Exhibit
4.1


 


Execution copy




 





 


MAGELLAN
MIDSTREAM PARTNERS, L.P.


 


as
Issuer,


 


ANY
SUBSIDIARY GUARANTORS


 


PARTIES
HERETO


 


as
Subsidiary Guarantors,


 


and


 


SUNTRUST
BANK,


 


as
Trustee


 


INDENTURE


 


Dated
as of May 25, 2004


 


Debt
Securities


 




 





 


 

















 


CROSS-REFERENCE
TABLE


 


	
  TIA Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  5.01

  
	
   

  	
  (b)

  	
   

  	
  5.02

  
	
   

  	
  (c)

  	
   

  	
  5.02

  
	
  313

  	
  (a)

  	
   

  	
  5.03

  
	
   

  	
  (b)

  	
   

  	
  5.03

  
	
   

  	
  (c)

  	
   

  	
  13.03

  
	
   

  	
  (d)

  	
   

  	
  5.03

  
	
  314

  	
  (a)

  	
   

  	
  4.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  13.05

  
	
   

  	
  (c)(2)

  	
   

  	
  13.05

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  6.07 & 13.03

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.08

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  1.01

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.06

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.06

  
	
   

  	
  (a)(2)

  	
   

  	
  9.01(d)

  
	
   

  	
  (b)

  	
   

  	
  6.04

  
	
   

  	
  (c)

  	
   

  	
  5.04

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.02

  
	
   

  	
  (a)(2)

  	
   

  	
  6.02

  
	
   

  	
  (b)

  	
   

  	
  4.04

  
	
  318

  	
  (a)

  	
   

  	
  13.07

  



 












N.A. means Not Applicable


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


 


i

















 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Other Definitions

  	
   

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
   

  
	
  Section 1.04.

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Forms Generally

  	
   

  
	
  Section 2.02.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  
	
  Section 2.03.

  	
  Principal Amount; Issuable in Series

  	
   

  
	
  Section 2.04.

  	
  Execution of Debt Securities

  	
   

  
	
  Section 2.05.

  	
  Authentication and Delivery of Debt
  Securities

  	
   

  
	
  Section 2.06.

  	
  Denomination of Debt Securities

  	
   

  
	
  Section 2.07.

  	
  Registration of Transfer and Exchange.

  	
   

  
	
  Section 2.08.

  	
  Temporary Debt Securities

  	
   

  
	
  Section 2.09.

  	
  Mutilated, Destroyed, Lost or Stolen Debt
  Securities

  	
   

  
	
  Section 2.10.

  	
  Cancellation of Surrendered Debt
  Securities

  	
   

  
	
  Section 2.11.

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

  	
   

  
	
  Section 2.12.

  	
  Payment of Interest; Interest Rights
  Preserved.

  	
   

  
	
  Section 2.13.

  	
  Securities Denominated in Dollars

  	
   

  
	
  Section 2.14.

  	
  Wire Transfers

  	
   

  
	
  Section 2.15.

  	
  Securities Issuable in the Form of a
  Global Security

  	
   

  
	
  Section 2.16.

  	
  Medium Term Securities

  	
   

  
	
  Section 2.17.

  	
  Defaulted Interest

  	
   

  
	
  Section 2.18.

  	
  CUSIP and ISIN Numbers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  REDEMPTION OF
  DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Applicability of Article

  	
   

  
	
  Section 3.02.

  	
  Notice of Redemption; Selection of Debt
  Securities

  	
   

  
	
  Section 3.03.

  	
  Payment of Debt Securities Called for
  Redemption

  	
   

  
	
  Section 3.04.

  	
  Mandatory and Optional Sinking Funds

  	
   

  
	
  Section 3.05.

  	
  Redemption of Debt Securities for Sinking
  Fund

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  PARTICULAR
  COVENANTS OF THE PARTNERSHIP

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

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

  	
   

  



 


ii

















 


	
  Section 4.02.

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

  	
   

  
	
  Section 4.03.

  	
  Appointment to Fill a Vacancy in the
  Office of Trustee

  	
   

  
	
  Section 4.04.

  	
  Duties of Paying Agents, etc

  	
   

  
	
  Section 4.05.

  	
  SEC Reports; Financial Statements.

  	
   

  
	
  Section 4.06.

  	
  Compliance Certificate.

  	
   

  
	
  Section 4.07.

  	
  Further Instruments and Acts

  	
   

  
	
  Section 4.08.

  	
  Existence

  	
   

  
	
  Section 4.09.

  	
  Maintenance of Properties

  	
   

  
	
  Section 4.10.

  	
  Payment of Taxes and Other Claims

  	
   

  
	
  Section 4.11.

  	
  Waiver of Certain Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

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

  	
   

  
	
  Section 5.02.

  	
  Communications to Holders

  	
   

  
	
  Section 5.03.

  	
  Reports by Trustee

  	
   

  
	
  Section 5.04.

  	
  Record Dates for Action by Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  REMEDIES
  OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
   

  
	
  Section 6.02.

  	
  Collection of Debt by Trustee, etc.

  	
   

  
	
  Section 6.03.

  	
  Application of Money Collected by Trustee

  	
   

  
	
  Section 6.04.

  	
  Limitation on Suits by Holders

  	
   

  
	
  Section 6.05.

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

  	
   

  
	
  Section 6.06.

  	
  Rights of Holders of Majority in
  Principal Amount of Debt Securities to Direct Trustee and to Waive Default35

  	
   

  
	
  Section 6.07.

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

  	
   

  
	
  Section 6.08.

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

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  CONCERNING THE
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Certain Duties and Responsibilities

  	
   

  
	
  Section 7.02.

  	
  Certain Rights of Trustee

  	
   

  
	
  Section 7.03.

  	
  Trustee Not Liable for Recitals in
  Indenture or in Debt Securities

  	
   

  
	
  Section 7.04.

  	
  Trustee, Paying Agent or Registrar May
  Own Debt Securities

  	
   

  
	
  Section 7.05.

  	
  Money Received by Trustee to Be Held in
  Trust

  	
   

  
	
  Section 7.06.

  	
  Compensation and Reimbursement

  	
   

  
	
  Section 7.07.

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

  	
   

  
	
  Section 7.08.

  	
  Separate Trustee; Replacement of Trustee

  	
   

  



 


iii

















 


	
  Section 7.09.

  	
  Successor Trustee by Merger

  	
   

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
   

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against
  Partnership

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  CONCERNING THE
  HOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Evidence of Action by Holders

  	
   

  
	
  Section 8.02.

  	
  Proof of Execution of Instruments and of
  Holding of Debt Securities

  	
   

  
	
  Section 8.03.

  	
  Who May Be Deemed Owner of Debt
  Securities

  	
   

  
	
  Section 8.04.

  	
  Instruments Executed by Holders Bind
  Future Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

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

  	
   

  
	
  Section 9.02.

  	
  Modification of Indenture with Consent of
  Holders of Debt Securities

  	
   

  
	
  Section 9.03.

  	
  Effect of Supplemental Indentures

  	
   

  
	
  Section 9.04.

  	
  Debt Securities May Bear Notation of
  Changes by Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  CONSOLIDATION, MERGER, SALE
  OR CONVEYANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Consolidations and Mergers of the
  Partnership

  	
   

  
	
  Section 10.02.

  	
  Rights and Duties of Successor
  Partnership

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  SATISFACTION
  AND DISCHARGE OF

  	
   

  
	
  INDENTURE;
  DEFEASANCE; UNCLAIMED MONEY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Applicability of Article

  	
   

  
	
  Section 11.02.

  	
  Satisfaction and Discharge of Indenture;
  Defeasance.

  	
   

  
	
  Section 11.03.

  	
  Conditions of Defeasance

  	
   

  
	
  Section 11.04.

  	
  Application of Trust Money

  	
   

  
	
  Section 11.05.

  	
  Repayment to Partnership

  	
   

  
	
  Section 11.06.

  	
  Indemnity for U.S. Government
  Obligations

  	
   

  
	
  Section 11.07.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
  [RESERVED]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Successors and Assigns of Partnership
  Bound by Indenture

  	
   

  
	
  Section 13.02.

  	
  Acts of Board, Committee or Officer of
  Successor Partnership Valid

  	
   

  
	
  Section 13.03.

  	
  Required Notices or Demands

  	
   

  



 


iv

















 


	
  Section 13.04.

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

  	
   

  
	
  Section 13.05.

  	
  Officers’ Certificate and Opinion of
  Counsel to Be Furnished upon Application or Demand by the Partnership53

  	
   

  
	
  Section 13.06.

  	
  Payments Due on Legal Holidays

  	
   

  
	
  Section 13.07.

  	
  Provisions Required by TIA to Control

  	
   

  
	
  Section 13.08.

  	
  Computation of Interest on Debt
  Securities

  	
   

  
	
  Section 13.09.

  	
  Rules by Trustee, Paying Agent and
  Registrar

  	
   

  
	
  Section 13.10.

  	
  No Recourse Against Others

  	
   

  
	
  Section 13.11.

  	
  Severability

  	
   

  
	
  Section 13.12.

  	
  Effect of Headings

  	
   

  
	
  Section 13.13.

  	
  Indenture May Be Executed in
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.01.

  	
  Unconditional Guarantee

  	
   

  
	
  Section 14.02.

  	
  Execution and Delivery of Notation of
  Guarantee

  	
   

  
	
  Section 14.03.

  	
  Limitation on Subsidiary Guarantors’
  Liability

  	
   

  
	
  Section 14.04.

  	
  Release of Subsidiary Guarantors from
  Guarantee

  	
   

  
	
  Section 14.05.

  	
  Subsidiary Guarantor Contribution

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notation
  of Guarantee

  	
  Annex
  A

  	
   

  
				



 


v

















 


THIS INDENTURE
dated as of May 25, 2004 is among Magellan Midstream Partners, L.P., a Delaware
limited partnership (the “Partnership”), any subsidiary guarantors parties
hereto from time to time (the “Subsidiary Guarantors”) and SunTrust Bank, a
Georgia bank and trust company, as trustee (the “Trustee”).


 


RECITALS OF THE
PARTNERSHIP AND THE SUBSIDIARY GUARANTORS


 


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


 


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


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH


 


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


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.                             Definitions.


 


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


 


“Agent” means any
Registrar or paying agent.


 


Indenture Signature Page


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Floating Rate
Security” means a Debt Security that provides for the payment of interest at a
variable rate determined periodically by reference to an interest rate index
specified pursuant to Section 2.03.


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 Debt
Securities of that series for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any paying
agent (other than the Partnership) in trust or set aside and segregated in
trust by the Partnership (if the Partnership shall act as its own paying agent)
for the Holders of such Debt Securities; provided, that, if such Debt
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made; and


 


(c)                                  Debt
Securities of that series which have been paid pursuant to Section 2.09 or
in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Partnership;


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


“SEC” means the
Securities and Exchange Commission.


 


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


 


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


 


“Subsidiary” of
any Person means:


 


(1)                                  any
corporation, association or other business entity of which more than 50% of the
total voting power of equity interests entitled, without regard to the
occurrence of any contingency, to vote in the election of directors, managers,
trustees or equivalent Persons thereof, is at the time of determination owned
or controlled,


 


5

















 


directly or indirectly, by such Person or one or more of the other
Subsidiaries of such Person or a combination thereof; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


Section 1.02.                             Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
  “Debt Security
  Register”

  	
   

  	
  2.07

  
	
  “Defaulted
  Interest”

  	
   

  	
  2.17

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Funding
  Guarantor”

  	
   

  	
  14.05

  
	
  “Guarantee”

  	
   

  	
  14.01

  
	
  “Place of
  Payment”

  	
   

  	
  2.03

  
	
  “Registrar”

  	
   

  	
  2.07

  
	
  “Successor
  Partnership”

  	
   

  	
  10.01

  



 


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


 


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


 


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


 


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


 


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


 


(c)                                  “or”
is not exclusive;


 


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


 


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


 


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


 


ARTICLE II

DEBT SECURITIES


 


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


 


7

















 


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


 


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


 


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


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  SUNTRUST BANK,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


In case any
officer of the General Partner who shall have signed any of the Debt Securities
shall cease to be such officer before the Debt Securities so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the
Partnership, such Debt Securities nevertheless may be authenticated and
delivered or disposed of as though the Person who signed such Debt Securities
had not ceased to be such officer of the General Partner; and any Debt Security
may be signed on behalf of the General Partner by such Persons as, at the
actual date of the execution of such Debt Security, shall be the proper
officers of the General Partner, although at the date of such Debt Security or
of the execution of this Indenture any such Person was not such officer.


 


Section 2.05.                             Authentication and
Delivery of Debt Securities.  At any
time and from time to time after the execution and delivery of this Indenture,
the Partnership may deliver Debt Securities of any series executed by the
Partnership to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon a Partnership
Order.  In authenticating such Debt
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Debt Securities, the Trustee shall be entitled to receive,
and (subject to Section 7.01) shall be fully protected in relying upon:


 


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


 


(b)                                 an
executed supplemental Indenture, if any;


 


(c)                                  an
Officers’ Certificate; and


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


Section 2.07.                             Registration
of Transfer and Exchange.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


None of the
Partnership, the Subsidiary Guarantors, the Trustee, any agent of the Trustee,
any paying agent or any Registrar will have any responsibility or liability for
(i) any aspect of the records relating to, or payments made on account of,
beneficial ownership interests of a Global Security, (ii) maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests (iii) any failure of the Depositary for such Global Security to
process any notices to Holders required or permitted hereunder, (iv) any
selection of beneficial ownership interests to be redeemed in connection with
any redemption hereunder or (v) any other action taken by such Depositary for or
on behalf of the owners of such beneficial interests.


 


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


 


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


 


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


 


14

















 


temporary Global Security shall be reduced for all purposes by the
amount to be exchanged and endorsed.


 


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


 


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


 


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


 


15

















 


satisfaction of the Debt
represented thereby unless and until the same are delivered or surrendered to the
Trustee with written instructions for cancellation.  The Partnership may not issue new Debt Securities to replace Debt
Securities it has redeemed, paid or delivered to the Trustee for cancellation.


 


Section 2.11.                             Provisions
of the Indenture and Debt Securities for the Sole Benefit of the Parties and
the Holders.  Nothing in this
Indenture or in the Debt Securities, expressed or implied, shall give or be
construed to give to any Person, other than the parties hereto, any person
indemnified pursuant to Section 7.06, the Holders or any Registrar or
paying agent, any legal or equitable right, remedy or claim under or in respect
of this Indenture, or under any covenant, condition or provision herein
contained; all its covenants, conditions and provisions being for the sole
benefit of the parties hereto, any such indemnified Persons, the Holders and
any Registrar and paying agents.


 


Section 2.12.                             Payment
of Interest; Interest Rights Preserved.


 


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


 


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


 


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


 


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


 


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


 


(a)                                  If
the Partnership shall establish pursuant to Sections 2.01 and 2.03 that the
Debt Securities of a particular series are to be issued in whole or in part in
the form of one or more


 


16

















 


Global Securities, then the Partnership shall execute
and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as the
Partnership shall specify in an Officers’ Certificate,  shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee,  shall be delivered by the Trustee or its
agent to the Depositary or pursuant to the Depositary’s instruction and shall
bear a legend substantially to the following effect:


 


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


 


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


 


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


 


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


 


(c) (i)                    If at any time
the Depositary for a Global Security or Securities notifies the Partnership
that it is unwilling or unable to continue as Depositary for such Global
Security or Securities or if at any time the Depositary for the Debt Securities
for such series shall no longer be eligible or in good standing under the Exchange
Act or other applicable statute, rule or regulation, the Partnership shall
appoint a successor Depositary with respect to such Global Security or
Securities.  If a successor Depositary
for such


 


17

















 


Global Security or
Securities is not appointed by the Partnership within 90 days after the
Partnership receives such notice or becomes aware of such ineligibility, the
Partnership shall execute, and the Trustee or its agent, upon receipt of a
Partnership Order for the authentication and delivery of such individual Debt
Securities of such series in exchange for such Global Security or Securities,
will authenticate and deliver, individual Debt Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security or Securities in exchange for
such Global Security or Securities.


 


(ii)                                  [intentionally
omitted]


 


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


 


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


 


(v)                                 Payments
in respect of the principal of and interest on any Debt Securities issued in
global form and registered in the name of the Depositary or its nominee will be
payable to the Depositary or such nominee in its capacity as the registered
owner of such Global Security.  The
Partnership, the Subsidiary Guarantors and the Trustee may treat the Person in
whose name the Debt Securities, including the Global Security, are registered
as the owner thereof for the purpose of receiving such payments and for any and
all other purposes whatsoever.  None of
the Partnership, the Subsidiary Guarantors, the Trustee, any Registrar, the
paying agent or any agent of the Partnership or the Trustee will have any
responsibility or liability for any aspect of the records relating to or


 


18

















 


payments made on account
of the beneficial ownership interests of the Global Security by the Depositary
or its nominee or any of the Depositary’s direct or indirect participants, or
for maintaining, supervising or reviewing any records of the Depositary, its
nominee or any of its direct or indirect participants relating to the
beneficial ownership interests of the Global Security,  the payments to the beneficial owners of the
Global Security of amounts paid to the Depositary or its nominee, or any other
matter relating to the actions and practices of the Depositary, its nominee or
any of its direct or indirect participants. 
None of the Partnership, the Subsidiary Guarantors, the Trustee or any
such agent will be liable for any delay by the Depositary, its nominee, or any
of its direct or indirect participants in identifying the beneficial owners of
the Debt Securities, and the Partnership and the Trustee may conclusively rely
on, and will be protected in relying on, instructions from the Depositary or
its nominee for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the individual Debt Securities
to be issued).


 


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


 


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


 


Section 2.17.                             Defaulted
Interest.  Any interest on any Debt
Security of a particular series which is payable, but is not punctually paid or
duly provided for, on the dates and in the manner provided in the Debt
Securities of such series and in this Indenture (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant record date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Partnership, at its election in each case, as
provided in clause (i) or (ii) below:


 


19

















 


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


 


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


 


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


 


ARTICLE III

REDEMPTION OF DEBT SECURITIES


 


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


 


20

















 


Section 3.02.                             Notice
of Redemption; Selection of Debt Securities.  In case the Partnership shall desire to exercise the right to
redeem all or, as the case may be, any part of the Debt Securities of any
series in accordance with their terms, by resolution of the Board of Directors
or a supplemental Indenture, the Partnership shall fix a date for redemption
and shall give notice of such redemption at least 30 and not more than 60 days
prior to the date fixed for redemption to the Holders of Debt Securities of
such series so to be redeemed as a whole or in part, in the manner provided in
Section 13.03; provided, however, such notice may be given more than 60
days prior to the Redemption Date if the notice is given in connection with a
satisfaction and discharge pursuant to Section 11.02(a).  The notice if given in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice.  In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any
other Debt Security of such series.


 


Each such notice
of redemption shall specify (i) the Redemption Date, (ii) the redemption price
at which Debt Securities of such series are to be redeemed (or the method of
calculating such redemption price), (iii) the Place or Places of Payment that
payment will be made upon presentation and surrender of such Debt Securities,
(iv) that any interest accrued to the Redemption Date will be paid as specified
in said notice, (v) that the redemption is for a sinking fund payment (if
applicable), (vi) that, unless otherwise specified in such notice, if the
Partnership defaults in making such redemption payment, the paying agent is
prohibited from making such payment pursuant to the terms of this Indenture,
(vii) that on and after said date any interest thereon or on the portions
thereof to be redeemed will cease to accrue, (viii) that in the case of Original
Issue Discount Securities original issue discount accrued after the Redemption
Date will cease to accrue, (ix) the terms of the Debt Securities of that series
pursuant to which the Debt Securities of that series are being redeemed and (x)
that no representation is made as to the correctness or accuracy of the CUSIP
or ISIN number, if any, listed in such notice or printed on the Debt Securities
of that series.  If less than all the
Debt Securities of a series are to be redeemed at any time, the notice of
redemption shall specify the certificate numbers of the Debt Securities of that
series to be redeemed.  In case any Debt
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the Redemption Date, upon surrender of such Debt
Security, a new Debt Security or Debt Securities of that series in principal
amount equal to the unredeemed portion thereof, will be issued.


 


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


 


21

















 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


23

















 


obligated to make the
cash payment or payments therein referred to, if any, by 11 a.m., New York City
time, on the next succeeding sinking fund payment date.  Failure of the Partnership to deliver such
certificate (or to deliver the Debt Securities specified in this paragraph)
shall not constitute a Default, but such failure shall require that the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.


 


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


 


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


 


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


 


24

















 


Default shall have been cured or waived as provided herein, such money
shall thereafter be applied on the next sinking fund payment date for such Debt
Securities on which such money may be applied pursuant to the provisions of
this Section 3.05.


 


ARTICLE IV

PARTICULAR COVENANTS OF THE PARTNERSHIP


 


Section 4.01.                             Payment
of Principal of, and Premium, If Any, and Interest on, Debt Securities.  The Partnership, for the benefit of each
series of Debt Securities, will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Debt Securities
at the place, at the respective times and in the manner provided herein or in
the Debt Securities.  Each installment
of interest on the Debt Securities (other than those represented by a Global
Security) may at the Partnership’s option be paid by mailing checks for such
interest payable to the Person entitled thereto pursuant to
Section 2.07(a) to the address of such Person as it appears on the Debt
Security Register.


 


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


 


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


 


Section 4.02.                             Maintenance
of Offices or Agencies for Registration of Transfer, Exchange and Payment of
Debt Securities.  The Partnership
will maintain in each Place of Payment for any series of Debt Securities an
office or agency where Debt Securities of such series may be presented or
surrendered for payment, and it shall also maintain (in or outside such Place
of Payment) an office or agency where Debt Securities of such series may be
surrendered for transfer or exchange and where notices and demands to or upon
the Partnership in respect of the Debt Securities of such series and this
Indenture may be served.  Initially,
such office or agency shall be c/o Law Debenture Corporate Trust Services, 767
Third Avenue, New York, New York 
10017.  The Partnership will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If
at any time the Partnership shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
office of the Trustee where its corporate trust business is principally
administered in the United States, and the Partnership hereby appoints the
Trustee as its agent to receive all presentations, surrenders, notices and
demands.


 


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


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


Section 4.05.                             SEC
Reports; Financial Statements. 


 


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


 


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


 


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


 


Section 4.06.                             Compliance
Certificate.


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


ARTICLE VI

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT


 


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


 


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


 


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


 


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


 


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


 


30

















 


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


 


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


 


(i)                                     commences
a voluntary case,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


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


 


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


 


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


 


SECOND:  In case the principal of the Outstanding
Debt Securities in respect of which such money has been collected shall not
have become due, to the payment of interest on the Debt Securities of such
series in the order of the maturity of the installments of such interest, with


 


33

















 


interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest at the rate or Yield to
Maturity (in the case of Original Issue Discount Debt Securities) borne by the
Debt Securities of such series, such payments to be made ratably to the Persons
entitled thereto, without discrimination or preference;


 


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


 


FOURTH:  The remainder, if any, shall be paid to any
of the Subsidiary Guarantors or the Partnership, as applicable, its successors
or assigns, or to whomsoever may be lawfully entitled to receive the same, or
as a court of competent jurisdiction may direct.


 


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


 


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


 


34

















 


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


 


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


 


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


 


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


 


35

















 


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


 


Section 6.07.                             Trustee
to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances.  The Trustee shall,
within 90 days after the occurrence of a Default known to it with respect to a
series of Debt Securities, give to the Holders thereof, in the manner provided
in Section 13.03, notice of all Defaults with respect to such series known
to the Trustee, unless such Defaults shall have been cured or waived before the
giving of such notice; provided, that, except in the case of Default in the payment
of the principal of, or premium, if any, or interest on, any of the Debt
Securities of such series or in the making of any sinking fund payment with
respect to the Debt Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a committee of directors or responsible officers, of
the Trustee in good faith determines that the withholding of such notice is in
the interests of the Holders thereof.


 


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


 


ARTICLE VII

CONCERNING THE TRUSTEE


 


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


 


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


 


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


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


38

















 


(i)                                     the
Trustee is not required to take notice nor deemed to have notice of any Default
or Event of Default hereunder with respect to a series of Debt Securities
(other than an Event of Default described in subsection (a), (b) or (c) of
Section 6.01 with respect to a Series of Debt Securities during any period
the Trustee is also serving as a paying agent for such Debt Securities) unless
a Trust Officer has received notice in writing of such Default or Event of
Default from the Partnership or from the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities so affected, and in the
absence of any such notice, the Trustee may conclusively assume that no Default
or Event of Default exists;


 


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


 


(k)                                  the
Trustee’s rights, powers, indemnities, immunities and protections from
liability and its rights to indemnification in connection with the performance
of its duties under this Indenture shall extend to (i) the Trustee in all
capacities in which it may be serving, including without limitation, as a
paying agent or Registrar, and (ii) the Trustee’s directors, officers, agents
and employees.  Such immunities and
protections and rights to indemnification shall survive the Trustee’s
resignation or removal, the discharge of this Indenture and the final payment
of the Debt Securities;


 


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


 


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


 


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


 


Section 7.04.                             Trustee,
Paying Agent or Registrar May Own Debt Securities.  The Trustee or any paying agent or
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and subject to the provisions of the TIA relating to
conflicts


 


39

















 


of interest and
preferential claims may otherwise deal with the Partnership with the same
rights it would have if it were not Trustee, paying agent or Registrar.


 


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


 


Section 7.06.                             Compensation
and Reimbursement.  The Partnership
covenants and agrees to pay in Dollars to the Trustee from time to time, and
the Trustee shall be entitled to, reasonable compensation for all services
rendered by it hereunder (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), including,
without limitation, paying agent and Registrar, and, except as otherwise
expressly provided herein, the Partnership will pay or reimburse in Dollars the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents, attorneys and counsel and of all
Persons not regularly in its employ), including without limitation,
Section 6.02, except any such expense, disbursement or advances as may
arise from its negligence or bad faith. 
The Partnership also covenants to indemnify and defend the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee, arising out of or
in connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance
of any of its powers or duties hereunder. 
The obligations of the Partnership under this Section 7.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional Debt hereunder
and shall survive the satisfaction and discharge of this Indenture.  The Partnership and the Holders agree that
such additional Debt shall be secured by a Lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee, as
such, except funds held in trust for the payment of principal of, and premium,
if any, or interest on, particular Debt Securities.When the Trustee incurs
expenses or renders services after an Event of Default specified in
Section 6.01(e) or (f) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.


 


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


 


40

















 


warrant to the Trustee
for any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.


 


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


 


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


 


(b)                                 the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(d)                                 the
Trustee otherwise becomes incapable of acting.


 


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


 


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


 


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


 


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


 


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


 


In the case of the
appointment hereunder of a separate or successor Trustee with respect to the
Debt Securities of one or more series, the Partnership, any retiring Trustee
and each


 


41

















 


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


 


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


 


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


 


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


 


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


 


42

















 


ARTICLE VIII

CONCERNING THE HOLDERS


 


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


 


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


 


Section 8.03.                             Who
May Be Deemed Owner of Debt Securities. 
Prior to due presentment for registration of transfer of any Debt
Security, the Partnership, the Subsidiary Guarantors, the Trustee, any paying
agent and any Registrar may deem and treat the Person in whose name any Debt
Security shall be registered upon the books of the Partnership as the absolute
owner of such Debt Security (whether or not such Debt Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.12) interest on such Debt Security and
for all other purposes, and neither the Partnership nor the Subsidiary
Guarantors nor the Trustee nor any paying agent nor any Registrar shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Debt Security.


 


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


 


43

















 


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


 


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


 


ARTICLE IX

SUPPLEMENTAL INDENTURES


 


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


 


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


 


(b)                                 to
surrender any right or power herein conferred upon the Partnership or the
Subsidiary Guarantors, to add to the covenants of the Partnership or the
Subsidiary Guarantors such further covenants, restrictions, conditions or
provisions for the protection of the Holders of


 


44

















 


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


 


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


 


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


 


(e)                                  [intentionally
omitted];


 


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


 


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


 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


46

















 


(i)                                     except
as provided in Sections 1.02(b) or 14.04, release any of the Subsidiary
Guarantors or modify a Guarantee in any manner adverse to the Holders.


 


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


 


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


 


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


 


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


 


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


 


In executing any
supplemental Indenture, the Trustee, subject to the provisions of Sections 7.01
and 7.02, shall be entitled to receive and rely upon an Officers’ Certificate
and an Opinion of Counsel as conclusive evidence that any such supplemental
Indenture is authorized by and complies with the provisions of this
Article IX.


 


Section 9.04.                             Debt
Securities May Bear Notation of Changes by Supplemental Indentures.  Debt Securities of any series authenticated
and delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental Indenture.  New
Debt Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental Indenture may be prepared and executed by
the Partnership, 


 


47

















 


authenticated by the
Trustee and delivered in exchange for the Debt Securities of such series then
Outstanding.  Failure to make the
appropriate notation or to issue a new Debt Security of such series shall not
affect the validity of such amendment.


 


ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


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


 


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


 


48

















 


Indenture as the Debt
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all such Debt Securities had been issued at the date
of the execution hereof.


 


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


 


ARTICLE XI

SATISFACTION AND DISCHARGE OF 

INDENTURE; DEFEASANCE; UNCLAIMED MONEY


 


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


 


Section 11.02.                       Satisfaction
and Discharge of Indenture; Defeasance.


 


(a)                                  (i)                                     If
at any time the Partnership shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09 and Debt Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Partnership as
provided in Section 11.05) or (ii) all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (1) the Partnership
shall irrevocably deposit with the Trustee as trust funds money, U.S.
Government Obligations or a combination thereof sufficient to pay at maturity
or upon redemption all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due on such date of Stated Maturity or Redemption
Date, as the case may be, and (2) the Partnership shall deliver to the Trustee
a certificate to the effect described in Section 11.03(b) hereof, and if
in the case described in either of the preceding clauses (i) and (ii) the
Partnership shall also pay or cause to be paid all other sums then due and payable
hereunder by the Partnership with respect to the Debt Securities of such
series, then this Indenture shall cease to be of further effect with respect to
the Debt Securities of such series, and the Trustee, on demand of the
Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel
and at the cost and expense of the Partnership, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to the Debt Securities of such series.


 


(b)                                 Subject
to Sections 11.02(c), 11.03 and 11.07, the Partnership at any time may
terminate, with respect to Debt Securities of a particular series,  all its obligations under the Debt
Securities of such series and this Indenture with respect to the Debt
Securities of such series (“legal defeasance option”) or the operation of (x)
any covenant made applicable to such Debt Securities pursuant to
Section 2.03, (y) Sections 6.01(d), (g) and (h) (except to the extent


 


49

















 


covenants or agreements referenced in
Section 6.01(d) remain applicable) and (z), as they relate to the
Subsidiary Guarantors only, Sections 6.01(e) and (f) (“covenant defeasance
option”).  If the Partnership exercises
either its legal defeasance option or its covenant defeasance option with
respect to Debt Securities of a particular series that are entitled to the
benefit of a Guarantee, the Guarantee will terminate with respect to that
series of Debt Securities and be automatically released and discharged and any
security that may have been granted in respect of such series shall be
automatically released.  The Partnership
may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option.


 


If the Partnership
exercises its legal defeasance option, payment of the Debt Securities of the
defeased series may not be accelerated because of an Event of Default.  If the Partnership exercises its covenant
defeasance option, payment of the Debt Securities of the defeased series may
not be accelerated because of an Event of Default specified in Sections
6.01(d), (g) and (h) and, with respect to the Subsidiary Guarantors only,
Sections 6.01(e) and (f) (except to the extent covenants or agreements
referenced in Section 6.01(d) remain applicable).


 


Upon satisfaction
of the conditions set forth herein and upon request of the Partnership, the
Trustee shall acknowledge in writing the discharge of those obligations that
the Partnership terminates.


 


(c)                                  Notwithstanding
clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07,
2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the
Debt Securities of the defeased series have been paid in full.  Thereafter, the Partnership’s obligations in
Sections 7.06, 11.05 and 11.06 shall survive.


 


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


 


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


 


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


 


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


 


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


 


50

















 


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


 


(f)                                    the
Partnership delivers to the Trustee an Opinion of Counsel to the effect that
the trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 11.06.                       Indemnity
for U.S. Government Obligations. 
The Partnership shall pay and shall indemnify the Trustee and the
Holders against any tax, fee or other charge imposed


 


51

















 


on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.


 


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


 


ARTICLE XII

[RESERVED]


 


This
Article XII has been intentionally omitted.


 


ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


Section 13.01.                       Successors
and Assigns of Partnership Bound by Indenture.  All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Partnership, the Subsidiary
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.


 


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


 


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


 


If to the
Partnership or any of the Subsidiary Guarantors:


 


Magellan Midstream Partners, L.P.


One Williams Center, Suite 2800


Tulsa, Oklahoma  74172


P.O. Box 22186, MD 28-1


Tulsa, Oklahoma  74121-2186


Attention:  General Counsel


Telecopy No. (918) 753-1055


 


If to the Trustee:


 


52

















 


SunTrust Bank


25 Park Place N.E., 24th Floor


Atlanta, Georgia  30303-2900


Attention:  Corporate Trust
Department


Telecopy No. (404) 588-7335


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 13.05.                       Officers’
Certificate and Opinion of Counsel to Be Furnished upon Application or Demand
by the Partnership.  Upon any
application or demand by the Partnership


 


53

















 


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


 


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


 


Section 13.06.                       Payments
Due on Legal Holidays.  In any case
where the date of maturity of interest on or principal of and premium, if any,
on the Debt Securities of a series shall not be a Business Day at any Place of
Payment for the Debt Securities of such series, then payment of interest or
principal and premium, if any, need not be made on such date at such Place of
Payment, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the date of maturity, and
no interest shall accrue for the period after such date.  If a record date is not a Business Day, the
record date shall not be affected.


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


ARTICLE XIV

GUARANTEE


 


Section 14.01.                       Unconditional
Guarantee.


 


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


 


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


 


(c)                                  Failing
payment when due of any amount guaranteed pursuant to its Guarantee, for
whatever reason, each of the Subsidiary Guarantors will be jointly and
severally obligated to pay the same immediately.  The Guarantee hereunder is intended to be a general, unsecured,
senior obligation of each of the Subsidiary Guarantors and will rank pari passu
in right of payment with all Debt of such Subsidiary Guarantor that is not, by
its terms, expressly subordinated in right of payment to the Guarantee.  Each of the Subsidiary Guarantors hereby
agrees that its obligations hereunder shall be full, unconditional and
absolute, irrespective of the validity, regularity or enforceability of the
Debt Securities, its Guarantee (including the Guarantee of any other Subsidiary
Guarantor) or this Indenture, the absence of any action to enforce the same,
any waiver or consent by the Trustee or any Holder of the Debt Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Partnership or any other Subsidiary Guarantor, or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of any of the Subsidiary
Guarantors.  Each of the Subsidiary
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Debt Securities, whether
at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise, legal proceedings may be instituted by the Trustee on behalf of
the Holders or, subject to Section 6.04,


 


55

















 


by the Holders, on the terms and conditions set forth
in this Indenture, directly against such Subsidiary Guarantor to enforce its
Guarantee without first proceeding against the Partnership or any other
Subsidiary Guarantor.


 


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


 


(e)                                  Each
of the Subsidiary Guarantors hereby (A) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Partnership or any of other Subsidiary Guarantors,
and all demands whatsoever, (B) acknowledges that any agreement,
instrument or document evidencing its Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantee without notice to it
and (C) covenants that its Guarantee will not be discharged except by
complete performance of the Guarantee. 
Each of the Subsidiary Guarantors further agrees that if at any time all
or any part of any payment theretofore applied by any Person to its Guarantee
is, or must be, rescinded


 


56

















 


or returned for any reason whatsoever, including
without limitation, the insolvency, bankruptcy or reorganization of the
Partnership or any of the other Subsidiary Guarantors, the Guarantee shall, to
the extent that such payment is or must be rescinded or returned, be deemed to
have continued in existence notwithstanding such application, and the Guarantee
shall continue to be effective or be reinstated, as the case may be, as though
such application had not been made.


 


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


 


Section 14.02.                       Execution
and Delivery of Notation of Guarantee. 
To further evidence its Guarantee set forth in Section 14.01, each
of the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of such Subsidiary Guarantor, or in the case
of a Subsidiary Guarantor that is a limited partnership, an officer of the
general partner of such Subsidiary Guarantor. 
Each of the Subsidiary Guarantors hereby agrees that its Guarantee set
forth in Section 14.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Debt Security a notation
relating to the Guarantee.  If any
officer of any Subsidiary Guarantor, or in the case of a Subsidiary Guarantor
that is a limited partnership, any officer of the general partner of the
Subsidiary Guarantor, whose signature is on this Indenture or a Debt Security
no longer holds that office at the time the Trustee authenticates such Debt
Security or at any time thereafter, the Guarantee of such Debt Security shall
be valid nevertheless.  The delivery of
any Debt Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on behalf
of each of the Subsidiary Guarantors.


 


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


 


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


 


57

















 


Section 14.04.                       Release
of Subsidiary Guarantors from Guarantee.


 


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


 


(b)                                 The
Trustee shall deliver an appropriate instrument evidencing any release of a
Subsidiary Guarantor from its Guarantee upon receipt of a Partnership Request
accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect
that the Subsidiary Guarantor is entitled to such release in accordance with
the provisions of this Indenture.  Any
Subsidiary Guarantor not so released shall remain liable for the full amount of
principal of (and premium, if any, on) and interest on the Debt Securities
entitled to the benefits of such Guarantee as provided in this Indenture,
subject to the limitations of Section 14.03.


 


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


 


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


 


[Remainder of This Page Intentionally
Left Blank.]


 


58

















 


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


 


 


	
   

  	
  MAGELLAN MIDSTREAM PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MAGELLAN GP, LLC,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Chandler

  	
   

  
	
   

  	
   

  	
  John D. Chandler

  
	
   

  	
   

  	
  Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Hogan

  	
   

  
	
   

  	
   

  	
  George Hogan

  
	
   

  	
   

  	
  Vice President

  



 


Indenture
Signature Page


 

















 


ANNEX A


 


NOTATION OF GUARANTEE


 


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


 


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


 


	
   

  	
  [                            ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


A-1