes
with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. Delivery
of the reports, information and documents to the Trustee pursuant to this Section 4.03 shall be
solely for the purposes of compliance with this Section 4.03 and with TIA § 314(a). The Trustee’s
receipt of such reports, information and documents shall not constitute notice to it of the content
thereof or of any matter determinable from the content thereof, including the Issuers’ and any
Subsidiary Guarantor’s compliance with any of their covenants hereunder, as to which the Trustee is
entitled to rely upon Officers’ Certificates.




SECTION 4.04 Compliance Certificate.




          (a) The Partnership shall deliver to the Trustee, within 120 days after the end of each fiscal
year of the Partnership a statement signed by an Officer of the Managing General Partner, which
need not constitute an Officers’ Certificate, complying with TIA § 314(a)(4) and stating that in
the course of performance by the signing Officer of his duties as such Officer of the Managing
General Partner, he would normally obtain knowledge of the keeping, observing, performing and
fulfilling by the Issuers and any Subsidiary Guarantor of its obligations under this Indenture, and
further stating that to the best of his knowledge the Issuers and any Subsidiary Guarantor has
kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is
not in default in the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which such Officer may have knowledge and what action the Issuers and any
Subsidiary Guarantor is taking or proposes to take with respect thereto).




          (b) The Partnership shall, so long as Securities of any series are outstanding, deliver to the
Trustee, as soon as practicable, but in no event more than five Business Days, after any Officer of
the Managing 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
Issuers and any Subsidiary Guarantor is taking or proposes to take with respect thereto.




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SECTION 4.05 Existence.




          Subject to Article V, the Partnership shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence. This Section 4.05 shall not prohibit or
restrict the Partnership from converting into a different form of legal entity.




SECTION 4.06 Waiver of Stay, Extension or Usury Laws.




          Each of the Issuers 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 Issuers 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
Issuers 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 Issuers nor any Subsidiary Guarantor shall consolidate with or merge into any
Person, or sell, lease, convey, assign, transfer or otherwise dispose of, in any transaction or
series of transactions, all or substantially all of its assets to any Person (other than a
consolidation or merger of the Issuers and one or more Subsidiary Guarantors or two or more
Subsidiary Guarantors, or a sale, lease, conveyance, assignment, transfer or other disposition of
all or substantially all of the assets of the Issuers to a Subsidiary Guarantor, a Subsidiary
Guarantor to the Issuers or of a Subsidiary Guarantor to another Subsidiary Guarantor), unless:





     (1) either (a) the Issuers or such Subsidiary Guarantor, as the case may be, shall be
the continuing Person or (b) the Person (if other than the Issuers or such



27









 







Subsidiary
Guarantor) formed by such consolidation or into which the Issuers or such Subsidiary
Guarantor is merged, or to which such sale, lease, conveyance, assignment, 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 Issuers, 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
Issuers’ 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;




     (2) 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




     (3) the Partnership, such Subsidiary Guarantor or the Successor, 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 Issuers or a Subsidiary Guarantor, as the case may be,
or any sale, lease, conveyance, assignment, transfer or other disposition of all or substantially
all of the assets of the Issuers or such Subsidiary Guarantor in accordance with Section 5.01, the
Successor formed by such consolidation or into or with which the Issuers or such Subsidiary
Guarantor is merged or to which such sale, lease, conveyance, assignment, transfer or other
disposition is made shall succeed to, and be substituted for, and may exercise every right and
power of the Issuers 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 Issuers or such
Subsidiary Guarantor, as the case may be, herein and the predecessor Issuer or Subsidiary
Guarantor, in the case of a sale, conveyance, assignment, transfer or other disposition, shall be
released from all obligations under this Indenture, the Securities and, in the case of a Subsidiary
Guarantor, its 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:





          (1) 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;



28









 









          (2) 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;




          (3) there is a default in the deposit of any sinking fund payment with respect to any
Securities of that series as and when the same shall become due and payable, and such
default continues for a period of 30 days;




          (4) there is a failure on the part of the Issuers, 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 Issuers, 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 Issuers, or if applicable, the
Subsidiary Guarantors, to remedy the same shall have been given, by registered or certified
mail, to the Issuers, or if applicable, the Subsidiary Guarantors, by the Trustee or to the
Issuers, 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;




          (5) either of the Issuers, or if that series of Securities is entitled to the benefits
of a Guarantee by the Subsidiary Guarantors that is a Significant Subsidiary, any of such
Subsidiary Guarantors, pursuant to or within the meaning of any Bankruptcy Law:




     (A) commences a voluntary case,




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




     (C) consents to the appointment of a Bankruptcy Custodian of it or for all or
substantially all of its property, or




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




          (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 90 days and that:




     (A) is for relief against either of the Issuers or any Subsidiary Guarantor
with respect to such series that is a Significant Subsidiary as debtor in an
involuntary case,



29









 






     (B) appoints a Bankruptcy Custodian of either of the Issuers or any Subsidiary
Guarantor with respect to such series that is a Significant Subsidiary or a
Bankruptcy Custodian for all or substantially all of the property of the Issuers or
any Subsidiary Guarantor with respect to such series that is a Significant
Subsidiary, or




     (C) orders the liquidation of either of the Issuers or any Subsidiary Guarantor
with respect to such series that is a Significant Subsidiary;




          (7) if that series of Securities is entitled to the benefits of a Guarantee by the
Subsidiary Guarantors, the Guarantee of any of such 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 such Subsidiary Guarantor denies or disaffirms its obligations under this Indenture or
such Guarantee; or




          (8) 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 or Event of Default is cured, it ceases.




          A
Default under clause (4) or (8) of this Section 6.01 is not an Event of Default until the Trustee
notifies the Issuers 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 (4) 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 Issuers, the Subsidiary Guarantors and the Trustee, of the Default, and the
Issuers 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 (5) or (6) of Section 6.01) occurs and is
continuing, the Trustee by notice to the Issuers 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 (4) of Section 6.01,
if outstanding Securities of other series are affected by such Event of Default,



30









 






then at least 25%
in principal amount of the then outstanding Securities so affected) by notice to the Issuers, 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 (5) or (6) 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 so affected, 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.




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 affected thereby (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 so affected, 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 so affected or a solicitation of consents in respect of Securities of such series or all
series so affected, provided that in each case such offer or solicitation is made to all Holders of
then outstanding Securities of such series or all series so affected (but the terms of such offer
or solicitation may vary from series to series)), except (1) 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 (2) 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



31









 






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 (1), (2), (3)
or (7) 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 or the related Guarantees, if any, only
if:





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




     (2) 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;




     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;




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




     (5) during such 60-day period, the Holders of a majority in principal amount of the
Securities of such 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.




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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 (1) or (2) 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 Issuers 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 Issuers 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.







33









 








SECTION 6.10 Priorities.




          If the Trustee collects any money pursuant to this Article VI, subject to Article X, it shall
pay out the money in the following order:




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




          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




          Third: to the Issuers.




          The Trustee, upon prior written notice to the Issuers, 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 Issuers 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 for purposes of rendering the
judgment 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. None of the
Issuers, any Subsidiary Guarantor or 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 Issuers 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.







34









 








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:





     (1) 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




     (2) 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:





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




     (2) 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




     (3) 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 Issuers 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



35









 






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 instruction, 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 Issuers’ 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 Issuers or any Subsidiary Guarantor shall be sufficient if signed by an Officer
of each Issuer or such Subsidiary Guarantor, as the case may be.




          (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 Issuers 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 Issuers, any Subsidiary Guarantor or any



36









 






of their
respective Affiliates with the same rights it would have if it 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 Issuers’ use of the proceeds from the Securities or
any money paid to the Issuers or any Subsidiary Guarantor or upon the Issuers’ 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 occurs. 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                      of each year after the execution of this Indenture,
the Trustee shall mail to Holders of a series, the Subsidiary Guarantors and the Issuers a brief
report dated as of such reporting date that complies with TIA § 313(a); provided, however, that if
no event described in TIA § 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 § 313(b). The Trustee shall also transmit by mail all reports
if and as required by TIA §§ 313(c).




          A copy of each report at the time of its mailing to Holders of a series of Securities shall be
filed by the Issuers or a Subsidiary Guarantor with the SEC and each securities exchange, if any,
on which the Securities of such series are listed. The Issuers shall notify the Trustee if and when
any series of Securities is listed on any securities exchange.




SECTION 7.07 Compensation and Indemnity.




          The Issuers agree to pay to the Trustee for its acceptance of this Indenture and services
hereunder such compensation as the Issuers 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 Issuers agree 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.




37









 








          The Issuers hereby indemnify 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 Issuers and the Subsidiary Guarantors promptly
of any claim for which it may seek indemnity. The Issuers shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay
the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made
without its consent.




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




          To secure the payment obligations of the Issuers 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 Issuers’ 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(5) or (6) 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 Issuers 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 Issuers and the
Subsidiary Guarantors. The Issuers may remove the Trustee if:





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




     (2) 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;




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




     (4) 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 Issuers shall promptly



38









 






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 Issuers.




          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 (at the expense of the Issuers), the Issuers, any Subsidiary Guarantor or the Holders of at
least 10% in principal amount of the then outstanding Securities of such series may 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 Issuers 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 Issuers, 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 (1) 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, (2) 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 (3) 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 as 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 Issuers or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such



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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 Issuers under Section 7.07 shall continue for the benefit of the retiring
Trustee or Trustees.




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 §§ 310(a)(1),
310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA §
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 § 310(b).




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SECTION 7.11 Preferential Collection of Claims Against the Issuers or a Subsidiary Guarantor.




          The Trustee is subject to and shall comply with the provisions of TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated therein.




ARTICLE VIII

DISCHARGE OF INDENTURE




SECTION 8.01 Termination of the Issuers’ 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 Issuers’ 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, on demand of the Issuers, shall execute
proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to
the Securities of such series, when:





     (1) 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:




	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at
their Stated Maturity within one year, or
	 
	 	(iii)	 	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 Issuers,






and, in the case of clause (i), (ii) or (iii) above, the Issuers 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 (i)) in trust for
such purpose (x) cash in an amount, or (y) 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 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



41









 







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 Issuers 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;




     (2) the Issuers 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




     (3) each of the Issuers 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 Issuers may, at their option, terminate certain of their and
the Subsidiary Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with
respect to the Securities of a series if:





     (1) the Issuers 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, (i) money in the currency in which payment of
the Securities of such series is to be made in an amount, or (ii) 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 (iii) a
combination thereof, that is sufficient, in the opinion (in the case of clauses (ii)
and (iii)) 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;




     (2) each of the Issuers 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;




     (3) 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;



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     (4) the Issuers shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by
the United States Internal Revenue Service to the effect that the Holders will not recognize
income, gain or loss for United States Federal income tax purposes as a result of the
Issuers’ exercise of their option under this Section 8.01(b) and will be subject to United
States 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;




     (5) the Issuers 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




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



          In such event, this Indenture shall cease to be of further effect (except as set forth in this
paragraph), and the Trustee, on demand of the Issuers, shall execute proper instruments
acknowledging satisfaction and discharge under this Indenture. However, the Issuers’ 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 11.01, 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 longer outstanding. Thereafter, only the Issuers’
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 Issuers’ 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 Issuers 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 Issuers may elect that their and the Subsidiary
Guarantors’ respective obligations to make payments with respect to Securities of such series be
discharged (“legal defeasance”), if:





     (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof
shall have occurred at any time during the period ending on the 91st day after the



43









 







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);




     (2) unless otherwise specified with respect to Securities of such series as
contemplated by Section 2.01, the Issuers have 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)(4) with respect to such legal defeasance, which opinion is
based on (i) a private letter ruling issued by the United States Internal Revenue Service
addressed to the Issuers, (ii) a published ruling of the United States Internal Revenue
Service pertaining to a comparable form of transaction or (iii) a change in the applicable
federal income tax law (including regulations) after the date of this Indenture;




     (3) the Issuers 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




     (4) the Issuers have delivered to the Trustee an Issuer Order 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 Issuers and the Subsidiary Guarantors will be discharged from their
respective obligations under this Indenture and the Securities of such series to pay principal of,
premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such
series, the Issuers’ and the Subsidiary Guarantors’ respective obligations under Sections 4.01,
4.02 and 11.01 shall terminate with respect to such Securities, and the entire indebtedness of the
Issuers evidenced by such Securities and of the Subsidiary Guarantors evidenced by the related
Guarantees, if any, 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 Issuers 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 subsection (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 Issuers 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 Issuers.




SECTION 8.02 Application of Trust Money.




          The Trustee or a trustee satisfactory to the Trustee and the Issuers shall hold in trust money
or Government Obligations deposited with it pursuant to Section 8.01 hereof. It



44









 






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 Issuers or Subsidiary Guarantor.




          The Trustee and the Paying Agent shall promptly pay to the Issuers 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 Issuers.




          Subject to the requirements of any applicable abandoned property laws, the Trustee and the
Paying Agent shall pay to the Issuers 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 Issuers,
Holders entitled to the money must look to the Issuers 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 Issuers and the Subsidiary Guarantors under this 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 Issuers 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 their obligations, the Issuers 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 Issuers, 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:





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




     (2) to comply with Section 5.01;



45









 









     (3) 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);




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




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




     (6) to add to the covenants of the Issuers 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 Issuers or any Subsidiary Guarantor;




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




     (8) 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;




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




     (10) 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




     (11) 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 Issuers, 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 Issuers 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.




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SECTION 9.02 With Consent of Holders.




          Except as provided below in this Section 9.02, the Issuers, 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 Issuers, 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 Issuers 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 (acting as one class) may waive compliance in a particular instance by
the Issuers 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 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:





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




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




     (3) 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;




     (4) 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;



47









 









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




     (6) 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;




     (7) 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;




     (8) 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;




     (9) modify the provisions of this Indenture with respect to the subordination of any
Security and any related Guarantees in a manner materially adverse to the Holders;




     (10) 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




     (11) except as provided in Section 11.04, release any Subsidiary Guarantor or modify
the related Guarantee in any manner materially adverse to the Holders.



          An amendment under this Section 9.02 may not make any change that adversely affects the rights
under Article X of any holder of an issue of Senior Indebtedness unless the holders of the issue
pursuant to its terms consent to the change.




          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.




          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 Issuers 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 Issuers 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
Issuers shall mail to the Holders of each Security affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers 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.




48









 








SECTION 9.03 Compliance with the 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 Issuers 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 Issuers or any Subsidiary Guarantor may, but shall not be obligated to, fix a record date
(which need not comply with TIA § 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 (1) through (9) 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.




SECTION 9.05 Notation on or Exchange of Securities.




          If an amendment or supplement changes the terms of an outstanding Security, the Issuers 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 Issuers regarding the changed terms and
return it to the Holder. Alternatively, if the Issuers so determine, the Issuers in exchange for
the Security shall issue, each Subsidiary Guarantor with respect to such series shall execute the
Notation of Guarantee relating to such Security, if any, 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.




49









 








          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 Issuers 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 Issuers and the Subsidiary Guarantors with respect to such series in accordance with its terms.




ARTICLE X

SUBORDINATION OF SECURITIES AND GUARANTEE




SECTION 10.01 Applicability of Article; Agreement to Subordinate.




          The provisions of this Article X shall only be applicable to the Securities of any series
(Securities of such series referred to in this Article X as “Subordinated Securities”) designated,
pursuant to Section 2.01, as subordinated to Senior Indebtedness and any related Guarantees of such
Subordinated Securities. Each Holder by accepting a Subordinated Security agrees that the Debt
evidenced by such Subordinated Security and any related Guarantees of such Subordinated Security is
subordinated in right of payment, to the extent and in the manner provided in this Article X, to
the prior payment of all Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. All provisions of this Article X shall be
subject to Section 10.12.




SECTION 10.02 Liquidation, Dissolution, Bankruptcy.




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




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




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




SECTION 10.03 Default on Senior Indebtedness.




          The Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or
interest on, the Subordinated Securities or any related Guarantee or make any deposit pursuant to
Article VIII and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Securities that provide for a mandatory sinking fund pursuant to Section 3.11, by the
delivery of Subordinated Securities by the Issuers to the Trustee pursuant to the first paragraph
of Section 3.11) any Subordinated Securities (collectively, “pay the Subordinated Securities”) if
any principal, premium or interest in respect of Senior Indebtedness of such Person is not paid
within any applicable grace period (including at maturity) or any other default on Senior
Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, the default has been cured or waived and any such
acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash;
provided, however, that the Issuers and the Subsidiary Guarantors may make payments on the
Subordinated Securities or any related Guarantee without regard to the foregoing if the Issuers and
the Trustee receive written notice approving such payment from the Representative of each issue of
Designated Senior Indebtedness. During the continuance of any other default with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, the Issuers and the Subsidiary
Guarantors may not make payments on the Subordinated Securities or any related Guarantee for a
period (a “Payment Blockage Period”) commencing upon the receipt by the Issuers and the Trustee
(and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary
Guarantor) of written notice of such default from the Representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and
ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and the Issuers (and if such Designated Senior Indebtedness is Debt of a
Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage
Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default
giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions contained in Section
10.02 and the first sentence of this Section 10.03), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, the Issuers and the Subsidiary Guarantors may resume payments on
the Subordinated Securities and any related Guarantee after such Payment Blockage Period. Not more
than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number
of defaults with respect to any number of issues of Designated Senior Indebtedness during such
period, unless



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otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a
series; provided, however, that in no event may the total number of days during which any Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive
day period. For purposes of this Section 10.03, no default or event of default which existed or was
continuing on the date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period
by the Representative of such Designated Senior Indebtedness, whether or not within a period
of 360 consecutive days, unless such default or event of default shall have been cured or waived
for a period of not less than 90 consecutive days.




SECTION 10.04 Acceleration of Payment of Securities.




          If payment of the Subordinated Securities is accelerated because of an Event of Default, the
Issuers shall promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration.




SECTION 10.05 When Distribution Must Be Paid Over.




          If a distribution is made to Holders of Subordinated Securities or any related Guarantee that
because of this Article X should not have been made to them, the Holders who receive such
distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as
their interests may appear.




SECTION 10.06 Subrogation.




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




SECTION 10.07 Relative Rights.




          This Article X defines the relative rights of Holders of Subordinated Securities and holders
of Senior Indebtedness. Nothing in this Indenture shall:




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




          (b) prevent the Trustee or any Holder of either Subordinated Securities or Securities from
exercising its available remedies upon an Event of Default, subject to the rights



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of holders of Senior Indebtedness to receive distributions otherwise payable to Holders of
Subordinated Securities.




SECTION 10.08 Subordination May Not Be Impaired by the Issuers.




          No right of any holder of Senior Indebtedness to enforce the subordination of the Debt
evidenced by the Subordinated Securities and any related Guarantee shall be impaired by any act or
failure to act by the Issuers or the Subsidiary Guarantors or by its or their failure to comply
with this Indenture.




SECTION 10.09 Rights of Trustee and Paying Agent.




          Notwithstanding Sections 10.02 and 10.03, the Trustee or any Paying Agent may continue to make
payments on Subordinated Securities and shall not be charged with knowledge of the existence of
facts that would prohibit the making of any such payments unless, not less than two Business Days
prior to the date of such payment, a Responsible Officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article X. The Issuers, the Registrar,
any Paying Agent, a Representative or a holder of Senior Indebtedness may give the notice;
provided, however, that, if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice on behalf of the holders of the Senior Indebtedness of that
issue.




          The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not the Trustee. The Registrar and any Paying Agent may do the same
with like rights. The Trustee shall be entitled to all of the rights set forth in this Article X
with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article X shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.07.




SECTION 10.10 Distribution or Notice to Representative.




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




SECTION 10.11 Article X Not to Prevent Defaults or Limit Right to Accelerate.




          The failure to make a payment pursuant to the Subordinated Securities, whether directly or
pursuant to the related Guarantees, if any by reason of any provision in this Article X shall not
be construed as preventing the occurrence of a Default or Event of Default. Nothing in
this Article X shall have any effect on the right of the Holders or the Trustee to accelerate
the maturity of either the Subordinated Securities or the Securities, as the case may be.




SECTION 10.12 Trust Moneys Not Subordinated.




          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article VIII by the Trustee for the payment of
principal of, and premium, if any, and interest on, the Subordinated Securities



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or the Securities
shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article X, and none of the Holders thereof shall be obligated to pay
over any such amount to the Issuers, the Subsidiary Guarantors or any holder of Senior Indebtedness
or any other creditor of the Issuers or the Subsidiary Guarantors.




SECTION 10.13 Trustee Entitled to Rely.




          Upon any payment or distribution pursuant to this Article X, the Trustee and the Holders shall
be entitled to rely upon any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 10.02 are pending, upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution to the Trustee or
to such Holders or upon the Representatives for the holders of Senior Indebtedness for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other Debt of the Issuers or the Subsidiary Guarantors, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article X. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this Article X, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the rights of such Person
under this Article X, and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to receive such payment.
The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions
by the Trustee pursuant to this Article X.




SECTION 10.14 Trustee to Effectuate Subordination.




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




SECTION 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness.




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




SECTION 10.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions.




          Each Holder by accepting a Subordinated Security and any related Guarantee acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Subordinated



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Securities, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.




ARTICLE XI

GUARANTEE




SECTION 11.01 Guarantee.




          (a) Notwithstanding any provision of this Article XI to the contrary, the provisions of this
Article XI 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 related Guarantee of each of the Subsidiary Guarantors.




          (b) For value received, each of the Subsidiary Guarantors hereby fully, unconditionally and
absolutely guarantees (each, a “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 Issuers, 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 11.03.




          (c) Failing payment when due of any amount guaranteed pursuant to the related Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured
obligation of the related Subsidiary Guarantor and will be
subordinated in right of payment to all unsecured and unsubordinated Debt of such Subsidiary
Guarantor. 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, its Guarantee, the Guarantee of any other Subsidiary Guarantor or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Securities
with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers
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 of such series, 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 such Guarantee without first proceeding against the Issuers or any
other Subsidiary Guarantor.




          (d) The obligations of each of the Subsidiary Guarantors under this Article XI 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)



55









 






any compromise,
settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in,
any of the obligations and liabilities of the Issuers 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 Issuers, 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 Issuers, 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 Issuers or any of the Subsidiary Guarantors under this Indenture, (v) the
extension of the time for payment by the Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 of such series, the related
Guarantees or this Indenture or (x) any other circumstances (other than
payment in full or discharge of all amounts guaranteed pursuant to the related Guarantees)
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
Issuers or any of the Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any
agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit
of its obligations hereunder shall extend to each holder of any agreement, instrument or document
evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be
discharged except by complete performance of such Guarantee. Each of the Subsidiary Guarantors
further agrees that if at any time all or any part of any payment theretofore applied by any Person
to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including,
without limitation, the insolvency, bankruptcy or reorganization of the Issuers or any of the
Subsidiary Guarantors, such 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 such Guarantee shall continue to be effective or be reinstated, as the case may be, as though
such application had not been made.




56









 








          (f) Each of the Subsidiary Guarantors shall be subrogated to all rights of the Holders and the
Trustee against the Issuers 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 of such series and the related Guarantees shall have been
paid in full or discharged.




SECTION 11.02 Execution and Delivery of Guarantees.




          To further evidence its Guarantee set forth in Section 11.01, each of the Subsidiary
Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”),
substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the
series entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which
Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of
such Subsidiary Guarantor. Each of the Subsidiary Guarantors hereby agrees that its Guarantee set
forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse
on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such
Subsidiary Guarantor, whose signature is on this Indenture or the Notation of Guarantee 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 of a
series entitled to the benefits of a Guarantee under this Article XI by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of each Subsidiary Guarantor.




SECTION 11.03 Limitation on Liability of the Subsidiary Guarantors.




          Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Security of a series
entitled to the benefits of a Guarantee under this Article XI hereby confirms 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
such Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each
Subsidiary Guarantor under its Guarantee shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any
collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Guarantee, result in the obligations
of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.




SECTION 11.04 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
11.04. 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 XI 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



57









 






Issuers, of
all of the Issuers’ 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 Issuers 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
Issuers to the Trustee, upon the release or discharge of all guarantees by such Subsidiary
Guarantor of any Debt of the Issuers 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 its Guarantee upon receipt of a written request of the Issuers 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. If the Subsidiary Guarantor is not so
released, it shall remain 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 11.03.




SECTION 11.05 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
Issuers’ obligations with respect to the Securities of a series entitled to the benefits of a
Guarantee under this Article XI or any other Subsidiary Guarantor’s obligations with respect to its
Guarantee of such series of Securities.




ARTICLE XII

MISCELLANEOUS




SECTION 12.01 Trust Indenture Act Controls.




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




SECTION 12.02 Notices.




          Any notice or communication by the Issuers, 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:




58









 







If to the Issuers or any Subsidiary Guarantor:



Crosstex Energy, L.P.

2501 Cedar Springs

Suite 600

Dallas, Texas 75201

Attn: William W. Davis

Telephone: (214) 953-9500

Facsimile: (214) 953-9501



If to the Trustee:



Attn:

Telephone:

Facsimile:




          The Issuers, 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 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.




          If the Issuers or a Subsidiary Guarantor mails a notice or communication to Holders, it shall
mail a copy to the Issuers and the other Subsidiary Guarantors, as the case may be, and to the
Trustee and each Agent at the same time.




          All notices or communications, including, without limitation, notices to the Trustee, the
Issuers 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.




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SECTION 12.03 Communication by Holders with Other Holders.




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




SECTION 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Issuers or a Subsidiary Guarantor to the Trustee to
take any action under this Indenture, the Issuers or such Subsidiary Guarantor, as the case may be,
shall, if requested by the Trustee, furnish to the Trustee at the expense of the Issuers or such
Subsidiary Guarantor, as the case may be:





     (1) an Officers’ Certificate (which shall include the statements set forth in Section
12.05) 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




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



SECTION 12.05 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 § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:





     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) 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;




     (3) 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




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



SECTION 12.06 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.




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SECTION 12.07 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 12.08 No Recourse Against Others.




          Obligations of the Issuers and a Subsidiary Guarantor under this Indenture, the Securities and
the related Guarantees, if any, are non-recourse to the Managing General Partner, the General
Partner and their respective Affiliates (other than the Issuers and such Subsidiary Guarantor), and
payable only out of cash flow and assets of the Issuers and such Subsidiary Guarantor. The
Trustee, and each Holder of a Security by its acceptance thereof, will be deemed to have agreed in
this Indenture that (1) none of the Managing General Partner, the General Partner or their
respective assets (nor any of their respective Affiliates other than the Issuers and a Subsidiary
Guarantor, nor its respective assets) shall be liable for any of the obligations of the Issuers and
a Subsidiary Guarantor under this Indenture, such Securities or such related Guarantees, and (2) no
director, manager, member, officer, employee, stockholder, partner, unitholder or other owner of
the Issuers, any Subsidiary Guarantor, the Trustee, the Managing General Partner, the General
Partner or any of Affiliate of the foregoing entities shall have any personal liability in respect
of the obligations of the Issuers and a Subsidiary Guarantor under this Indenture, such Securities
or such related Guarantees by reason of his, her or its status. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release shall be part of the
consideration for the issuance of Securities.




SECTION 12.09 Governing Law.




          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES 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 12.10 No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Issuers, any Subsidiary Guarantor or any other Subsidiary of the Issuers. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.




SECTION 12.11 Successors.




          All agreements of the Issuers and each of 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.




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SECTION 12.12 Severability.




          In case any provision in this Indenture or in the Securities or in any Guarantee 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 12.13 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.




SECTION 12.14 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.




	 	 	 	 	 
	 	CROSSTEX ENERGY, L.P.

 	 
	 	By:  	         Crosstex Energy GP, L.P., 
its General Partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     Crosstex Energy GP, LLC,
 its General Partner
 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CROSSTEX ENERGY FINANCE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAMES(S) OF SUBSIDIARY GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 











	 	 	 	 	 
	 	[                    ], as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



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 Issuers.




          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 Articles X and XI of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.




	 	 	 	 	 
	 	[NAME(S) OF SUBSIDIARY GUARANTOR(S)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: