Exhibit
      4.1

     

    [Form
      of Senior Indenture]

    


    EV
      ENERGY PARTNERS, L.P.

    


    EV
      ENERGY FINANCE CORP.

    \

    as
      Issuers,

    


    any
      Subsidiary Guarantors party hereto,

    


    and

    


    [__________________],

    


    as
      Trustee

    


    INDENTURE

    


    Dated
      as of ____________

    


    Debt
      Securities

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	
              Article
                I. DEFINITIONS AND INCORPORATION BY REFERENCE

            	 	
              1

            
	
              Section
                1.01

            	 	
              Definitions.

            	 	
              1

            
	
              Section
                1.02

            	 	
              Other
                Definitions.

            	 	
              7

            
	
              Section
                1.03

            	 	
              Incorporation
                by Reference of Trust Indenture Act.

            	 	
              7

            
	
              Section
                1.04

            	 	
              Rules
                of Construction.

            	 	
              7

            
	 	 	 	 	 
	
              Article
                II. DEBT SECURITIES

            	 	
              7

            
	
              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.

            	 	
              20

            
	
              Section
                2.18

            	 	
              CUSIP
                Numbers.

            	 	
              20

            
	 	 	 	 	 
	
              Article
                III. REDEMPTION OF DEBT SECURITIES

            	 	
              21

            
	
              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

            	 	
              25

            
	
              Section
                4.01

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

            	 	
              25

            
	
              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.

            	 	
              28

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                4.08

            	 	
              Existence.

            	 	
              28

            
	
              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

            	 	
              29

            
	
              Section
                5.01

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

            	 	
              29

            
	
              Section
                5.02

            	 	
              Communications
                to Holders.

            	 	
              29

            
	
              Section
                5.03

            	 	
              Reports
                by Trustee.

            	 	
              29

            
	
              Section
                5.04

            	 	
              Record
                Dates for Action by Holders.

            	 	
              30

            
	 	 	 	 	
               

            
	
              Article
                VI. REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF
                DEFAULT

            	 	
              30

            
	
              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.

            	 	
              34

            
	
              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.

            	 	
              36

            
	
              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

            	 	
              37

            
	
              Section
                7.01

            	 	
              Certain
                Duties and Responsibilities.

            	 	
              37

            
	
              Section
                7.02

            	 	
              Certain
                Rights of Trustee.

            	 	
              38

            
	
              Section
                7.03

            	 	
              Trustee
                Not Liable for Recitals in Indenture or in Debt
                Securities.

            	 	
              39

            
	
              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

            
	
              Section
                7.07

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

            	 	
              40

            
	
              Section
                7.08

            	 	
              Separate
                Trustee; Replacement of Trustee.

            	 	
              40

            
	
              Section
                7.09

            	 	
              Successor
                Trustee by Merger.

            	 	
              41

            
	
              Section
                7.10

            	 	
              Eligibility;
                Disqualification.

            	 	
              42

            
	
              Section
                7.11

            	 	
              Preferential
                Collection of Claims Against Issuers.

            	 	
              42

            
	
              Section
                7.12

            	 	
              Compliance
                with Tax Laws.

            	 	
              42

            
	 	 	 	 	
               

            
	
              Article
                VIII. CONCERNING THE HOLDERS

            	 	
              42

            
	
              Section
                8.01

            	 	
              Evidence
                of Action by Holders.

            	 	
              42

            
	
              Section
                8.02

            	 	
              Proof
                of Execution of Instruments and of Holding of Debt
                Securities.

            	 	
              43

            
	
              Section
                8.03

            	 	
              Who
                May Be Deemed Owner of Debt Securities.

            	 	
              43

            
	
              Section
                8.04

            	 	
              Instruments
                Executed by Holders Bind Future Holders.

            	 	
              43

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      	
              Article
                IX. SUPPLEMENTAL INDENTURES

            	 	
              44

            
	
              Section
                9.01

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

            	 	
              44

            
	
              Section
                9.02

            	 	
              Modification
                of Indenture with Consent of Holders of Debt Securities.

            	 	
              46

            
	
              Section
                9.03

            	 	
              Effect
                of Supplemental Indentures.

            	 	
              47

            
	
              Section
                9.04

            	 	
              Debt
                Securities May Bear Notation of Changes by Supplemental
                Indentures.

            	 	
              47

            
	 	 	 	 	
               

            
	
              Article
                X. CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            	 	
              47

            
	
              Section
                10.01

            	 	
              Consolidations
                and Mergers of the Issuers.

            	 	
              47

            
	
              Section
                10.02

            	 	
              Rights
                and Duties of Successor Company.

            	 	
              48

            
	 	 	 	 	
               

            
	
              Article
                XI. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED
                MONEYS

            	 	
              48

            
	
              Section
                11.01

            	 	
              Applicability
                of Article.

            	 	
              48

            
	
              Section
                11.02

            	 	
              Satisfaction
                and Discharge of Indenture; Defeasance.

            	 	
              48

            
	
              Section
                11.03

            	 	
              Conditions
                of Defeasance.

            	 	
              50

            
	
              Section
                11.04

            	 	
              Application
                of Trust Money.

            	 	
              51

            
	
              Section
                11.05

            	 	
              Repayment
                to Issuers.

            	 	
              51

            
	
              Section
                11.06

            	 	
              Indemnity
                for U.S. Government Obligations.

            	 	
              51

            
	
              Section
                11.07

            	 	
              Reinstatement.

            	 	
              51

            
	 	 	 	 	
               

            
	
              Article
                XII. [RESERVED]

            	 	
              51

            
	 	 	 	 	
               

            
	
              Article
                XIII. MISCELLANEOUS PROVISIONS

            	 	
              52

            
	
              Section
                13.01

            	 	
              Successors
                and Assigns of Issuers Bound by Indenture.

            	 	
              52

            
	
              Section
                13.02

            	 	
              Acts
                of Board, Committee or Officer of Successor Issuer Valid.

            	 	
              52

            
	
              Section
                13.03

            	 	
              Required
                Notices or Demands.

            	 	
              52

            
	
              Section
                13.04

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

            	 	
              53

            
	
              Section
                13.05

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

            	 	
              53

            
	
              Section
                13.06

            	 	
              Payments
                Due on Legal Holidays.

            	 	
              54

            
	
              Section
                13.07

            	 	
              Provisions
                Required by TIA to Control.

            	 	
              54

            
	
              Section
                13.08

            	 	
              Computation
                of Interest on Debt Securities.

            	 	
              54

            
	
              Section
                13.09

            	 	
              Rules
                by Trustee, Paying Agent and Registrar.

            	 	
              54

            
	
              Section
                13.10

            	 	
              No
                Recourse Against Others.

            	 	
              54

            
	
              Section
                13.11

            	 	
              Severability.

            	 	
              54

            
	
              Section
                13.12

            	 	
              Effect
                of Headings.

            	 	
              54

            
	
              Section
                13.13

            	 	
              Indenture
                May Be Executed in Counterparts.

            	 	
              54

            
	 	 	 	 	
               

            
	
              Article
                XIV. GUARANTEE

            	 	
              54

            
	
              Section
                14.01

            	 	
              Unconditional
                Guarantee.

            	 	
              54

            
	
              Section
                14.02

            	 	
              Execution
                and Delivery of Guarantee.

            	 	
              57

            
	
              Section
                14.03

            	 	
              Limitation
                on Subsidiary Guarantors’ Liability.

            	 	
              57

            
	
              Section
                14.04

            	 	
              Release
                of Subsidiary Guarantors from Guarantee.

            	 	
              57

            
	
              Section
                14.05

            	 	
              Subsidiary
                Guarantor Contribution.

            	 	
              58

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    THIS
      INDENTURE dated as of ___ is among EV Energy Partners, L.P., a Delaware limited
      partnership (the “Partnership”), EV Energy Finance Corp. (“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

    


    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.

     

    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 Guarantor 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, (i) with respect to Finance Corp., the board of directors of
      the corporation or any committee thereof duly authorized to act on behalf of
      such board, (ii) with respect to the Partnership, the Board of Directors of
      the
      General Partner or any authorized committee of the Board of Directors of the
      General Partner or any directors and/or officers of the General Partner to
      whom
      such Board of Directors or such committee shall have duly delegated its
      authority to act hereunder. If the Partnership shall change its form of entity
      to other than a limited partnership, the references to the Board of Directors
      of
      the General Partner shall mean the Board of Directors (or other comparable
      governing body) of the Partnership.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    “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 Section 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.

     

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

     

    “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 EV Management, LLC, a Delaware limited liability company, and its
      successors and permitted assigns as general partner of EV Energy GP, L.P.,
      a
      Delaware limited partnership, and its successors and permitted assigns as
      general partner of the Partnership or as the business entity with the ultimate
      authority to manage the business and operations 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 Partnership and Finance Corp.

     

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

     

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

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “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 any Person, the Chairman of the Board, the Chief
      Executive Officer, the President, the Chief Operating Officer, the Chief
      Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
      the
      Secretary or any Vice President of such Person (or, if such Person is a limited
      partnership, the general partner of such Person, except it shall be the General
      Partner in the case of the Partnership so long as it is a limited
      partnership).

     

    “Officers’
      Certificate” means a certificate signed on behalf of each Issuer by any two of
      its Officers, one of whom must be the principal executive officer, the principal
      financial officer or the principal accounting officer of such Issuer, that
      meets
      the requirements of Section 13.05 hereof.

     

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

     

    “Original
      Issue Discount Debt Security” means any Debt Security 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 an Issuer) in trust or set aside and segregated in trust by the
      Issuers (if an Issuer shall act as its own paying agent) for the Holders of
      such
      Debt Securities; provided, that, if such Debt Securities are to be redeemed,
      notice of such redemption has been duly given pursuant to this Indenture or
      provision therefor satisfactory to the Trustee has been made; and

     

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

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    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 either of the Issuers or any other obligor upon the Debt
      Securities or any Affiliate of the Partnership or of such other obligor shall
      be
      disregarded and deemed not to be Outstanding, except that, in determining
      whether the Trustee shall be protected in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Debt Securities which
      a Trust Officer actually knows to be so owned shall be so disregarded. Debt
      Securities so owned which have been pledged in good faith may be regarded as
      Outstanding if the pledgee establishes to the satisfaction of the Trustee the
      pledgee’s right so to act with respect to such Debt Securities and that the
      pledgee is not an Issuer or any other obligor upon the Debt Securities or an
      Affiliate of the Partnership or of such other obligor. In determining whether
      the Holders of the requisite principal amount of Outstanding Debt Securities
      have given any request, demand, authorization, direction, notice, consent or
      waiver hereunder, the principal amount of an Original Issue Discount Debt
      Security that shall be deemed to be Outstanding for such purposes shall be
      the
      amount of the principal thereof that would be due and payable as of the date
      of
      such determination upon a declaration of acceleration of the maturity thereof
      pursuant to Section 6.01.

    


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

     

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

     

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

     

    “SEC”
      means the Securities and Exchange Commission.

     

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

     

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

     

    “Subsidiary”
      of any Person means:

     

    
      	 	
              (1)

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

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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
      Guarantors” means any Subsidiary of the Partnership (except Finance Corp.) 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 Guarantors” 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”

            	 	
              Section
                2.07

            
	
              “Defaulted
                Interest”

            	 	
              Section
                2.17

            
	
              “Events
                of Default”

            	 	
              Section
                6.01

            
	
              “Funding
                Guarantor”

            	 	
              Section
                14.05

            
	
              “Guarantee”

            	 	
              Section
                14.01

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	
              “Place
                of Payment”

            	 	
              Section
                2.03

            
	
              “Registrar”

            	 	
              Section
                2.07

            
	
              “Successor
                Company”

            	 	
              Section
                10.01

            


    

    


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

     

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

     

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

     

    
      	 	
              (a)

            	
              a
                term has the meaning assigned to
                it;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              “or”
                is not exclusive;

            


    

     

    
      	 	
              (d)

            	
              words
                in the singular include the plural, and in the plural include the
                singular;

            


    

     

    
      	 	
              (e)

            	
              provisions
                apply to successive events and transactions;
                and

            


    

     

    
      	 	
              (f)

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

            


    

     

    ARTICLE
      II.


     

    DEBT
      SECURITIES

    


    Section
      2.01 Forms
      Generally.
      The
      Debt
      Securities of each series shall be in substantially the form established without
      the approval of any Holder by or pursuant to a resolution of the Board of
      Directors of each Issuer 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.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

    


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

    
      	 	 	 
	 	[_________________________],
	 	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 Issuer and set forth in an
      Officers’ Certificate, or established in one or more Indentures supplemental
      hereto, prior to the issuance of Debt Securities of any series any or all of
      the
      following:

     

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

     

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

     

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

     

    (d) the
      rate
      or rates (which may be fixed or variable) at which the Debt Securities of the
      series shall bear interest, if any, or the method of determining such rate
      or
      rates, the date or dates from which such interest shall accrue, the interest
      payment dates on which such interest shall be payable, or the method by which
      such date will be determined, the record dates for the determination of Holders
      thereof to whom such interest is payable; and the basis upon which interest
      will
      be calculated if other than that of a 360-day year of twelve thirty-day
      months;

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (g) whether
      Debt Securities of the series are 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 either 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;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (q) if
      the
      Debt Securities of the series shall be issued in whole or in part in the form
      of
      a Global Security or Securities, the terms and conditions, if any, upon which
      such Global Security or Securities may be exchanged in whole or in part for
      other individual Debt Securities in definitive registered form; 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 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 and as set forth in such Officers’
Certificate or in any such Indenture supplemental hereto.

     

    Section
      2.04 Execution
      of Debt Securities.
      The
      Debt
      Securities shall be signed on behalf of each of the Issuers by at least one
      of
      its Officers. 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.

     

    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
      on behalf of each of the Issuers by at least one of its Officers shall be
      conclusive evidence that the Debt Security so authenticated has been duly
      authenticated and delivered hereunder.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    In
      case
      any Officer of either Issuer who shall have signed any of the Debt Securities
      shall cease to be such Officer before the Debt Securities so signed shall have
      been authenticated and delivered by the Trustee, or disposed of by the 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 either Issuer
      by
      such Persons as, at the actual date of the execution of such Debt Security,
      shall be the proper Officers of such Issuer, 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 Issuer,
      certified by the Secretary or Assistant Secretary of each of the General Partner
      and Finance Corp., authorizing the terms of issuance of any series of Debt
      Securities;

     

    (b) an
      executed supplemental Indenture, if any;

     

    (c) an
      Officers’ Certificate; and

     

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

     

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

     

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

     

    (iii) that
      such
      Debt Securities, when authenticated and delivered by the Trustee and issued
      by
      the 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 power to issue such Debt Securities and has duly taken all
      necessary action 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 it may
      prescribe, the Issuers shall provide for the registration of all Debt Securities
      and the transfer of Debt Securities as in this Article II provided. At all
      reasonable times the Debt Security Register shall be open for inspection by
      the
      Trustee. Subject to Section 2.15, upon due presentment for registration of
      transfer of any Debt Security at any office or agency to be maintained by the
      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.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    Unless
      and until otherwise determined by the Issuers by resolutions of each Issuer’s
      Board of Directors, the Debt Security Register shall be kept at the principal
      corporate trust office of the Trustee and, for this purpose, the Trustee shall
      be designated “Registrar.”

     

    Debt
      Securities of any series (other than a Global Security, except as set forth
      below) may be exchanged for a like aggregate principal amount of Debt Securities
      of the same series of other authorized denominations. Subject to Section 2.15,
      Debt Securities to be exchanged shall be surrendered at the office or agency
      to
      be maintained by the 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 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.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    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 

     

    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
      nor the Trustee receives notice that such Debt Security has been acquired by
      a
      protected 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.

     

    
      
        
        

      

      
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    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 an Issuer 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 either of 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 it has
      redeemed, paid or delivered to the Trustee for cancellation.

     

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

     

    
      
        
        

      

      
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    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 Section 2.01 and Section 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
      an Officers’ Certificate, shall be registered in the name of the Depositary for
      such Global Security or Securities or its nominee, shall be delivered by the
      Trustee or its agent to the Depositary or pursuant to the Depositary’s
      instruction and shall bear a legend substantially to the following
      effect:

     

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

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    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 becomes 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.

     

    (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.

     

    
      
        
        

      

      
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    (iii) If
      specified by the Issuers pursuant to Section 2.01 and Section 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 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).

     

    
      
        
        

      

      
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    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 each of the Issuers
      to deliver to the Trustee an Officers’ Certificate, resolutions of each such
      Issuer’s Board of Directors, supplemental Indenture, Opinion of Counsel or
      written order or any other document otherwise required pursuant to Section
      2.01,
      Section 2.03, Section 2.05 or Section 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’ Certificate delivered
      pursuant to Section 2.05 or Section 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’ Certificate, supplemental
      Indenture or resolution of the Board of Directors relating to such written
      order, such terms and conditions of such Debt Securities as are specified in
      such Officers’ Certificate, supplemental Indenture or such
      resolution.

     

    
      
        
        

      

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

     

    
      
        
        

      

      
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    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 Issuer 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, 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 an Officers’
Certificate and an Opinion of Counsel from the Issuers to the effect that such
      redemption will comply with the conditions herein, and such notice may be
      revoked at any time prior to the giving of a notice of redemption to the Holders
      pursuant to this Section 3.02. If fewer than all the Debt Securities of a series
      are to be redeemed, the record date relating to such redemption shall be
      selected by the 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.

     

    
      
        
        

      

      
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    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 its own paying agent, segregate and hold in trust) an amount of
      money in Dollars (except as provided pursuant to Section 2.03) sufficient to
      pay
      the redemption price of such Debt Securities or any portions thereof that are
      to
      be redeemed on that date, together with any interest accrued to the Redemption
      Date.

     

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

     

    
      
        
        

      

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

     

    In
      lieu
      of making all or any part of any mandatory sinking fund payment with respect
      to
      any Debt Securities of a series in cash, the 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, resolution or supplemental Indenture; provided,
      that such Debt Securities have not been previously so credited. Such Debt
      Securities shall be received and credited for such purpose by the Trustee at
      the
      redemption price specified in such Debt Securities, resolution or supplemental
      Indenture for redemption through operation of the sinking fund and the amount
      of
      such mandatory sinking fund payment shall be reduced accordingly.

     

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

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
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    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 it shall pay interest on overdue
      installments of interest at the same rate to the extent lawful.

     

    Section
      4.02 Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment of
      Debt Securities.
      The
      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 it shall also maintain (in or outside such Place
      of
      Payment) an office or agency where Debt Securities of such series may be
      surrendered for transfer or exchange and where notices and demands to or upon
      the 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 their 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.

     

    
      
        
        

      

      
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    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
      either
      of the Issuers shall act as its own paying agent, it will, on or before each
      due
      date of the principal of, and premium, if any, or interest on, the Debt
      Securities of any series, set aside, segregate and hold in trust for the benefit
      of the Holders of the Debt Securities of such series a sum sufficient to pay
      such principal, premium, if any, or interest so becoming due. The Issuers will
      promptly notify the Trustee of any failure by either of the Issuers 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, either of 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 it or any paying agent, as required by this Section 4.04,
      such sums to be held by the Trustee upon the same trusts as those upon which
      such sums were held by 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 its action or failure so to
      act.

     

    
      
        
        

      

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

     

    Section
      4.05 SEC
      Reports; Financial Statements.

     

    (a) The
      Partnership shall, so long as any of the Debt Securities are Outstanding, file
      with the Trustee, within 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 Issuers shall also comply with the provisions of
      TIA
      Section 314 (a).

     

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

     

    (c) The
      Partnership shall, so long as any of the Notes are Outstanding, deliver to
      the
      Trustee, within 30 days of any Officer of the Partnership becoming aware of
      the
      occurrence of any Event of Default, an Officers’ Certificate specifying such
      Event of Default and what action the Partnership is taking or proposes to take
      with respect thereto.

     

    Section
      4.06 Compliance
      Certificate.

     

    (a) Each
      of
      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 Partnership, an Officers’ Certificate stating
      that a review of the activities of the Partnership and its Subsidiaries during
      the preceding fiscal year has been made under the supervision of the Officers
      signing the certificate with a view to determining whether each of the Issuers
      and any Subsidiary Guarantor has kept, observed, performed and fulfilled its
      obligations under this Indenture, and further stating, as to each such Officer
      signing such certificate, that to the best of his knowledge each of the Issuers
      and any Subsidiary Guarantor has kept, observed, performed and fulfilled each
      and every covenant contained in this Indenture and is not in default in the
      performance or observance of any of the terms, provisions and conditions hereof,
      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 Guarantor is taking or proposes
      to
      take with respect thereto).

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Section
      4.11 Waiver
      of Certain Covenants.
      The
      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 Section 4.01 through Section 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.

     

    
      
        
        

      

      
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    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.
      The
      Issuers covenant and agree that they will furnish or cause to be furnished
      to
      the Trustee with respect to the Debt Securities of each series:

     

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

     

    (b) at
      such
      other times as the Trustee may request in writing, within 30 days after the
      receipt by the 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

     

    
      
        
        

      

      
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    (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), the
      Issuers may, at their option, by resolution of their respective Boards of
      Directors, 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 the Issuers, 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 authorizing the issuance of that series of Debt Securities,
      in this Indenture with respect to such series or in any supplemental Indenture
      with respect to such series (other than a covenant a default in the performance
      of which is elsewhere in this Section specifically dealt with), continuing
      for a
      period of 60 days after the date on which written notice specifying such failure
      and requiring the Issuers, or if applicable, the Subsidiary Guarantors, 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

     

    
      
        
        

      

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

     

    (i) commences
      a voluntary case,

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iii) orders
      the liquidation of either of the Issuers, or if any series of Debt Securities
      Outstanding under this Indenture is entitled to the benefits of the Guarantee,
      any of the Subsidiary Guarantors, and the order or decree remains unstayed
      and
      in effect for 60 days;

     

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

     

    
      
        
        

      

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

     

    
      
        
        

      

      
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    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
      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.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      6.06 Rights
      of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee
      and to Waive Default.
      The
      Holders of not less than a majority in aggregate principal amount of the Debt
      Securities of any series at the time Outstanding shall have the right to direct
      the time, method and place of conducting any proceeding for any remedy available
      to the Trustee, or 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.

     

    
      
        
        

      

      
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    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 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.

     

    
      
        
        

      

      
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    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 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 Section 4.05 and Section 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.

     

    
      
        
        

      

      
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    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 either 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 an Issuer may be evidenced to the Trustee by a copy
      thereof certified by its Secretary or an Assistant Secretary;

     

    (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;

     

    
      
        
        

      

      
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    (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 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.
      The
      Issuers covenant and agree 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. The Issuers also covenant 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.

     

    
      
        
        

      

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

     

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

     

    Section
      7.08 Separate
      Trustee; Replacement of Trustee.
      The
      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;

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    Section
      8.02 Proof
      of Execution of Instruments and of Holding of Debt Securities.
      Subject
      to the provisions of Section 7.01, Section 7.02 and Section 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.

     

    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.

     

    
      
        
        

      

      
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    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 each
      Issuer’s Board of Directors, and the Trustee may from time to time and at any
      time, without the consent of Holders, enter into an Indenture or Indentures
      supplemental hereto (which shall conform to the provisions of the TIA as in
      force at the date of the execution thereof) for one or more of the following
      purposes:

     

    (a) to
      evidence the succession pursuant to Article X of another Person to either of
      the
      Issuers, or successive successions, and the assumption by the Successor Company
      (as defined in Section 10.01) of the covenants, agreements and obligations
      of
      its predecessor 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 Board of Directors shall consider to be for the
      protection of the Holders of such Debt Securities, and to make the occurrence,
      or the occurrence and continuance, of a Default in any of such additional
      covenants, restrictions, conditions or provisions a Default or an Event of
      Default permitting the enforcement of all or any of the several remedies
      provided in this Indenture; provided, that in respect of any such additional
      covenant, restriction, condition or provision such supplemental Indenture may
      provide for a particular period of grace after Default (which period may be
      shorter or longer than that allowed in the case of other Defaults) or may
      provide for an immediate enforcement upon such Default or may limit the remedies
      available to the Trustee upon such Default or may limit the right of the Holders
      of a majority in aggregate principal amount of any or all series of Debt
      Securities to waive such Default;

     

    
      
        
        

      

      
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    (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
      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 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
      Section 2.01 and Section 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.

     

    
      
        
        

      

      
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    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 each Issuer’s Board of
      Directors, and the Trustee may from time to time and at any time enter into
      an
      Indenture or Indentures supplemental hereto (which shall conform to the
      provisions of the TIA as in force at the date of execution thereof) for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Indenture or of any supplemental Indenture or of
      modifying in any manner the rights of the Holders of the Debt Securities of
      such
      series; provided, that no such supplemental Indenture, without the consent
      of
      the Holders of each Debt Security so affected, shall: 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 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, accompanied by a copy of resolutions of the Board of
      Directors of each Issuer 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 and the Subsidiary
      Guarantors 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.

     

    
      
        
        

      

      
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    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 Section 7.01 and Section 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
      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 may 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, unless: (a) either (i) such Issuer shall be
      the
      surviving Person in the case of a merger or (ii) 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; (b) 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; (c) 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 (d) the
      Issuers 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.

     

    
      
        
        

      

      
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    Section
      10.02 Rights
      and Duties of Successor Company.
      In
      case
      of any consolidation, amalgamation or merger where such Issuer is not the
      continuing Person, or disposition of all or substantially all of the assets
      of
      such 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
      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 an Officers’ Certificate 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.

     

    
      
        
        

      

      
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    (b) Subject
      to Section 11.02(c), Section 11.03 and Section 11.07, the Issuers at any time
      may terminate, with respect to Debt Securities of a particular series, all
      its
      obligations under the Debt Securities of such series and this Indenture with
      respect to the Debt Securities of such series (“legal defeasance option”) or the
      operation of (w) Section 4.09 and Section 4.10, (x) any covenant made applicable
      to such Debt Securities pursuant to Section 2.03, (y) Section 6.01(d), Section
      6.01(g) and Section 6.01(h) and (z) as they relate to the Subsidiary Guarantors
      only, Section 6.01(e) and Section 6.01(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 Securities. The Issuers may exercise their legal
      defeasance option notwithstanding its prior exercise of its 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 Section 6.01(d), Section 6.01(g) and Section 6.01(h) and,
      with respect to the Subsidiary Guarantors only, Section 6.01(e) and Section
      6.01(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.

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      11.03 Conditions
      of Defeasance.
      The
      Issuers may exercise their legal defeasance option or its 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 Section 6.01(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;

     

    (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;

     

    
      
        
        

      

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

     

    Before
      or
      after a deposit, the 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 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.

     

    
      
        
        

      

      
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    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 Issuer 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 either of the Issuers
      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 in the English language and delivered
      in Person or mailed by registered or certified mail (return receipt requested),
      telecopier or overnight air courier guaranteeing next day delivery, to the
      other’s address:

     

    If
      to the
      Issuers or any Subsidiary Guarantor:

     

    EV
      Energy
      Partners, L.P.

    1001
      Fannin Street, Suite 800

    Houston,
      Texas 77002

    Attention:
      Chief Financial Officer


    


    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, 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.

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    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 and members, 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.

     

    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.

     

    
      
        
        

      

      
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    (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 either of 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 either of 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, (A) any compromise, settlement, release, waiver,
      renewal, extension, indulgence or modification of, or any change in, any of
      the
      obligations and liabilities of any of the Issuers or the Subsidiary Guarantors
      contained in the Debt Securities or this Indenture, (B) any impairment,
      modification, release or limitation of the liability of any of the Issuers
      or
      the Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy
      for the enforcement thereof, resulting from the operation of any present or
      future provision of any applicable Bankruptcy Law, as amended, or other statute
      or from the decision of any court, (C) the assertion or exercise by any of
      the
      Issuers, the Subsidiary Guarantors or the Trustee of any rights or remedies
      under the Debt Securities or this Indenture or their delay in or failure to
      assert or exercise any such rights or remedies, (D) the assignment or the
      purported assignment of any property as security for the Debt Securities,
      including all or any part of the rights of any of the Issuers or the Subsidiary
      Guarantors under this Indenture, (E) the extension of the time for payment
      by
      any of the Issuers or 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 any of
      the
      Issuers or the Subsidiary Guarantors of any other obligations under or arising
      out of any such terms and provisions or the extension or the renewal of any
      thereof, (F) the modification or amendment (whether material or otherwise)
      of
      any duty, agreement or obligation of any of the Issuers or the Subsidiary
      Guarantors set forth in this Indenture, (G) the voluntary or involuntary
      liquidation, dissolution, sale or other disposition of all or substantially
      all
      of the assets, marshaling of assets and liabilities, receivership, insolvency,
      bankruptcy, assignment for the benefit of creditors, reorganization,
      arrangement, composition or readjustment of, or other similar proceeding
      affecting, any of the Issuers or the Subsidiary Guarantors or any of their
      respective assets, or the disaffirmance of the Debt Securities, the Guarantee
      or
      this Indenture in any such proceeding, (H) the release or discharge of any
      of
      the Issuers or the Subsidiary Guarantors from the performance or observance
      of
      any agreement, covenant, term or condition contained in any of such instruments
      by operation of law, (I) the unenforceability of the Debt Securities, the
      Guarantee or this Indenture or (J) any other circumstances (other than payment
      in full or discharge of all amounts guaranteed pursuant to the Guarantee) which
      might otherwise constitute a legal or equitable discharge of a surety or
      guarantor.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
        

      

      
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    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. 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
      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
      that
      is not an Affiliate of the Partnership, of all of the Partnership’s direct or
      indirect limited partnership or other equity interests in such Subsidiary
      Guarantor (provided such sale, exchange or transfer is not prohibited by this
      Indenture) or (B) the merger of such Subsidiary Guarantor into either of the
      Issuers or any other Subsidiary Guarantor or the liquidation and dissolution
      of
      such Subsidiary Guarantor (in each case to the extent not prohibited by this
      Indenture) or (ii) upon the Issuers’ delivery of a written notice to the Trustee
      of 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.

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    (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 an Officers’ Certificate and an Opinion of Counsel to the
      effect that the Subsidiary Guarantor is entitled to such release in accordance
      with the provisions of this Indenture. Any Subsidiary Guarantor not so released
      shall remain liable for the full amount of principal of (and premium, if any)
      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.]

    


    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              EV
                ENERGY PARTNERS, L.P.

            
	 
 	 
 	 
 
	
            	By:  	EV
              ENERGY GP, L.P.,
	 	 	its General Partner
	 	 	 
	 	By: 	EV MANAGEMENT, LLC,
	 	 	its General Partner
	 	 	 
	 	 	 
	 	By:	 
	 	 	
              
                

              

              Name:

            
	 	Title:


    

    


    
      	 	 	 
	 	EV
              ENERGY FINANCE
              CORP.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	Title:




    
      	 	 	 
	 	[NAME
              OF
              SUBSIDIARY GUARANTOR(S)]
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	Title:


    

    


    
      	 	 	 
	 	[___________________],
              as Trustee
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

    
      [Signature
        Page to Subordinated Indentures]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    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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