Exhibit 4.1




 


 





[Form of Senior Indenture]


GLOBAL
PARTNERS LP


and


GLP
FINANCE CORP.


as
Issuers,


any
Subsidiary Guarantors party hereto,


and


[                            ],


as
Trustee


INDENTURE


Dated
as of
                                     


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

  	
  1

  
	
  Section 1.02

  	
  Other Definitions

  	
  6

  
	
  Section 1.03

  	
  Incorporation by Reference of Trust Indenture Act

  	
  7

  
	
  Section 1.04

  	
  Rules of Construction

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Forms Generally

  	
  7

  
	
  Section 2.02

  	
  Form of Trustee’s Certificate of Authentication

  	
  8

  
	
  Section 2.03

  	
  Principal Amount; Issuable in Series

  	
  8

  
	
  Section 2.04

  	
  Execution of Debt Securities

  	
  10

  
	
  Section 2.05

  	
  Authentication and Delivery of Debt Securities

  	
  11

  
	
  Section 2.06

  	
  Denomination of Debt Securities

  	
  12

  
	
  Section 2.07

  	
  Registration of Transfer and Exchange

  	
  12

  
	
  Section 2.08

  	
  Temporary Debt Securities

  	
  14

  
	
  Section 2.09

  	
  Mutilated, Destroyed, Lost or Stolen Debt Securities

  	
  14

  
	
  Section 2.10

  	
  Cancellation of Surrendered Debt Securities

  	
  15

  
	
  Section 2.11

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

  	
  15

  
	
  Section 2.12

  	
  Payment of Interest; Interest Rights Preserved

  	
  16

  
	
  Section 2.13

  	
  Securities Denominated in Dollars

  	
  16

  
	
  Section 2.14

  	
  Wire Transfers

  	
  16

  
	
  Section 2.15

  	
  Securities Issuable in the Form of a Global Security

  	
  16

  
	
  Section 2.16

  	
  Medium Term Securities

  	
  19

  
	
  Section 2.17

  	
  Defaulted Interest

  	
  19

  
	
  Section 2.18

  	
  CUSIP Numbers

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  REDEMPTION OF
  DEBT SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Applicability of Article

  	
  21

  
	
  Section 3.02

  	
  Notice of Redemption; Selection of Debt Securities

  	
  21

  
	
  Section 3.03

  	
  Payment of Debt Securities Called for Redemption

  	
  22

  
	
  Section 3.04

  	
  Mandatory and Optional Sinking Funds

  	
  23

  
	
  Section 3.05

  	
  Redemption of Debt Securities for Sinking Fund

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  PARTICULAR
  COVENANTS OF THE ISSUERS

  	
   

  
	
   

  	
   

  
	
  Section 4.01

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

  	
  25

  



 



 ii
 








 


	
  Section 4.02

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

  	
  25

  
	
  Section 4.03

  	
  Appointment to Fill a Vacancy in the Office of
  Trustee

  	
  25

  
	
  Section 4.04

  	
  Duties of Paying Agents, etc

  	
  26

  
	
  Section 4.05

  	
  SEC Reports; Financial Statements

  	
  27

  
	
  Section 4.06

  	
  Compliance Certificate

  	
  27

  
	
  Section 4.07

  	
  Further Instruments and Acts

  	
  27

  
	
  Section 4.08

  	
  Existence

  	
  27

  
	
  Section 4.09

  	
  Maintenance of Properties

  	
  28

  
	
  Section 4.10

  	
  Payment of Taxes and Other Claims

  	
  28

  
	
  Section 4.11

  	
  Waiver of Certain Covenants

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  HOLDERS’ LISTS
  AND REPORTS BY THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

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

  	
  28

  
	
  Section 5.02

  	
  Communications to Holders

  	
  29

  
	
  Section 5.03

  	
  Reports by Trustee

  	
  29

  
	
  Section 5.04

  	
  Record Dates for Action by Holders

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  REMEDIES OF THE
  TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Events of Default

  	
  30

  
	
  Section 6.02

  	
  Collection of Debt by Trustee, etc

  	
  32

  
	
  Section 6.03

  	
  Application of Moneys Collected by Trustee

  	
  33

  
	
  Section 6.04

  	
  Limitation on Suits by Holders

  	
  34

  
	
  Section 6.05

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

  	
  35

  
	
  Section 6.06

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

  	
  35

  
	
  Section 6.07

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

  	
  35

  
	
  Section 6.08

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

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  CONCERNING THE
  TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Certain Duties and Responsibilities

  	
  36

  
	
  Section 7.02

  	
  Certain Rights of Trustee

  	
  37

  
	
  Section 7.03

  	
  Trustee Not Liable for Recitals in Indenture or in
  Debt Securities

  	
  38

  
	
  Section 7.04

  	
  Trustee, Paying Agent or Registrar May Own Debt
  Securities

  	
  39

  
	
  Section 7.05

  	
  Moneys Received by Trustee to Be Held in Trust

  	
  39

  
	
  Section 7.06

  	
  Compensation and Reimbursement

  	
  39

  



 



 iii
 








 


	
  Section 7.07

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

  	
  39

  
	
  Section 7.08

  	
  Separate Trustee; Replacement of Trustee

  	
  40

  
	
  Section 7.09

  	
  Successor Trustee by Merger

  	
  41

  
	
  Section 7.10

  	
  Eligibility; Disqualification

  	
  41

  
	
  Section 7.11

  	
  Preferential Collection of Claims Against Issuers

  	
  41

  
	
  Section 7.12

  	
  Compliance with Tax Laws

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
  CONCERNING THE
  HOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 8.01

  	
  Evidence of Action by Holders

  	
  42

  
	
  Section 8.02

  	
  Proof of Execution of Instruments and of Holding of
  Debt Securities

  	
  42

  
	
  Section 8.03

  	
  Who May Be Deemed Owner of Debt Securities

  	
  42

  
	
  Section 8.04

  	
  Instruments Executed by Holders Bind Future Holders

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

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

  	
  43

  
	
  Section 9.02

  	
  Modification of Indenture with Consent of Holders of
  Debt Securities

  	
  45

  
	
  Section 9.03

  	
  Effect of Supplemental Indentures

  	
  46

  
	
  Section 9.04

  	
  Debt Securities May Bear Notation of Changes by Supplemental
  Indentures

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  CONSOLIDATION,
  MERGER, SALE OR CONVEYANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Consolidations and Mergers of the Issuers

  	
  47

  
	
  Section 10.02

  	
  Rights and Duties of Successor Company

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  SATISFACTION AND
  DISCHARGE OF INDENTURE;

  	
   

  
	
  DEFEASANCE;
  UNCLAIMED MONEYS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Applicability of Article

  	
  48

  
	
  Section 11.02

  	
  Satisfaction and Discharge of Indenture; Defeasance

  	
  48

  
	
  Section 11.03

  	
  Conditions of Defeasance

  	
  49

  
	
  Section 11.04

  	
  Application of Trust Money

  	
  50

  
	
  Section 11.05

  	
  Repayment to Issuers

  	
  50

  
	
  Section 11.06

  	
  Indemnity for U.S

  	
  50

  
	
  Section 11.07

  	
  Reinstatement

  	
  50

  



 



 iv
 








 


	
  ARTICLE XII

  	
   

  
	
  [RESERVED]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Successors and Assigns of Issuers Bound by Indenture

  	
  51

  
	
  Section 13.02

  	
  Acts of Board, Committee or Officer of Successor
  Company Valid

  	
  51

  
	
  Section 13.03

  	
  Required Notices or Demands

  	
  51

  
	
  Section 13.04

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

  	
  52

  
	
  Section 13.05

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

  	
  52

  
	
  Section 13.06

  	
  Payments Due on Legal Holidays

  	
  53

  
	
  Section 13.07

  	
  Provisions Required by TIA to Control

  	
  53

  
	
  Section 13.08

  	
  Computation of Interest on Debt Securities

  	
  53

  
	
  Section 13.09

  	
  Rules by Trustee, Paying Agent and Registrar

  	
  53

  
	
  Section 13.10

  	
  No Recourse Against Others

  	
  53

  
	
  Section 13.11

  	
  Severability

  	
  53

  
	
  Section 13.12

  	
  Effect of Headings

  	
  53

  
	
  Section 13.13

  	
  Indenture May Be Executed in Counterparts

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  
	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Unconditional Guarantee

  	
  54

  
	
  Section 14.02

  	
  Execution and Delivery of Guarantee

  	
  56

  
	
  Section 14.03

  	
  Limitation on Subsidiary Guarantors’ Liability

  	
  56

  
	
  Section 14.04

  	
  Release of Subsidiary Guarantors from Guarantee

  	
  56

  
	
  Section 14.05

  	
  Subsidiary Guarantor Contribution

  	
  57

  



 



 v














THIS INDENTURE dated as of                  is
among Global Partners LP, a Delaware limited partnership (the “Partnership”),
GLP Finance Corp., a Delaware corporation (“Finance Corp” and together with the
Partnership, the “Issuers”), any Subsidiary Guarantors (as defined herein)
party hereto, and [                    ],
a                     , as trustee (the “Trustee”).


RECITALS OF THE ISSUERS AND ANY SUBSIDIARY GUARANTORS


WHEREAS, the Issuers and any Subsidiary Guarantors
have duly authorized the execution and delivery of this Indenture to provide
for the issuance from time to time of the Issuers’ 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”), which Debt
Securities may be guaranteed by each of the Subsidiary Guarantors, as in this
Indenture provided.


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH


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


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01           Definitions.  “Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.  The Trustee may request and may conclusively
rely upon an Officers’ Certificate to determine whether any Person is an
Affiliate of any specified Person.


“Agent” means any Registrar or paying agent.


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


“Board of Directors” means (a) with respect to a
corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board or any directors and/or officers
to whom such board or such committee shall have duly delegated its authority to
act hereunder, (b) with respect to a partnership, the board of directors or
board of managers of the general partner of the partnership or any authorized
committee of such board or any directors, managers and/or officers of the
general partner of the partnership to whom such











board or such committee shall have duly delegated its
authority to act hereunder, (c) with respect to a limited liability company,
the board of directors or board of managers of the limited liability company or
any authorized committee of such board or any directors, managers and/or
officers of the limited liability company to whom such board or such committee
shall have duly delegated its authority to act hereunder or the managing member
or members or any controlling committee of managing members thereof and (d)
with respect to any other Person, the board or committee of such Person serving
a similar function.  All references in
this Indenture to “Boards of Directors” shall mean the board of directors (or
other comparable governing body) of each of the General Partner and Finance
Corp unless otherwise expressly indicated or the context otherwise requires.


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


“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
Issuers 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 Global 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
Issuers 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.


“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.


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


“Issuer Order” means a written order
signed in the name of the Issuers by the Chairman of the Board, the President
or a Vice President of each of the General Partner and Finance Corp, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of each of the General Partner and Finance
Corp, and delivered to the Trustee, or if the Partnership shall change its form
of entity to other than a



 3
 








limited partnership, by Persons or officers, members, agents and others
holding positions comparable to those of the foregoing nature, as applicable.


“Legal Holiday” means a Saturday, a Sunday or a day on
which banking institutions in 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.


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


“Officers’ Certificates” means certificates signed by
two Officers of each of (a) the General Partner and (b) Finance Corp; provided
however, one of each such Officers is the chief executive officer, chief
financial officer or chief accounting officer or any Person serving in a
substantially similar position.


“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 Issuers or the
Trustee.


“Original Issue Discount Debt Security” means any Debt
Security which 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 Issuers) in trust or set aside and segregated in trust by
the Issuers (if one of the Issuers shall act as 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



 4
 








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 Issuers;


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 Issuers or any other
obligor upon the Debt Securities or any Affiliate of an Issuer or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Debt
Securities which a Trust Officer actually knows to be so owned shall be so
disregarded.  Debt Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Debt Securities and that the pledgee is not an
Issuer or any other obligor upon the Debt Securities or an Affiliate of an
Issuer 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.


“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:



 5
 








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


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


“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 [                    ] 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.


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 Company”

  	
   

  	
  10.01

  	
   

  



 



 6
 








 


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 resolutions of the Board of Directors of each of the Issuers 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
Issuers 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 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.



 7
 








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.


	
  

  	
  [                                                                                 ],

  
	
   

  	
  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 of each of the General Partner and Finance
Corp and set forth in Officers’ Certificates, or established in one or more
Indentures supplemental hereto, prior to the issuance of Debt Securities of any
series any or all of the following:


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


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


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


(d)           the rate or rates
(which may be fixed or variable) at which the Debt Securities of the series
shall bear interest, if any, or the method of determining such rate or rates,
the date or dates from which such interest shall accrue, the interest payment
dates on which such interest shall be payable, or the method by which such date
will be determined, the record dates for the determination of Holders thereof
to whom such interest is payable; 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”);



 8
 








(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 Issuers or otherwise;


(g)           whether Debt Securities
of the series are (i) to be co-issued by
Finance Corp or (ii) entitled
to the benefits of any Guarantee of any Subsidiary Guarantors pursuant to this
Indenture;


(h)           the obligation, if any,
of the Issuers 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 Issuers or any other obligor and the terms and conditions
upon which such conversion or exchange shall be effected, including the initial
conversion or exchange price or rate, the conversion or exchange period and any
other provision in addition to or in lieu of those described herein;


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


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


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


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


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


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



 9
 








(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 Issuers
and Successor Company (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 of each of the General Partner and Finance
Corp and as set forth in such Officers’ Certificates or in any such Indenture
supplemental hereto.


Section 2.04           Execution of Debt Securities.  The Debt Securities shall be signed on behalf
of the Issuers by the Chairman of the Board, the President or a Vice President
of the General Partner or Finance Corp and, if the seal of each of the General
Partner and Finance Corp 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
or Finance Corp, if any, may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.


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


In case any Officer of either of the General Partner
or Finance Corp who shall have signed any of the Debt Securities shall cease to
be such officer before the Debt Securities so



 10
 








signed shall have been authenticated and delivered by
the Trustee, or disposed of by the Issuers, 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; and any Debt
Security may be signed on behalf of an Issuer by such Persons as, at the actual
date of the execution of such Debt Security, shall be the proper Officers of
the General Partner or Finance Corp, as the case may be, 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 Issuers may deliver to the
Trustee for authentication Debt Securities of any series executed by the
Issuers, and the Trustee shall thereupon authenticate and deliver said Debt
Securities to or upon an Issuer 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 of each of the General Partner and Finance Corp,
certified by the Secretary or Assistant Secretary of each of the General
Partner and Finance Corp, respectively, authorizing the terms of issuance of
any series of Debt Securities;


(b)           an executed supplemental Indenture, if any;


(c)           Officers’ Certificates; 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 of each of the General Partner and Finance Corp 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 of each of the General Partner and Finance Corp 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
Issuers in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the
Issuers, enforceable in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability;



 11
 








(iv)          that the Issuers have
the partnership or corporate power, as the case may be, to issue such Debt
Securities and have duly taken all necessary partnership or corporate action,
as the case may be, with respect to such issuance;


(v)           that the issuance of
such Debt Securities will not contravene the organizational documents of the
Issuers 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 Issuers are 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 Issuers 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.


Section 2.07           Registration of Transfer and Exchange.


(a)           The Issuers 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 they may prescribe, the Issuers shall provide
for the registration of all Debt Securities and the transfer of Debt Securities
as in this Article II



 12
 








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 Issuers in accordance with the provisions of
Section 4.02, the Issuers 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 Issuers
by resolution of the Board of Directors of each of the General Partner and
Finance Corp, 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 Issuers as provided in Section 4.02, and the Issuers 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
Issuers, the Trustee or the Registrar) be duly endorsed or be accompanied by a
written instrument or instruments of transfer, in form satisfactory to the
Issuers, 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 Issuers,
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 Issuers 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 Issuers’ own expense or without expense or without charge to the
Holders.


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


Prior to the due presentation for registration of
transfer of any Debt Security, the Issuers, 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



 13
 








whatsoever, whether or not such Debt Security is
overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any
paying agent or any Registrar shall be affected by notice to the contrary.


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


Section 2.08           Temporary Debt Securities.  Pending the preparation of definitive Debt
Securities of any series, the Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Debt
Securities of the same series of authorized denominations and of like tenor.  Until so exchanged, temporary Debt Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.


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


Section 2.09           Mutilated, Destroyed, Lost or Stolen Debt Securities.  If (a) any mutilated Debt Security is
surrendered to the Trustee at its corporate trust office or (b) the Issuers and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Debt Security, and there is delivered to the Issuers 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 Issuers



 14
 








nor the Trustee receives notice that such Debt Security has been
acquired by a bona fide purchaser, then the Issuers shall execute and, upon an
Issuer 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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers, 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
Issuers 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 Issuers,
unless otherwise directed.  On request of
the Issuers, the Trustee shall deliver to the Issuers canceled Debt Securities
held by the Trustee.  If the Issuers shall
acquire any of the Debt Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the Debt represented thereby unless and
until the same are delivered or surrendered to the Trustee for cancellation.  The Issuers may not issue new Debt Securities
to replace Debt Securities they have 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, 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



 15
 








its covenants, conditions and provisions being for the sole benefit of
the parties hereto, the Holders and any Registrar and paying agents.


Section 2.12           Payment of Interest; Interest Rights Preserved.


(a)           Interest on any Debt Security that is
payable and is punctually paid or duly provided for on any interest payment
date shall be paid to the Person in whose name such Debt Security is registered
at the close of business on the regular record date for such interest
notwithstanding the cancellation of such Debt Security upon any transfer or
exchange subsequent to the regular record date. 
Payment of interest on Debt Securities shall be made at the corporate
trust office of the Trustee (except as otherwise specified pursuant to Section
2.03), or at the option of the Issuers, 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 Issuers may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if
any, or interest on, the Debt Securities (whether pursuant to optional or
mandatory redemption payments, interest payments or otherwise) by wire transfer
in immediately available funds to an account designated by the Trustee before
11:00 a.m., New York City time, on the date such moneys are to be paid to the
Holders of the Debt Securities in accordance with the terms hereof.


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


(a)           If the Issuers shall establish pursuant to
Sections 2.01 and 2.03 that the Debt Securities of a particular series are to
be issued in whole or in part in the form of one or more Global Securities,
then the Issuers 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 Issuers shall specify in Officers’ Certificates, 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



 16
 








CORPORATION (“DTC”), NEW
YORK, NEW YORK, TO THE ISSUERS OR THEIR 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 Issuers, or to a nominee
of such successor Depositary.


(c)           (i) 
If at any time the Depositary for a Global Security or Securities
notifies the Issuers 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
Issuers shall appoint a successor Depositary with respect to such Global
Security or Securities.  If a successor
Depositary for such Global Security or Securities is not appointed by the Issuers
within 90 days after the Issuers receive such notice or become aware of such
ineligibility, the Issuers shall execute, and the Trustee or its agent, upon
receipt of an Issuer 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.



 17
 








(ii)           If an Event of Default
occurs and the Depositary for a Global Security or Securities notifies the
Trustee of its decision to require that the Debt Securities of any series or
portion thereof issued or issuable in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities, the
Issuers shall appoint a successor Depositary with respect to such Global
Security or Securities.  In such event
the Issuers will execute, and the Trustee, upon receipt of an Issuer Order for
the authentication and delivery of individual Debt Securities of such series in
exchange in whole or in part for such Global Security or Securities, will
authenticate and deliver individual Debt Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to
the principal amount of such series or portion thereof in exchange for such
Global Security or Securities.


(iii)          If specified by the
Issuers 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 Issuers, the Trustee and
such Depositary.  Thereupon the Issuers
shall execute, and the Trustee or its agent upon receipt of an Issuer Order for
the authentication and delivery of definitive Debt Securities of such series
shall authenticate and deliver, without service charge, to each Person
specified by such Depositary a new Debt Security or Securities of the same
series of like tenor and terms and of any authorized denomination as requested
by such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Security; and to such Depositary a
new Global Security of like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt
Securities delivered to Holders thereof.


(iv)          In any exchange provided
for in any of the preceding three paragraphs, the Issuers 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 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 Issuers, any 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 Issuers, any Subsidiary
Guarantors, the Trustee, any Registrar, the paying agent or any agent of the
Issuers, any Subsidiary Guarantors or the Trustee will have any



 18
 








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


Section 2.16           Medium Term Securities.  Notwithstanding any contrary provision
herein, if all Debt Securities of a series are not to be originally issued at
one time, it shall not be necessary for the Issuers to deliver to the Trustee
Officers’ Certificates, resolutions of the Board of Directors of each of the
General Partner and Finance Corp, supplemental Indenture, an 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 Issuers to the Trustee to authenticate Debt Securities of such
series upon original issuance shall constitute a representation and warranty by
the Issuers that, as of the date of such request, the statements made in the
Officers’ Certificates delivered pursuant to Section 2.05 or 13.05 shall be
true and correct as if made on such date and that the Opinion of Counsel
delivered at or prior to such time of authentication of an original issuance of
Debt Securities shall specifically state that it shall relate to all subsequent
issuances of Debt Securities of such series that are identical to the Debt
Securities issued in the first issuance of Debt Securities of such series.


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


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 



 19
 








record date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Issuers, at their election in each case, as
provided in clause (i) or (ii) below:


(i)            The Issuers 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
Issuers 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 Issuers 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 Issuers of such special record date and, in
the name and at the expense of the Issuers, 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 Issuers 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
Issuers 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 Numbers.  The Issuers in issuing the Debt Securities
may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
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 Issuers will promptly
notify the Trustee in writing of any change in the “CUSIP” numbers.



 20














ARTICLE
III

REDEMPTION OF DEBT SECURITIES


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


Section 3.02           Notice of Redemption; Selection of Debt Securities.  In case the Issuers 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 of each of the General Partner and Finance Corp or a supplemental
Indenture, the Issuers 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.  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
date fixed for redemption, (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 date fixed for redemption 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 Issuers default 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 date fixed for redemption 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 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 the notice of redemption shall
specify the certificate numbers of any Debt Securities of that series to be
redeemed that are not in global form.  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 date fixed for redemption, upon
surrender of such Debt Security, a new Debt Security or Debt Securities of that
series in principal amount equal to the unredeemed portion thereof, will be
issued.


At least five days before the giving of any notice of
redemption to the Holders, unless the Trustee consents to a shorter period, the
Issuers 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 Officers’
Certificates and an Opinion of Counsel to the effect that such redemption will
comply with the conditions herein, and such notice may be revoked at any time



 21
 








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 Issuers
and given in writing to the Trustee, which record date shall be not less than
three days after the date of notice to the Trustee.


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


If less than all the Debt Securities of like tenor and
terms of a series are to be redeemed (other than pursuant to mandatory sinking
fund redemptions), the Trustee shall select, on a pro rata basis, by lot or by
such other method as in its sole discretion it shall deem appropriate and fair,
the Debt Securities of that series or portions thereof (in multiples of $1,000)
to be redeemed.  In any case where more
than one Debt Security of such series is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Debt Security of such series.  The Trustee shall promptly notify the Issuers
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 Issuers.  Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.


Section 3.03           Payment of Debt Securities Called for Redemption.  If notice of redemption has been given as
provided in Section 3.02, the Debt Securities or portions of Debt Securities of
the series with respect to which such notice has been given shall become due
and payable on the date and at the Place or Places of Payment stated in such
notice at the applicable redemption price, together with any interest accrued
to the date fixed for redemption, and on and after said date (unless the Issuers
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 Issuers at the applicable redemption price, together with any interest
accrued thereon to the date fixed for redemption.


Any Debt Security that is to be redeemed only in part
shall be surrendered at the Place of Payment with, if the Issuers, the
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Issuers, the Registrar and
the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing, and the Issuers shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security



 22
 








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 Issuers 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 of each of the General Partner and Finance Corp 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 of
each of the General Partner and Finance Corp 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 Issuers may at their option (a) deliver to the Trustee Debt Securities of
that series theretofore purchased or otherwise acquired by the Issuers or (b)
receive credit for the principal amount of Debt Securities of that series which
have been redeemed either at the election of the Issuers 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,
resolutions 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, resolutions 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 Issuers will deliver
to the Trustee Officers’ Certificates specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, any
resolutions 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 Section 3.04 (which Debt Securities, if not previously redeemed, will
accompany such certificates) and whether the Issuers intend to exercise their
right to make any permitted optional sinking fund payment with respect to such
series.  Such certificates shall also
state that no Event of Default has occurred and is continuing with respect to
such series.  Such certificates shall be
irrevocable and upon its delivery the Issuers shall be obligated to make the
cash payment or payments therein referred to, if any, by 11 a.m., New York City
time, on the next succeeding sinking fund payment date.  Failure of the Issuers to deliver such
certificates (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



 23
 








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


The Trustee shall select the Debt Securities to be
redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 3.02 and the Issuers 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 moneys or mail any notice of redemption of such Debt
Securities by operation of the sinking fund for such series during the
continuance of a Default in payment of interest on such Debt Securities or of
any Event of Default (other than an Event of Default occurring as a consequence
of this paragraph) with respect to such Debt Securities, except that if the
notice of redemption of any such Debt Securities shall theretofore have been mailed
in accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.  Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such Default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund
shall, during the continuance of such Default or Event of Default, be held as
security for the payment of such Debt Securities; provided, however, that in
case such Default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date for such Debt Securities on which such moneys may be applied
pursuant to the provisions of this Section 3.05.



 24
 








ARTICLE
IV

PARTICULAR COVENANTS OF THE ISSUERS


Section 4.01           Payment of Principal of, and Premium, If Any, and
Interest on, Debt Securities. 
The Issuers, 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 any Debt
Securities not in global form may at the Issuers’ 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 Issuers shall pay interest on overdue principal or
premium, if any, at the rate specified therefor in the Debt Securities, and
they 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 Issuers 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 they
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 Issuers in respect of the
Debt Securities of such series and this Indenture may be served.  The Issuers 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 Issuers
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 Issuers hereby appoint the Trustee as agent to receive all
presentations, surrenders, notices and demands.


The Issuers 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 Issuers of their obligations described in the
preceding paragraph.  The Issuers will
give prompt written notice to the Trustee of any such additional designation or
rescission of designation and any change in the location of any such different
or additional office or agency.


Section 4.03           Appointment to Fill a Vacancy in the Office of
Trustee.  The Issuers,
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.



 25
 








Section 4.04           Duties of Paying Agents, etc.


(a)           The Issuers 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 Issuers 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 Issuers (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 an Issuer shall act as 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 Issuers will promptly notify
the Trustee of any failure by such Issuer 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 Issuers 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 such
Issuer 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 such Issuer or such paying agent.


(d)           Whenever the Issuers shall have one or more
paying agents with respect to any series of Debt Securities, they 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 Issuers will promptly notify
the Trustee of their action or failure so to act.


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



 26
 








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 30 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 30 days after it would have been required to file the
same with the SEC, financial statements, including any notes thereto (and with
respect to annual reports, an auditors’ report by a firm of established
national reputation), and a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” both comparable to that which the Partnership
would have been required to include in such annual reports, information,
documents or other reports if the Partnership had been subject to the
requirements of such Section 13 or 15(d). 
The Partnership shall also comply with the provisions of TIA Section
314(a).


(b)           The Issuers 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 Issuers and any Subsidiary Guarantor
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 Issuers,
Officers’ Certificates stating that a review of the activities of the Issuers
and their Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether each of
the Issuers and any 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 Issuers and any 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 Issuers or any Subsidiary
Guarantors are taking or propose to take with respect thereto) and that to the
best of his knowledge no event has occurred and remains in existence by reason
of which payments on account of the principal of, or premium, if any, or
interest, if any, on the Debt Securities are prohibited or, if such event has
occurred, a description of the event and what action the Issuers or any
Subsidiary Guarantors are taking or propose to take with respect thereto.


(b)           The Issuers 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,
Officers’ Certificates specifying such Default or Event of Default, the status
thereof and what action the Issuers are taking or propose to take with respect
thereto.


Section 4.07           Further Instruments and Acts.  The Issuers 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.



 27
 








Section 4.08           Existence. 
Except as permitted by Article X hereof, each of the Issuers 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
each such Issuer, provided that such Issuer shall not be required to preserve
any such right or franchise, if the Board of Directors of the General Partner
or Finance Corp, as the case may be, shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the respective
Issuer.


Section 4.09           Maintenance of Properties.  Each of the Issuers shall cause all
properties owned by such Issuer 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 such Issuer 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 such Issuer from discontinuing the operation or maintenance of
any of such properties if such discontinuance is, in the judgment of such
Issuer, 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 Issuers shall pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (a) all
taxes, assessments and governmental charges levied or imposed upon the Issuers
or any of their Subsidiaries or upon the income, profits or property of the
Issuers or any of their Subsidiaries, and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Issuers or any of their Subsidiaries; provided that the Issuers
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 Issuers 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 Issuers and the Subsidiary Guarantors and the duties of
the Trustee in respect of any such covenant shall remain in full force and
effect.


ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE


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



 28
 








(a)           not more than 15 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 Issuers 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
Issuers, the Trustee, the Registrar and anyone else shall have the protection
of Section 312(c) of the TIA.


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


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


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


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


A copy of each report at the time of its mailing to
Holders shall be filed with the Securities and Exchange Commission and each
stock exchange (if any) on which the Debt Securities of any series are
listed.  The Issuers agree 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 Issuers 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),



 29
 








the Issuers may, at their option, by resolution of the Board of
Directors of each of the General Partner and Finance Corp, fix in advance a
record date for the determination of Holders of Debt Securities entitled to
take such action, but the Issuers shall have no obligation to do so.  Any such record date shall be fixed at the
Issuers’ 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 any Issuer, or if any
series of Debt Securities Outstanding under this Indenture is entitled to the
benefits of the Guarantee, any of the Subsidiary Guarantors, duly to observe or
perform any other of the covenants or agreements on the part of the Issuers, or
if applicable, any of the Subsidiary Guarantors, in the Debt Securities of that
series, in any resolution of the Board of Directors of the General Partner or
Finance Corp, as the case may be, authorizing the issuance of that series of
Debt Securities, in this Indenture with respect to such series or in any
supplemental Indenture with respect to such series (other than a covenant a
default in the performance of which is elsewhere in this Section specifically
dealt with), continuing for a period of 60 days after the date on which written
notice specifying such failure and requiring such Issuer, or if applicable,
such Subsidiary Guarantor, to remedy the same shall have been given to the
Issuers, or if applicable, the Subsidiary Guarantors, by the Trustee or to the
Issuers, or if applicable, the Subsidiary Guarantors, and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time Outstanding; or


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



 30
 








(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
either Issuer, 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
either Issuer, 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
Issuers, or if applicable, any of the Subsidiary Guarantors, or


(iii)          orders the liquidation
of either Issuer, 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 with respect to an
Issuer and is continuing, unless the principal of, premium, if any, and accrued
and unpaid interest on all the Debt Securities of that series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Debt Securities of that series
then Outstanding hereunder, by notice in writing to the Issuers (and to the
Trustee if given by Holders), may declare the 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 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 with respect to an Issuer, then and in
each and every such



 31
 








case, unless the principal of and accrued and unpaid
interest on all the Debt Securities shall have become due and payable, the
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 thereof), premium, if any, and 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 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 Issuers 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 Issuers or any other
obligor upon the Debt Securities of such series wherever situated the moneys
adjudged or decreed to be payable).


In case there shall be pending proceedings for the
bankruptcy or for the reorganization of any of the Subsidiary Guarantors or the
Issuers 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 Issuers or any other obligor upon the Debt
Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of Debt Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal, premium, if any, and interest (or, if
the Debt Securities of 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 Issuers, or any other obligor upon



 32
 








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


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


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


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


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


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


THIRD: In case the principal of the Outstanding Debt
Securities in respect of which such moneys have been collected shall have
become due, by declaration or otherwise, to the payment of the whole amount
then owing and unpaid upon the Debt



 33
 








Securities of such series
for principal and premium, if any, and interest, with interest on the overdue
principal and premium, if any, and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest at the rate or
Yield to Maturity (in the case of Original Issue Discount Debt Securities)
borne by the Debt Securities of such series; and, in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the Debt
Securities of such series, then to the payment of such principal and 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 the
Subsidiary Guarantors or the Issuers, as applicable, their 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
Issuers shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.


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


Notwithstanding any other provision in this Indenture,
however, the right of any Holder of any Debt Security to receive payment of the
principal of, and premium, if any, and (subject to Section 2.12) interest on,
such Debt Security, on or after the respective due dates expressed in



 34
 








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 of exercising any right,
trust or power conferred on the Trustee, with respect to the Debt Securities of
such series; provided, however, that such direction shall not be otherwise than
in accordance with law and the provisions of this Indenture, and that subject
to the provisions of Section 7.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee being advised by counsel shall
determine that the action so directed may not lawfully be taken or is
inconsistent with any provision of this Indenture, or if the Trustee shall by a
responsible officer or officers determine that the action so directed would
involve it in personal liability or would be unduly prejudicial to Holders of
Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained 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 any series at the time
Outstanding may on behalf of the Holders of all the Debt Securities of that
series waive any past Default or Event of Default and its consequences for that
series, except a Default or Event of Default in the payment of the principal
of, and premium, if any, or interest on, any of the Debt Securities and a
Default or Event of Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected thereby.  In case of any such waiver, such Default
shall cease to exist, any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture, and the Subsidiary
Guarantors, the Issuers, the Trustee and the Holders of the Debt Securities of
that series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.


Section 6.07           Trustee to Give Notice of Events of Defaults Known to
It, but May Withhold Such Notice in Certain Circumstances.  The Trustee shall, within 90 days after the
occurrence of an Event of Default, or if later, within 30 days after the
Trustee obtains actual knowledge of the Event of Default, with respect to a
series of Debt Securities give to the Holders thereof, in the manner provided
in Section 13.03, notice of all Events of Default with respect to 



 35
 








such series known to the Trustee, unless such Events of Default shall
have been cured or waived before the giving of such notice; provided, that,
except in the case of an Event 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;


(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



 36
 








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;
but the Trustee shall examine the evidence furnished to it pursuant to Sections
4.05 and 4.06 to determine whether or not such evidence conforms to the
requirement of this Indenture;


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


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


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


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


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


(a)           the Trustee may rely and shall be protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note or other paper or document (whether in its
original or 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 Issuers mentioned herein shall be sufficiently evidenced by an Issuer Order
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors of the General Partner or



 37
 








Finance Corp, as the case may be, may be evidenced to the Trustee by a
copy thereof certified by the Secretary or an Assistant Secretary of the
General Partner or Finance Corp, respectively;


(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
Issuers or, if paid by the Trustee, shall be repaid by the Issuers upon demand;


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


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


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 Issuers, 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



 38
 








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 Issuers
are true and accurate.  The Trustee shall
not be accountable for the use or application by the Issuers of any of the Debt
Securities or of the proceeds thereof.


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


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


Section 7.06           Compensation and Reimbursement.  Each of the Issuers 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), and, except as otherwise expressly provided
herein, the Issuers will pay or reimburse in Dollars the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents, attorneys and counsel and of all Persons not regularly in its
employ), including without limitation, Section 6.02, except any such expense,
disbursement or advances as may arise from its negligence, willful misconduct
or bad faith.  Each of the Issuers also
covenants to indemnify in Dollars the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence, willful
misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance
of any of its powers or duties hereunder. 
The obligations of the Issuers 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 Issuers 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.



 39
 








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


Section 7.08           Separate Trustee; Replacement of Trustee.  The Issuers 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
Issuers.  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
Issuers 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 Issuers 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 Issuers 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 Issuers.  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.



 40














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


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


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


Section 7.10           Eligibility; Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a) of the TIA. 
The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent 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 Issuers
are outstanding if the requirements for such exclusion set forth in Section
310(b)(1) of the TIA are met.



 41
 








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


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


ARTICLE VIII

CONCERNING THE HOLDERS


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


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


Section 8.03           Who May Be Deemed Owner of Debt Securities.  Prior to due presentment for registration of
transfer of any Debt Security, the Issuers, 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 Issuers
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 none of the Issuers, the Subsidiary
Guarantors or the Trustee nor any paying agent nor any Registrar shall be
affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.



 42
 








None of the Issuers, the Subsidiary Guarantors, 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.


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 Issuers, the Subsidiary Guarantors, the Trustee
and the Holders of all the Debt Securities of such series.


The Issuers 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
Issuers and any Subsidiary Guarantors, when authorized by resolutions of the
Boards 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 an Issuer,
or successive successions, and the assumption by the Successor Company (as
defined in Section 10.01)



 43
 








of the covenants, agreements and obligations of such Issuer in this
Indenture and in the Debt Securities;


(b)           to
surrender any right or power herein conferred upon the Issuers or the Subsidiary
Guarantors, to add to the covenants of the Issuers or the Subsidiary Guarantors
such further covenants, restrictions, conditions or provisions for the
protection of the Holders of all or any series of Debt Securities (and if such
covenants are to be for the benefit of less than all series of Debt Securities,
stating that such covenants are expressly being included solely for the benefit
of such series) as the Boardsof 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; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee, or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the
interests of any Holders of Debt Securities of any 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)           to
change or eliminate any restrictions on the payment of principal of, or
premium, if any, on, Debt Securities; provided, that any such action shall not
adversely affect the interests of the Holders of Debt Securities of any series
in any material respect or to permit or facilitate the issuance of Debt
Securities of any series in uncertificated form;


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


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


(h)           to
make any change that does not adversely affect the rights hereunder 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



 44
 








Security of any series created prior to the execution of such
supplemental Indenture and entitled to the benefit of such provision nor modify
the rights of the Holder of any such Debt Security with respect to such
provision or shall become effective only when there is no such Debt Security
Outstanding;


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


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


The Trustee is hereby authorized to join with the
Issuers 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 Issuers, 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 Issuers and the Subsidiary Guarantors, when
authorized by resolutions of the Boards 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: reduce the percentage in principal amount of Debt
Securities of any series whose Holders must consent to an amendment; reduce the
rate of or extend the time for payment of interest on any Debt Security; reduce
the principal of or extend the Stated Maturity of any Debt Security; reduce any
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; make any Debt Security payable in currency other than the Dollar; 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; release any security that may have been granted in
respect of the Debt Securities, other than in accordance with this Indenture;
make



 45
 








any change in Section 6.06 or this Section 9.02; or,
except as provided in Section 11.02(b) or Section 14.04, release the Subsidiary
Guarantors other than as provided in this Indenture or modify the Guarantee in
any manner adverse to the Holders.


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


Upon the request of the Issuers and the Subsidiary
Guarantors, accompanied by a copy of resolutions of the Boards 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 Issuers in the execution of such supplemental
Indenture unless such supplemental Indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental Indenture.


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


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


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 Issuers, the Subsidiary Guarantors and
the Holders shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental Indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


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


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



 46
 








contained in any such supplemental Indenture may be
prepared and executed by the Issuers, 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 Issuers.  Neither of the Issuers shall 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 (a) in accordance with the provisions of its partnership agreement, and
(b) unless: (i) either (A) such Issuer shall be the surviving Person in the
case of a merger or (B) the resulting, surviving or transferee Person if other
than such Issuer (the “Successor Company”), 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
Company shall expressly assume, by an Indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of such Issuer under this Indenture and the Debt Securities
according to their tenor; (ii) immediately after giving effect to such
transaction or series of transactions (and treating any Debt which becomes an
obligation of the Successor Company or any Subsidiary of such Issuer as a
result of such transaction as having been incurred by the Successor Company or
such Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default would occur or be continuing; (iii) if such Issuer
is not the continuing Person, then each Subsidiary Guarantor, unless it has
become the Successor Company, shall confirm that its Guarantee shall continue
to apply to the obligations under the Debt Securities and this Indenture; and
(iv) such Issuer 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 Company.  In case of any consolidation, amalgamation or
merger where an Issuer is not the continuing Person, or disposition of all or
substantially all of the assets of an Issuer in accordance with Section 10.01,
the Successor Company shall succeed to and be substituted for such Issuer 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
such Issuer’s assets.  The Successor
Company thereupon may cause to be signed, and may issue either in its own name
or in the name of such Issuer, any or all the Debt Securities issuable
hereunder which theretofore shall not have been signed by or on behalf of such
Issuer and delivered to the Trustee; and, upon the order of the Successor
Company, instead of such Issuer, 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 or on behalf of such Issuer to the Trustee for authentication, and
any Debt Securities which the Successor Company thereafter shall cause to be signed
and delivered to the Trustee for that purpose. 
All the Debt Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt Securities theretofore
or thereafter issued in accordance



 47
 








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 disposition such changes in phraseology and form (but not in
substance) may be made in the Debt Securities thereafter to be issued as may be
appropriate.


ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE; UNCLAIMED MONEYS


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


Section 11.02         Satisfaction and Discharge of Indenture; Defeasance.


(a)           If
at any time the Issuers 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 Issuers as provided in Section
11.05) or all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Issuers shall deposit with the
Trustee as trust funds the entire amount in cash sufficient to pay at final
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 maturity or Redemption
Date, as the case may be, and if in either case the Issuers shall also pay or
cause to be paid all other sums payable hereunder by the Issuers, then this
Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for) with respect to the Debt Securities of such series, and
the Trustee, on demand of the Issuers accompanied by Officers’ Certificates and
an Opinion of Counsel and at the cost and expense of the Issuers, 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(b), 11.03 and 11.07, the Issuers at any time may terminate,
with respect to Debt Securities of a particular series, all their 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
(i) Sections 4.09 and 4.10, (ii) any covenant made applicable to such Debt
Securities pursuant to Section 2.03, (iii) Sections 6.01(d), (g) and (h) and
(iv) as they relate to the Subsidiary Guarantors only, Sections 6.01(e) and (f)
(“covenant defeasance option”).  If the
Issuers exercise either their legal defeasance option or their covenant
defeasance option with respect to Debt Securities of a particular series that
are entitled to the benefit of the Guarantee, the Guarantee will terminate with
respect to that series of Debt 



 48
 








Securities.  The Issuers may
exercise their legal defeasance option notwithstanding their prior exercise of
their covenant defeasance option.


If the Issuers exercise their legal defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default.  If the
Issuers exercise their 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).


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


(c)           Notwithstanding
clauses (a) and (b) above, the Issuers’ obligations in Sections 2.07, 2.09,
4.02, 4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05,
11.06 and 11.07 shall survive until the Debt Securities of the defeased series
have been paid in full.  Thereafter, the
Issuers’ obligations in Sections 7.06, 11.05 and 11.06 shall survive.


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


(a)           the
Issuers irrevocably deposit in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest
on, the Debt Securities of such series to final maturity or redemption, as the
case may be;


(b)           the
Issuers deliver 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 final 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 Issuers occurs which is
continuing at the end of the period;


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


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


(f)            the
Issuers deliver 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;



 49
 








(g)           in
the event of the legal defeasance option, the Issuers shall have delivered to
the Trustee an Opinion of Counsel stating that the Issuers have 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 Issuers 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 Issuers deliver to the Trustee
Officers’ Certificates 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 Issuers 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 Issuers. 
The Trustee and any paying agent shall promptly turn over to the Issuers
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 Issuers 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 Issuers for payment as general creditors.


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


Section 11.07         Reinstatement.  If the
Trustee or any paying agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article XI by reason of any legal
proceeding or by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers’ obligations under



 50
 








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 Issuers Bound by Indenture.  All the covenants, stipulations, promises and
agreements in this Indenture contained by or in behalf of the Issuers, 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 Company Valid.  Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board,
committee or Officer of an Issuer shall and may be done and performed with like
force and effect by the like board, committee or officer of any Successor
Company.


Section 13.03         Required Notices or Demands. 
Any notice or communication by the Issuers, the Subsidiary Guarantors or
the Trustee to the others is duly given if in writing 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 Issuers or any Subsidiary Guarantor:


Global Partners LP

P.O. Box 9161

800 South St.

Waltham, Massachusetts  02454-9161 

Attention: Chief Financial Officer 

Telecopy No. [                                      ]


If to the Trustee:


[                                                                                                

                                                                                                

                                                                                                ]


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


All notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail,



 51
 








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


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


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


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


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


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


Section 13.05         Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Issuers.  Upon any application or demand by the Issuers
to the Trustee to take any action under any of the provisions of this
Indenture, the Issuers shall furnish to the Trustee Officers’ Certificates
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



 52
 








or condition, (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based, (c) a statement
that, in the opinion of such Person, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with and (d) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has
been complied with.


Section 13.06         Payments Due on Legal Holidays.  In any case where the date of maturity of
interest on or principal of and premium, if any, on the Debt Securities of a
series or the date fixed for redemption or repayment of any Debt Security or
the making of any sinking fund payment shall not be a Business Day at any Place
of Payment for the Debt Securities of such series, then payment of interest or
principal and premium, if any, or the making of such sinking fund payment need
not be made on such date at such Place of Payment, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the date of maturity or the date fixed for redemption, 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 and capital stockholders, as such, shall have no liability for
any obligations of the Subsidiary Guarantors or the Issuers under the Debt
Securities, this Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  By accepting a Debt Security, each Holder
shall be deemed to have waived and released all such liability.  The waiver and release shall be part of the
consideration for the issue of the Debt Securities.


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


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



 53
 








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


ARTICLE XIV

GUARANTEE


Section 14.01         Unconditional Guarantee.


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


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


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



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compromise, settlement, release, waiver, renewal, extension, indulgence
or modification of, or any change in, any of the obligations and liabilities of
the Issuers or any of the Subsidiary Guarantors contained in the Debt
Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of an Issuer, any of the Subsidiary Guarantors or
any of their estates in bankruptcy, or any remedy for the enforcement thereof,
resulting from the operation of any present or future provision of any
applicable Bankruptcy Law, as amended, or other statute or from the decision of
any court, (iii) the assertion or exercise by the Issuers, any of the
Subsidiary Guarantors or the Trustee of any rights or remedies under the Debt
Securities or this Indenture or their delay in or failure to assert or exercise
any such rights or remedies, (iv) the assignment or the purported assignment of
any property as security for the Debt Securities, including all or any part of
the rights of the Issuers or any of the Subsidiary Guarantors under this
Indenture, (v) the extension of the time for payment by the Issuers or any of
the Subsidiary Guarantors of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Debt Securities
or this Indenture or of the time for performance by the Issuers or any of the
Subsidiary Guarantors of any other obligations under or arising out of any such
terms and provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of the Issuers or any of the Subsidiary Guarantors set
forth in this Indenture, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Issuers or any of the Subsidiary Guarantors or any of their
respective assets, or the disaffirmance of the Debt Securities, the Guarantee
or this Indenture in any such proceeding, (viii) the release or discharge of
the Issuers or any of the Subsidiary Guarantors from the performance or
observance of any agreement, covenant, term or condition contained in any of
such instruments by operation of law, (ix) the unenforceability of the Debt
Securities, the Guarantee or this Indenture or (x) 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 (i) waives diligence, presentment, demand
of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Issuers or any of the Subsidiary Guarantors,
and all demands whatsoever, (ii) acknowledges that any agreement, instrument or
document evidencing the Guarantee may be transferred and that the benefit of
its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the Guarantee without notice to it and (iii)
covenants that the Guarantee will not be discharged except by complete
performance of the Guarantee.  Each of
the Subsidiary Guarantors further agrees that if at any time all or any part of
any payment theretofore applied by any Person to the Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including without limitation, the
insolvency, bankruptcy or reorganization of the Issuers or any of the
Subsidiary Guarantors, the Guarantee shall, to the extent that such payment is
or must be rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and the Guarantee shall continue to be
effective or be reinstated, as the case may be, as though such application had
not been made.


(f)            Each
of the Subsidiary Guarantors shall be subrogated to all rights of the Holders
and the Trustee against the Issuers in respect of any amounts paid by such
Subsidiary Guarantor



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pursuant to the provisions of this Indenture, provided, however, that
such Subsidiary Guarantor, shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until all of
the Debt Securities and the Guarantee shall have been paid in full or
discharged.


Section 14.02         Execution and Delivery of Guarantee.  To further evidence the Guarantee set forth
in Section 14.01, each of the Subsidiary Guarantors hereby agrees that a
notation relating to such Guarantee, substantially in the form attached hereto
as Annex A, shall be endorsed on each Debt Security entitled to the benefits of
the Guarantee authenticated and delivered by the Trustee and executed by either
manual or facsimile signature of an officer of such Subsidiary Guarantor, or in
the case of a Subsidiary Guarantor that is a limited partnership, an officer of
the general partner of each Subsidiary Guarantor.  Each of the Subsidiary Guarantors hereby
agrees that the Guarantee set forth in Section 14.01 shall remain in full force
and effect notwithstanding any failure to endorse on each Debt Security a
notation relating to the Guarantee.  If
any officer of any Subsidiary Guarantor, or in the case of 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 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
the Guarantee hereby confirm that it is the intention of all such parties that
the guarantee by such Subsidiary Guarantor pursuant to the Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any Federal or
state law.  To effectuate the foregoing
intention, the Holders of a Debt Security entitled to the benefits of the
Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of each Subsidiary Guarantor under the 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 the Guarantee, not
result in the obligations of such Subsidiary Guarantor under the Guarantee
constituting a fraudulent conveyance or fraudulent transfer under Federal or
state law.


Section 14.04         Release of Subsidiary
Guarantors from Guarantee.


(a)           Notwithstanding
any other provisions of this Indenture, the Guarantee of any Subsidiary
Guarantor may be released upon the terms and subject to the conditions set
forth in Section 11.02(b) and in this Section 14.04.  Provided that no Default shall have occurred
and shall be continuing under this Indenture, the Guarantee incurred by a
Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally
released and discharged (i) automatically upon (A) any sale, exchange or
transfer, whether by way of merger or otherwise, to any Person



 56
 








that is not an Affiliate of an Issuer, of all of such
Issuer’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 an Issuer or any other Subsidiary Guarantor or the liquidation and
dissolution of such Subsidiary Guarantor (in each case to the extent not
prohibited by this Indenture) or (ii) following delivery of a written notice of
such release or discharge by the Issuers to the Trustee, upon the release or
discharge of all guarantees by such Subsidiary Guarantor of any Debt of the
Issuers other than obligations arising under this Indenture and any Debt
Securities issued hereunder, except a discharge or release by or as a result of
payment under such guarantees.


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


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


[Remainder of This Page Intentionally Left Blank.]



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


	
   

  	
  GLOBAL PARTNERS LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GLOBAL GP LLC,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL FINANCE CORP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [NAME OF SUBSIDIARY GUARANTOR(S)]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [

  	
   

  	
  ], as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
									



 



 58














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
Issuers.


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


	
   

  	
  [NAME
  OF SUBSIDIARY GUARANTOR(S)]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



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