Exhibit 4.1


 


ENBRIDGE
ENERGY PARTNERS, L.P.,


 


AS ISSUER,


 


 


U.S. BANK
NATIONAL ASSOCIATION,


 


AS TRUSTEE


 


 


INDENTURE


 


 


DATED AS
OF SEPTEMBER 27, 2007


 


 


SUBORDINATED
DEBT SECURITIES


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
  1

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Other Definitions

  	
  7

  
	
  Section 1.03

  	
  Incorporation by Reference of
  Trust Indenture Act

  	
  7

  
	
  Section 1.04

  	
  Rules of Construction

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE II DEBT SECURITIES

  	
  8

  
	
  Section 2.01

  	
  Forms Generally

  	
  8

  
	
  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

  	
  11

  
	
  Section 2.05

  	
  Authentication and Delivery of
  Debt Securities

  	
  11

  
	
  Section 2.06

  	
  Denomination of Debt Securities

  	
  13

  
	
  Section 2.07

  	
  Registration of Transfer and
  Exchange

  	
  13

  
	
  Section 2.08

  	
  Temporary Debt Securities

  	
  14

  
	
  Section 2.09

  	
  Mutilated, Destroyed, Lost or
  Stolen Debt Securities

  	
  15

  
	
  Section 2.10

  	
  Cancellation of Surrendered Debt
  Securities

  	
  16

  
	
  Section 2.11

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

  	
  16

  
	
  Section 2.12

  	
  Payment of Interest; Interest
  Rights Preserved

  	
  16

  
	
  Section 2.13

  	
  Securities Denominated in
  Dollars

  	
  17

  
	
  Section 2.14

  	
  Wire Transfers

  	
  17

  
	
  Section 2.15

  	
  Securities Issuable in the Form of
  a Global Security

  	
  17

  
	
  Section 2.16

  	
  Medium Term Securities

  	
  19

  
	
  Section 2.17

  	
  Defaulted Interest

  	
  20

  
	
  Section 2.18

  	
  CUSIP and Corresponding ISIN
  Numbers

  	
  21

  
	
   

  	
   

  	
   

  
	
  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

  	
  23

  
	
  Section 3.04

  	
  Mandatory and Optional Sinking
  Funds

  	
  23

  
	
  Section 3.05

  	
  Redemption of Debt Securities
  for Sinking Fund

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV PARTICULAR
  COVENANTS OF THE PARTNERSHIP

  	
  25

  
	
  Section 4.01

  	
  Payment of Principal of, and
  Premium

  	
  25

  
	
  Section 4.02

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

  	
  26

  
	
  Section 4.03

  	
  Appointment to Fill a Vacancy in
  the Office of Trustee

  	
  26

  
	
  Section 4.04

  	
  Duties of Paying Agents, etc.

  	
  26

  
	
  Section 4.05

  	
  SEC Reports; Financial
  Statements

  	
  27

  
	
  Section 4.06

  	
  Compliance Certificate

  	
  28

  
	
  Section 4.07

  	
  Further Instruments and Acts

  	
  28

  



 


i

















 


	
  Section 4.08

  	
  Existence

  	
  28

  
	
  Section 4.09

  	
  Maintenance of Properties

  	
  29

  
	
  Section 4.10

  	
  Payment of Taxes and Other
  Claims

  	
  29

  
	
  Section 4.11

  	
  Waiver of Certain Covenants

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE V HOLDERS’ LISTS
  AND REPORTS BY THE TRUSTEE

  	
  29

  
	
  Section 5.01

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

  	
  29

  
	
  Section 5.02

  	
  Communications to Holders

  	
  30

  
	
  Section 5.03

  	
  Reports by Trustee

  	
  30

  
	
  Section 5.04

  	
  Record Dates for Action by
  Holders

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REMEDIES OF THE
  TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

  	
  31

  
	
  Section 6.01

  	
  Events of Default

  	
  31

  
	
  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
  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

  	
  40

  
	
  Section 7.04

  	
  Trustee, Paying Agent or Registrar
  May Own Debt Securities

  	
  40

  
	
  Section 7.05

  	
  Moneys Received by Trustee to Be
  Held in Trust

  	
  40

  
	
  Section 7.06

  	
  Compensation and Reimbursement

  	
  40

  
	
  Section 7.07

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

  	
  41

  
	
  Section 7.08

  	
  Separate Trustee; Replacement of
  Trustee

  	
  41

  
	
  Section 7.09

  	
  Successor Trustee by Merger

  	
  42

  
	
  Section 7.10

  	
  Eligibility; Disqualification

  	
  42

  
	
  Section 7.11

  	
  Preferential Collection of
  Claims Against Partnership

  	
  43

  
	
  Section 7.12

  	
  Compliance with Tax Laws

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII CONCERNING THE
  HOLDERS

  	
  43

  
	
  Section 8.01

  	
  Evidence of Action by Holders

  	
  43

  
	
  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

  	
  44

  



 


ii

















 


	
  ARTICLE IX SUPPLEMENTAL
  INDENTURES

  	
  45

  
	
  Section 9.01

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

  	
  45

  
	
  Section 9.02

  	
  Modification of Indenture with
  Consent of Holders of Debt Securities

  	
  46

  
	
  Section 9.03

  	
  Effect of Supplemental
  Indentures

  	
  48

  
	
  Section 9.04

  	
  Debt Securities May Bear
  Notation of Changes by Supplemental Indentures

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE X CONSOLIDATION,
  MERGER, SALE OR CONVEYANCE

  	
  48

  
	
  Section 10.01

  	
  Consolidations and Mergers of
  the Partnership

  	
  48

  
	
  Section 10.02

  	
  Rights and Duties of Successor
  Partnership

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI SATISFACTION AND
  DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

  	
  49

  
	
  Section 11.01

  	
  Applicability of Article

  	
  49

  
	
  Section 11.02

  	
  Satisfaction and Discharge of
  Indenture; Defeasance

  	
  49

  
	
  Section 11.03

  	
  Conditions of Defeasance

  	
  51

  
	
  Section 11.04

  	
  Application of Trust Money

  	
  52

  
	
  Section 11.05

  	
  Repayment to Partnership

  	
  52

  
	
  Section 11.06

  	
  Indemnity for U.S. Government
  Obligations

  	
  52

  
	
  Section 11.07

  	
  Reinstatement

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII SUBORDINATION
  OF DEBT SECURITIES

  	
  52

  
	
  Section 12.01

  	
  Applicability of Article;
  Agreement To Subordinate

  	
  52

  
	
  Section 12.02

  	
  Liquidation, Dissolution,
  Bankruptcy

  	
  53

  
	
  Section 12.03

  	
  Default on Senior Indebtedness

  	
  53

  
	
  Section 12.04

  	
  Acceleration of Payment of Debt
  Securities

  	
  54

  
	
  Section 12.05

  	
  When Distribution Must Be Paid
  Over

  	
  54

  
	
  Section 12.06

  	
  Subrogation

  	
  54

  
	
  Section 12.07

  	
  Relative Rights

  	
  54

  
	
  Section 12.08

  	
  Subordination May Not Be
  Impaired by Partnership

  	
  55

  
	
  Section 12.09

  	
  Rights of Trustee and Paying
  Agent

  	
  55

  
	
  Section 12.10

  	
  Distribution or Notice to
  Representative

  	
  55

  
	
  Section 12.11

  	
  Article XII Not to Prevent
  Defaults or Limit Right to Accelerate

  	
  55

  
	
  Section 12.12

  	
  Trust Moneys Not Subordinated

  	
  55

  
	
  Section 12.13

  	
  Trustee Entitled to Rely

  	
  56

  
	
  Section 12.14

  	
  Trustee to Effectuate
  Subordination

  	
  56

  
	
  Section 12.15

  	
  Trustee Not Fiduciary for
  Holders of Senior Indebtedness

  	
  56

  
	
  Section 12.16

  	
  Reliance by Holders of Senior
  Indebtedness on Subordination Provisions

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII MISCELLANEOUS
  PROVISIONS

  	
  57

  
	
  Section 13.01

  	
  Successors and Assigns of
  Partnership Bound by Indenture

  	
  57

  
	
  Section 13.02

  	
  Acts of Board, Committee or
  Officer of Successor Partnership Valid

  	
  57

  
	
  Section 13.03

  	
  Required Notices or Demands

  	
  57

  
	
  Section 13.04

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

  	
  58

  



 


iii

















 


	
  Section 13.05

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

  	
  58

  
	
  Section 13.06

  	
  Payments Due on Legal Holidays

  	
  59

  
	
  Section 13.07

  	
  Provisions Required by TIA to
  Control

  	
  59

  
	
  Section 13.08

  	
  Computation of Interest on Debt
  Securities

  	
  59

  
	
  Section 13.09

  	
  Rules by Trustee, Paying
  Agent and Registrar

  	
  59

  
	
  Section 13.10

  	
  No Recourse Against Others

  	
  59

  
	
  Section 13.11

  	
  Severability

  	
  59

  
	
  Section 13.12

  	
  Effect of Headings

  	
  59

  
	
  Section 13.13

  	
  Indenture May Be Executed
  in Counterparts

  	
  59

  



 


iv

















 


CROSS-REFERENCE
TABLE


 


	
  TIA SECTION

  	
   

  	
  INDENTURE

  
	
  310

  	
  (a)

  	
   

  	
  Section 7.10

  
	
   

  	
  (b)

  	
   

  	
  Section 7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  Section 7.11

  
	
   

  	
  (b)

  	
   

  	
  Section 7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  Section 5.01

  
	
   

  	
  (b)

  	
   

  	
  Section 5.02

  
	
   

  	
  (c)

  	
   

  	
  Section 5.02

  
	
  313

  	
  (a)

  	
   

  	
  Section 5.03

  
	
   

  	
  (b)

  	
   

  	
  Section 5.03

  
	
   

  	
  (c)

  	
   

  	
  Section 13.03

  
	
   

  	
  (d)

  	
   

  	
  Section 5.03

  
	
  314

  	
  (a)

  	
   

  	
  Section 4.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  Section 13.05

  
	
   

  	
  (c)(2)

  	
   

  	
  Section 13.05

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  Section 13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  Section 7.01

  
	
   

  	
  (b)

  	
   

  	
  Section 6.07 & Section 13.03

  
	
   

  	
  (c)

  	
   

  	
  Section 7.01

  
	
   

  	
  (d)

  	
   

  	
  Section 7.01

  
	
   

  	
  (e)

  	
   

  	
  Section 6.08

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  Section 1.01

  
	
   

  	
  (a) (1) (A)

  	
   

  	
  Section 6.06

  
	
   

  	
  (a) (1) (B)

  	
   

  	
  Section 6.06

  
	
   

  	
  (a) (2)

  	
   

  	
  Section 9.01(d)

  
	
   

  	
  (b)

  	
   

  	
  Section 6.04

  
	
   

  	
  (c)

  	
   

  	
  Section 5.04

  
	
  317

  	
  (a) (1)

  	
   

  	
  Section 6.02

  
	
   

  	
  (a) (2)

  	
   

  	
  Section 6.02

  
	
   

  	
  (b)

  	
   

  	
  Section 4.04

  
	
  318

  	
  (a)

  	
   

  	
  Section 13.07

  



 






N.A. means Not Applicable


Note: This cross-reference table shall not, for any purpose, be deemed
part of this Indenture.


 


v

















 


INDENTURE dated as of September 27, 2007, between Enbridge Energy
Partners, L.P., a Delaware limited partnership (the “Partnership”) and U.S.
Bank National Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH


 


That in order to declare the terms and conditions upon which the Debt
Securities are authenticated, issued and delivered, and in consideration of the
premises, and of the purchase and acceptance of the Debt Securities by the Holders
thereof, the Partnership 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 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
therefor.


 


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


 


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


 


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


 


“Designated Senior Indebtedness” means (i) any Senior
Indebtedness of the Partnership that, at the date of determination, has an
aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $100
million and (ii) any other Senior Indebtedness so designated, as provided
in Section 2.03, in respect of any series of Debt Securities.


 


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


 


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


 


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


 


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


 


2

















 


“General Partner” means Enbridge Energy Company, Inc., a
Delaware corporation, and its successors as general partner of the Partnership
or Enbridge Energy Management, L.L.C., a Delaware limited liability company, as
the delegate of the power to manage and control the business and affairs of the
Partnership pursuant to the Delegation of Control Agreement, dated October 17,
2001, among Enbridge Energy Management, L.L.C. and Enbridge Energy Company, Inc.,
as the same may be amended from time to time, and successors of Enbridge Energy
Management, L.L.C. as delegate of the General Partner.


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


“Officer” means, with respect to a Person, the Chairman of the
Board, the President, any Vice President (whether unmodified or prefaced by “Senior,”
“Assistant” or otherwise), the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, or any Assistant Secretary of such Person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                                 Debt
Securities, except to the extent provided in Section 11.02, with respect
to which the Partnership has effected legal defeasance or covenant defeasance
as provided in Article XI;


 


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Debt
Securities of any series have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Debt Securities owned by the
Partnership or any other obligor upon the Debt Securities or any Affiliate of
the Partnership or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the


 


4

















 


Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities that
a Trust Officer actually knows to be so owned shall be so disregarded.  Debt Securities so owned that 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 the Partnership or any
other obligor upon the Debt Securities or an Affiliate of the Partnership or of
such other obligor.  In determining
whether the Holders of the requisite principal amount of Outstanding Debt
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount
Debt Security that shall be deemed to be Outstanding for such purposes shall be
the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.01.


 


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


 


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


 


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


 


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


 


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


 


“SEC” means the Securities and Exchange Commission.


 


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


 


“Senior Indebtedness,” unless otherwise provided with respect to
the Debt Securities of a series as contemplated by Section 2.03, means (1) all
Debt of the Partnership, whether currently outstanding or hereafter issued,
unless, by the terms of the instrument creating or evidencing such Debt, it is
provided that such Debt is not superior in right of payment to the Debt
Securities, or to other Debt that is pari passu with
or subordinated to the Debt Securities, and (2) any modifications,
refunding, deferrals, renewals, or extensions of any such Debt or securities,
notes or other evidence of Debt issued in exchange for such Debt; provided
that in no event shall


 


5

















 


“Senior Indebtedness” include (a) Debt
of the Partnership owed or owing to any Subsidiary of the Partnership, (b) Debt
to trade creditors, or (c) any liability for taxes owed or owing by the
Partnership.


 


“Stated Maturity” means, with respect to any Debt Security or
any installment of principal thereof or interest thereon, the date specified in
or pursuant to the terms of such Debt Security as the date on which the
principal of such Security or such installment of interest is due and payable, and
in the case of such principal, as such date may be shortened or extended as
provided pursuant to the terms of such Debt Security and this Indenture (but
excluding any provision providing for the repurchase of such Debt 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” means, with respect to any Person,


 


(1)                                  any
other corporation, association or other business entity (other than a
partnership)  of which more than 50% of
the total voting power of the Capital Stock 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 a combination thereof;


 


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


 


(3)                                  any
other Person in which such Person or one or more of the Subsidiaries of such
Person or a combination thereof have the power to control, by contract or
otherwise, the board of directors, managers, trustees or equivalent governing
body of, or otherwise control, such other Person.


 


“TIA” means the Trust Indenture Act of 1939, as amended (15
U.S.C. Section 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 U.S. Bank National Association 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 thereof and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.


 


6

















 


“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

  
	
  “Debt Security Register”

  	
   

  	
  Section 2.07

  
	
  “Defaulted Interest”

  	
   

  	
  Section 2.17

  
	
  “Event of Default”

  	
   

  	
  Section 6.01

  
	
  “mandatory sinking fund payment”

  	
   

  	
  Section 3.04

  
	
  “optional sinking fund payment”

  	
   

  	
  Section 3.04

  
	
  “Place of Payment”

  	
   

  	
  Section 2.03

  
	
  “Registrar”

  	
   

  	
  Section 2.07

  
	
  “Subordinated Debt Securities”

  	
   

  	
  Section 12.01

  
	
  “Successor Partnership”

  	
   

  	
  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;


 


(f)                                    if
the applicable series of Debt Securities are subordinated pursuant to Article XII,
unsecured Debt shall not be deemed to be subordinate or junior to secured Debt
merely by virtue of its nature as unsecured Debt; and


 


7

















 


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


 


ARTICLE II

DEBT SECURITIES


 


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


 


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


 


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


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


(j)                                     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;


 


(k)                                  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 that will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof that
will be due and payable upon any maturity other than the Stated Maturity or that
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);


 


(l)                                     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);


 


(m)                               if
other than the principal amount thereof, the portion of the principal amount of
Debt Securities of the series that 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;


 


(n)                                 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;


 


(o)                                 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;


 


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


 


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


 


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


 


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


 


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


 


10
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


(b)           an
executed supplemental Indenture, if any;


 


(c)           an
Officers’ Certificate; and


 


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


 


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


 


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


 


(iii)          that such Debt
Securities, when authenticated and delivered by the Trustee and issued by the
Partnership in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of
the Partnership, enforceable in accordance with their terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability;


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


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


 


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


 


Section 2.07           Registration of
Transfer and Exchange.


 


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


 


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


 


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


 


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


 


13

















 


Partnership,
the Trustee and the Registrar, duly executed by the Holder or his attorney duly
authorized in writing.


 


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


 


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


 


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


 


Prior to the due presentation for registration of transfer of any Debt
Security, the Partnership, 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 interest on, such Debt
Security and for all other purposes whatsoever, whether or not such Debt
Security is overdue, and none of the Partnership, the Trustee, any paying agent
or any Registrar shall be affected by notice to the contrary.


 


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


 


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


 


14

















 


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


 


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


 


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


 


Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt
Security is destroyed, lost or stolen shall constitute an original additional
contractual obligation of the Partnership, whether or not the destroyed, lost
or stolen Debt Security shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Debt Securities of 


 


15

















 


that series duly issued hereunder. All Debt
Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any
and all other rights or remedies, notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.


 


Section 2.10           Cancellation of
Surrendered Debt Securities. All Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to the
Partnership or any paying agent or a Registrar, be delivered to the Trustee for
cancellation by it, or if surrendered to the Trustee, shall be canceled by it,
and no Debt Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All canceled Debt
Securities held by the Trustee shall be destroyed (subject to the record
retention requirements of the Exchange Act) and, upon request, a certification
of their destruction shall be delivered to the Partnership. On request of the
Partnership, the Trustee shall deliver to the Partnership canceled Debt
Securities held by the Trustee. If the Partnership shall acquire any of the
Debt Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the Debt represented thereby unless and until the same are
delivered or surrendered to the Trustee for cancellation. The Partnership may
not issue new Debt Securities to replace Debt Securities it has redeemed, paid
or delivered to the Trustee for cancellation except as expressly permitted by
any of the provisions of this Indenture.


 


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


 


Section 2.12           Payment of Interest;
Interest Rights Preserved.


 


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


 


(b)           Subject
to the foregoing provisions of this Section 2.12 and Section 2.17,
each Debt Security of a particular series delivered under this Indenture upon
registration of transfer of 


 


16

















 


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, that were carried by such
other Debt Security.


 


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


 


Section 2.14           Wire Transfers. Notwithstanding
any other provision to the contrary in this Indenture, the Partnership may make
any payment of 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 Partnership shall establish pursuant to Sections 2.01 and 2.03 that the
Debt Securities of a particular series are to be issued in whole or in part in
the form of one or more Global Securities, then the Partnership shall execute
and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Partnership shall specify in an Officers’ Certificate, shall be registered
in the name of the Depositary for such Global Security or Securities or its
nominee, shall be delivered by the Trustee or its agent to the Depositary or
pursuant to the Depositary’s instruction and shall bear a legend substantially
to the following effect:


 


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


 


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


 


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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 or a nominee of such
successor for such Global Security selected or approved by the Partnership, or
to a nominee of such successor Depositary.


 


(c)           (i) If
at any time the Depositary for a Global Security or Securities notifies the
Partnership that it is unwilling or unable to continue as Depositary for such
Global Security or Securities or if at any time the Depositary for the Debt
Securities for such series shall no longer be eligible or in good standing
under the Exchange Act or other applicable statute, rule or regulation,
the Partnership shall appoint a successor Depositary with respect to such
Global Security or Securities. If a successor Depositary for such Global
Security or Securities is not appointed by the Partnership within 90 days after
the Partnership receives such notice or becomes aware of such ineligibility,
the Partnership shall execute, and the Trustee or its agent, upon receipt of a
Partnership Order for the authentication and delivery of such individual Debt
Securities of such series in exchange for such Global Security or Securities,
will authenticate and deliver, individual Debt Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security or Securities in exchange for such
Global Security or Securities.


 


(ii)           The
Partnership may at any time and in its sole discretion determine 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. In such event the Partnership will execute, and the
Trustee, upon receipt of a Partnership Order for the authentication and
delivery of individual Debt Securities of such series in exchange in whole or
in part for such Global Security or Securities, will authenticate and deliver
individual Debt Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such
series or portion thereof in exchange for such Global Security or Securities.


 


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


 


18

















 


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


 


(v)           Payments
in respect of the principal of and interest on any Debt Securities issued in
the form of a Global Security registered in the name of the Depositary or its
nominee will be payable to the Depositary or such nominee in its capacity as
the registered owner of such Global Security. The Partnership and the Trustee
may treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. None of the
Partnership, the Trustee, any Registrar, the paying agent or any agent of the
Partnership or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of the beneficial
ownership interests of the Global Security by the Depositary or its nominee or
any of the Depositary’s direct or indirect participants, or for maintaining,
supervising or reviewing any records of the Depositary, its nominee or any of
its direct or indirect participants relating to the beneficial ownership
interests of the Global Security, the payments to the beneficial owners of the
Global Security of amounts paid to the Depositary or its nominee, or any other
matter relating to the actions and practices of the Depositary, its nominee or
any of its direct or indirect participants. None of the Partnership, the
Trustee or any such agent will be liable for any delay by the Depositary, its
nominee, or any of its direct or indirect participants in identifying the
beneficial owners of the Debt Securities, and the Partnership and the Trustee
may conclusively rely on, and will be protected in relying on, instructions
from the Depositary or its nominee for all purposes (including with respect to
the registration and delivery, and the respective principal amounts, of the
Debt Securities to be issued).


 


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


 


19

















 


representation and warranty by
the Partnership that, as of the date of such request, the statements made in
the Officers’ Certificate delivered pursuant to Section 2.05 or 13.05
shall be true and correct as if made on such date and that the Opinion of
Counsel delivered at or prior to such time of authentication of an original
issuance of Debt Securities shall specifically state that it shall relate to
all subsequent issuances of Debt Securities of such series that are identical
to the Debt Securities issued in the first issuance of Debt Securities of such
series.


 


A Partnership Order delivered by the Partnership to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Debt
Securities that 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.


 


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


 


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


 


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


 


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


 


ARTICLE III

REDEMPTION OF DEBT SECURITIES


 


Section 3.01           Applicability of
Article. The provisions of this Article shall be applicable to the
Debt Securities of any series that 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 Partnership shall
desire to exercise the right to redeem all or, as the case may be, any part of
the Debt Securities of any series in accordance with their terms, by resolution
of the Board of Directors or a supplemental Indenture, the Partnership shall
fix a date for redemption and shall give notice of such redemption at least 30
and not more than 60 days prior to the date fixed for redemption to the Holders
of Debt Securities of such series so to be redeemed as a whole or in part, in
the manner provided in Section 13.03. The notice if given in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. In any case, failure to give such
notice or any defect in the notice to the Holder of any Debt Security of a
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debt Security of
such series.


 


Each such notice of redemption shall specify (i) the Redemption
Date; (ii) the redemption price at which Debt Securities of such series
are to be redeemed (or the method of calculating such redemption price);
(iii) the Place or Places of Payment that payment will be made upon
presentation and surrender of such Debt Securities; (iv) that any interest
accrued to the Redemption Date will be paid as specified in said notice;
(v) that the redemption is for a sinking fund payment (if applicable);
(vi) that, unless otherwise specified in such notice, unless the
Partnership defaults in making such redemption payment or the Debt Securities
of that series are subordinated pursuant to the terms of Article XII and
the paying agent is prohibited from making such payment pursuant to the terms
of this Indenture, on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue; (vii) that in the
case of Original Issue Discount Securities original issue discount accrued
after the Redemption Date will cease to 


 


21

















 


accrue; (viii) the terms of the Debt
Securities of that series pursuant to which the Debt Securities of that series
are being redeemed; (ix) and that no representation is made as to the
correctness or accuracy of the CUSIP or ISIN number, if any, listed in such
notice or printed on the Debt Securities of that series. If less than all the
Debt Securities of a series are to be redeemed at any time, the notice of
redemption shall identify the particular Debt Securities (or portion thereof)
of that series to be redeemed. In case any Debt Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
Redemption Date, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of that series in principal amount equal to the unredeemed
portion thereof will be issued.


 


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


 


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


 


If less than all the Debt Securities of like tenor and terms of a
series are to be redeemed (other than pursuant to 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 Partnership in
writing of the Debt Securities selected for redemption and, in the case of any
Debt Securities selected for partial redemption, the principal amount thereof
to be redeemed. If any Debt Security called for redemption shall not be so paid
upon surrender thereof on the Redemption Date, the principal, premium, if any,
and interest shall bear interest until paid from the Redemption Date at the
rate borne by the Debt Securities of that series. If less than all the Debt
Securities of unlike tenor and terms of a series are to be redeemed, the
particular Debt Securities to be redeemed shall be selected by the Partnership.
Provisions of this Indenture that apply to Debt Securities called for
redemption also apply to portions of Debt Securities called for redemption.


 


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Notwithstanding anything else contained in this Section 3.02, the
parties acknowledge and agree that any partial redemption of a Global Security
will be made by the Depositary among the holders of the beneficial interests
therein in accordance with the rules and regulations of the Depositary,
and that the Trustee shall have no liability in connection with the selection
of beneficial interests in the Global Security in connection with any such
redemption or any other actions taken by the Depository in connection
therewith, and by accepting the Debt Securities, the Holders shall waive and
release any and all such liability.


 


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


 


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


 


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


 


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


 


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


 


Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in
cash that shall equal or exceed $100,000 (or a lesser sum if the Partnership
shall so request) with respect to the Debt Securities of any particular series
shall be applied by the Trustee on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment
date, on the sinking fund payment date following the date of such payment) to
the redemption of such Debt Securities at the redemption price specified in
such Debt Securities, resolution or supplemental Indenture for operation of the
sinking fund together with any accrued interest to the date fixed for
redemption. Any sinking fund 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 


 


24

















 


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


 


The Trustee shall not redeem any Debt Securities of a series with
sinking fund 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.


 


ARTICLE IV

PARTICULAR COVENANTS OF THE PARTNERSHIP


 


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


 


Principal of and premium and interest on Debt Securities of any series
shall be considered paid on the date due if, by 11 a.m., New York City
time, on such date the Trustee or any paying agent holds in accordance with
this Indenture money sufficient to pay in Dollars all principal, premium and
interest then due and, in the case of Debt Securities subordinated pursuant to
the terms of Article XII, the Trustee or such paying agent, as the case
may be, is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture.


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26
















 


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


 


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


 


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


 


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


 


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


 


Section 4.05           SEC Reports; Financial Statements.


 


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


 


27

















 


(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)           Delivery of such
reports, information and documents to the Trustee pursuant to this Section 4.05
is for informational purposes only, and the Trustee’s receipt of such shall not
constitute notice or constructive notice of any information contained therein
or determinable from information contained therein, including the Partnership’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).


 


Section 4.06           Compliance Certificate.


 


(a)           The Partnership
shall, so long as any of the Debt Securities are outstanding, deliver to the
Trustee, within 120 days after the end of each fiscal year of the Partnership,
an Officers’ Certificate stating (i) that a review of the activities of
the Partnership and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers of the General Partner on
behalf of the Partnership with a view to determining whether the Partnership
has kept, observed, performed and fulfilled its obligations under this Indenture,
(ii) that as to each such Officer signing such certificate, that to the
best of his knowledge the Partnership has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Partnership, is taking or
proposes to take with respect thereto) and (iii) that to the best of his
knowledge no event has occurred and is continuing by reason of which payments
on account of the principal of, or premium, if any, or interest, if any, on the
Debt Securities are prohibited or, if such event has occurred, a description of
the event and what action the Partnership is taking or proposes to take with
respect thereto.


 


(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
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Partnership.


 


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


 


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


 


Section 4.11           Waiver of Certain Covenants.  The Partnership may, with respect to the Debt
Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in this Article IV (except Sections
4.01 through 4.08) or made applicable to such Debt Securities pursuant to Section 2.03,
if, before or after the time for such compliance, the Holders of at least a
majority in principal amount of the Outstanding Debt Securities of such series,
waive such compliance in such instance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Partnership and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.  Notwithstanding the foregoing, without
the consent of each Holder of Outstanding Debt Securities affected, there shall
be no waiver of any past Default or Event of Default in respect of (i) the
payment of principal of, premium, if any, or interest on any Debt Securities,
or (ii) a provision of the Indenture or a supplemental Indenture that
cannot be amended without the consent of the Holder of each outstanding Debt
Security affected.


 


ARTICLE V

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


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, whether or not such payment
shall be prohibited by Article XII, if applicable, 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 maturity,
upon redemption, by declaration, upon required repurchase or otherwise, whether
or not such payment shall be prohibited by Article XII, if applicable; or


 


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


 


(d)           failure on the part
of the Partnership duly to observe or perform any other of the covenants or
agreements on the part of the Partnership in the Debt Securities of that
series, in or pursuant to any resolution of the Board of Directors authorizing
the issuance of that series of Debt Securities and set forth in an Officers’
Certificate, 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 Partnership to remedy the same
shall have been given to the Partnership by the Trustee or to the Partnership and
the Trustee by the Holders of at least 25% in aggregate principal amount of the
Debt Securities of that series at the time Outstanding; or


 


(e)           the Partnership,
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; or


 


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


 


31

















 


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


 


(ii)           appoints a Custodian of the
Partnership or a Custodian for all or substantially all of the property of the
Partnership, or


 


(iii)          orders the liquidation of the
Partnership,


 


and the order or decree remains unstayed and in effect for 90 days; or


 


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


 


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


 


Section 6.02           Collection of Debt by Trustee, etc.  If an Event of Default occurs and is
continuing, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid or enforce the
performance of any provision of the Debt Securities of the affected series or
this Indenture, and may prosecute any such action or proceedings to judgment 


 


32

















 


or final decree, and may enforce any such judgment or final decree
against the Partnership or any other obligor upon the Debt Securities of such
series (and collect in the manner provided by law out of the property of the
Partnership or any other obligor upon the Debt Securities of such series
wherever situated the moneys adjudged or decreed to be payable).


 


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


 


33

















 


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, after giving effect to the provisions of Article XII, if
applicable, 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 Partnership its
successors or assigns, or to whomsoever may be lawfully entitled to receive the
same, or as a court of competent jurisdiction may direct.


 


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


 


Section 6.04           Limitation on Suits by Holders.  No Holder of any Debt Security of any series
shall have any right by virtue or by availing of any provision of this
Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise, upon or under or with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance 


 


34

















 


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


 


Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Debt Security to receive payment of the principal
of, and premium, if any, and (subject to Section 2.12) interest on, such
Debt Security, on or after the respective due dates expressed in 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 a majority in aggregate
principal amount of the Debt Securities of any series at the time Outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any right, trust
or power conferred on the Trustee, with respect to the Debt Securities of such
series; provided, however, that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture, and
that subject to the provisions of Section 7.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee being advised by
counsel shall determine that the action so directed may not lawfully be taken
or is inconsistent with any provision of this Indenture, or if the Trustee
shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unduly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;


 


35

















 


and  provided, further, however,
that nothing contained in this Indenture shall impair the right of the Trustee
to take any action deemed proper by the Trustee and which is not inconsistent
with such direction by such Holders.  The
Holders of a majority in aggregate principal amount of the Debt Securities of
that 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 Partnership, the Trustee and
the Holders of the Debt Securities of that series shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.


 


Section 6.07           Trustee to Give Notice of Defaults Known to It, but
May Withhold Such Notice in Certain Circumstances.  The Trustee shall, within 90 days after the
occurrence of a Default or Event of Default known to it, or if later, within 30
days after the Trustee obtains actual knowledge of the Default or 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 Defaults
with respect to such series known to the Trustee, unless such Defaults shall
have been cured or waived before the giving of such notice; provided,
that, except in the case of Default or 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 determine(s) 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 not less 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.


 


36

















 


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 Person would exercise or use
under the circumstances in the conduct of its 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 that 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; and


 


(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 that 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;


 


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


 


(d)           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 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 right, trust or power conferred upon the Trustee, under this
Indenture with respect to Debt Securities of such series.


 


37

















 


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


 


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


 


Section 7.02           Certain Rights of Trustee.


 


Except as otherwise provided in Section 7.01:


 


(a)           the Trustee may rely
and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note or other paper or document
(whether in its original or facsimile form) believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


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


 


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


 


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


 


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


 


(f)            prior to the occurrence
of an Event of Default and after the curing of all Events of Default which may
have occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval or other paper or document, unless requested in writing to do so by
the Holders of a majority in aggregate principal amount of the then Outstanding
Debt Securities of a series affected by such matter; provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be 


 


38

















 


incurred by it
in the making of such investigation is not, in the opinion of the Trustee,
reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable indemnity against such
costs, expenses or liabilities as a condition to so proceeding, and the reasonable
expense of every such investigation shall be paid by the Partnership or, if
paid by the Trustee, shall be repaid by the Partnership upon demand;


 


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


 


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


 


(i)            the Trustee is not
required to take notice or deemed to have notice of any Default or Event of
Default hereunder with respect to a series of Debt Securities (other than an
Event of Default described in subsection (a), (b) or (c) of Section 6.01
with respect to such Debt Securities during any period the Trustee is also
serving as a paying agent for such Debt Securities), unless a Trust Officer has
received notice in writing of such Event of Default from the Partnership or
from the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities so affected, and in the absence of any such notice,
the Trustee may conclusively assume that no Default or Event of Default exists;


 


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


 


(k)           the Trustee’s
rights, powers, indemnities, immunities and protections from liability and its
rights to indemnification in connection with the performance of its duties
under this Indenture shall extend to (1) the Trustee, whether serving in
any other capacity hereunder, including without limitation, in the capacity of
paying agent, or Registrar, and (2) the Trustee’s officers, directors,
agents and employees.  Such immunities
and protections and rights to indemnification shall survive the Trustee’s
resignation or removal, the discharge of this Indenture and final payment of
the Debt Securities;


 


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


 


(m)          notwithstanding
anything else herein contained, whenever any provision of this Indenture
indicates that any confirmation of a condition or event is qualified by the
words “to the knowledge of” or “known to” the Trustee or other words of similar
meaning, said words shall mean and refer to the current awareness of one or
more Trust Officers who are located at the 


 


39

















 


principal office of the Trustee
or who are otherwise responsible for administering the trusts created under
this Indenture.


 


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


 


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


 


Section 7.05           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 Partnership upon a Partnership
Order.


 


Section 7.06           Compensation and Reimbursement.
 The Partnership covenants and agrees to
pay in Dollars to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), including, without limitation,
paying agent and Registrar, and, except as otherwise expressly provided herein,
the Partnership will pay or reimburse in Dollars the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ),
including without limitation, Section 6.02, except any such expense,
disbursement or advances as may arise from its negligence or bad faith.  The Partnership also covenants to indemnify
and defend the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of
the Trustee, arising out of or in connection with the acceptance or administration
of this trust or trusts hereunder, including the reasonable costs and expenses
of defending itself against any claim of liability in connection with the
exercise or performance of any of its powers or duties hereunder.  The obligations of the Partnership under this Section 7.06
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.  The 


 


40

















 


Partnership and the Holders
agree that such additional indebtedness shall be secured by a Lien prior to
that of the Debt Securities upon all property and funds held or collected by
the Trustee, as such, except funds held in trust for the payment of principal
of, and premium, if any, or interest on, particular Debt Securities.


 


When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law or other similar 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 Partnership may, but
need not, appoint a separate Trustee for any one or more series of Debt
Securities.  The Trustee may resign with
respect to one or more or all series of Debt Securities at any time by giving
notice to the Partnership.  The Holders
of a majority in principal amount of the Debt Securities of a particular series
may remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Partnership shall remove the
Trustee if:


 


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


 


(b)           the Trustee is
adjudged bankrupt or insolvent;


 


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


 


(d)           the Trustee
otherwise becomes incapable of acting.


 


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


 


A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Partnership.  Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders of Debt Securities of each applicable series. The
retiring Trustee shall promptly transfer 


 


41

















 


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, subject to Section 6.08, the Holders of 25% or more in
principal amount of the Debt Securities of any applicable series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
for the Debt Securities of such series.


 


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


 


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


 


In the case of the appointment hereunder of a separate or successor
Trustee with respect to the Debt Securities of one or more series, the Partnership,
any retiring Trustee and each successor or separate Trustee with respect to the
Debt Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto that shall (i) 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) add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental Indenture shall
constitute such Trustees co-trustees of the same trust and that each such
separate, retiring or successor Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.


 


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


 


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


 


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 


 


42

















 


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


 


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


 


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, Security 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 by (a) any instrument or any number of
instruments of similar tenor executed by Holders in Person or by agent or proxy
appointed in writing, (b) 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) 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, any electronic
transmission or other message, whether or not in written format, that complies
with the Depositary’s applicable procedures.


 


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


 


Section 8.03           Who May Be Deemed Owner of
Debt Securities.  Prior to due
presentment for registration of transfer of any Debt Security, the Partnership,
the Trustee, any paying agent and any Registrar may deem and treat the Person
in whose name any Debt Security 


 


43

















 


shall be registered upon the
books of the Partnership as the absolute owner of such Debt Security (whether
or not such Debt Security shall be registered in the name of a Depositary or 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 Partnership, the
Trustee, any paying agent or 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 Partnership, the Trustee or any agent of the Trustee, any
paying agent or the Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests, or for
any action taken or any failure to act by a Depositary with respect to any Debt
Securities, including, without limitation, any failure of the owner of a
beneficial interest in such Debt Securities to receive any payments or notices
provided hereunder or for the selection of beneficial interests in such Debt
Securities to be redeemed.


 


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 that is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Debt Security.  Except as aforesaid any such action taken by
the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities.  Any action taken by the Holders of the
percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action shall be
conclusively binding upon the Partnership, the Trustee and the Holders of all
the Debt Securities of such series.


 


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


 


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ARTICLE IX

SUPPLEMENTAL INDENTURES


 


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


 


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


 


(b)           to surrender any
right or power herein conferred upon the Partnership, to add to the covenants
of the Partnership 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;


 


(c)           to cure any
ambiguity, defect or inconsistency contained herein, in any supplemental
Indenture or in any 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)           in the case of any
Debt Securities subordinated pursuant to Article XII, to make any change
in Article XII that would limit or terminate the benefits available to any
holder of Senior Indebtedness (or Representatives therefor) under
Article XII;


 


(f)            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 any guarantee by a Subsidiary guarantor;


 


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


 


45

















 


(h)           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;


 


(i)            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


 


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


 


The Trustee is hereby authorized to join with the Partnership in the
execution of any such supplemental Indenture, to make any further appropriate
agreements and stipulations that 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 that affects the Trustee’s own rights, powers,
protections, privileges, indemnities, duties or immunities under this Indenture
or otherwise.


 


Any supplemental Indenture authorized by the provisions of this
Section 9.01 may be executed by the Partnership 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.


 


In the case of Debt Securities subordinated pursuant to Article XII,
an amendment under this Section 9.01 may not make any change that
adversely affects the rights under Article XII of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness
(or any group or Representative thereof authorized to give a consent) consent
to such change.


 


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


 


46

















 


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


 


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


 


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


 


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


 


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


 


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


 


(g)           in the case of any
Debt Security subordinated pursuant to Article XII, make any change in
Article XII that adversely affects the rights of any Holder under
Article XII;


 


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


 


(i)            release any
security that may have been granted in respect of the Debt Securities, other
than in accordance with this Indenture; or


 


(j)            make any change
that requires each Holder’s consent, release any Subsidiary guarantor other
than in accordance with the Indenture or modify any such Subsidiary guarantor’s
guarantee in any manner adverse to the Holders.


 


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


 


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


 


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


 


In the case of any Debt Securities subordinated pursuant to
Article XII, an amendment under this Section 9.02 may not make any
change that adversely affects the rights under


 


47

















 


Article XII of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness
(or any group or Representative thereof authorized to give a consent) consent
to such change.


 


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


 


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


 


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


 


Section 9.04           Debt Securities May Bear
Notation of Changes by Supplemental Indentures. Debt Securities of any
series authenticated and delivered after the execution of any supplemental
Indenture pursuant to the provisions of this Article IX may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental Indenture. New Debt Securities of any
series so modified as to conform, in the opinion of the Trustee and the Board
of Directors, to any modification of this Indenture contained in any such
supplemental Indenture may be prepared and executed by the Partnership,
authenticated by the Trustee and delivered in exchange for the Debt Securities
of such series then Outstanding. Failure to make the appropriate notation or to
issue a new Debt Security of such series shall not affect the validity of such
amendment.


 


ARTICLE X

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


Section 10.01         Consolidations and Mergers of the
Partnership. The Partnership shall not consolidate or amalgamate with or
merge with or into any Person, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all its assets to any Person, whether in a
single transaction or a series of related transactions, (1) except in
accordance with the provisions of its partnership agreement, and (2) unless:
(a) either (i) the Partnership shall be the surviving or continuing Person in
the case of a merger or (ii) the resulting, surviving or transferee Person if
other than the Partnership (the “Successor Partnership”) shall be a
partnership, limited liability company or corporation organized and existing
under the laws of the United States, any state thereof or the District of
Columbia and the Successor Partnership shall expressly assume, by an Indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Partnership under this
Indenture and the Debt Securities


 


48

















 


according to their tenor; (b)
immediately after giving effect to such transaction or series of transactions
(and treating any Debt that becomes an obligation of the Successor Partnership
or any Subsidiary of the Partnership as a result of such transaction or series
of transactions as having been incurred by the Successor Partnership or such
Subsidiary at the time of such transaction), no Default or Event of Default
would occur or be continuing; and (c) the Partnership shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, amalgamation, merger or disposition and such
supplemental Indenture (if any) comply with this Section 10.01 and any other
applicable provisions of this Indenture.


 


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


 


ARTICLE XI

SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE; UNCLAIMED 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
Partnership shall have delivered to the Trustee for cancellation all Debt
Securities of any series theretofore authenticated and delivered (other than
any Debt Securities of such series that shall have been destroyed, lost or
stolen and that shall have been


 


49

















 


replaced or
paid as provided in Section 2.09 and Debt Securities for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Partnership as provided in Section 11.05) or 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
Partnership shall deposit with the Trustee as trust funds the entire amount in
cash sufficient to pay at maturity or upon redemption all Debt Securities of
such series not theretofore delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to become due on
such Stated Maturity date or Redemption Date, as the case may be, and if in
either case the Partnership shall also pay or cause to be paid all other sums
payable hereunder by the Partnership, 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
Partnership accompanied by an Officers’ Certificate and an Opinion of Counsel
and at the cost and expense of the Partnership, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture with
respect to the Debt Securities of such series.


 


(b)           Subject to Sections
11.02(c), 11.03 and 11.07, the Partnership at any time may terminate, with
respect to Debt Securities of a particular series, all its obligations under
the Debt Securities of such series and this Indenture with respect to the Debt
Securities of such series (“legal defeasance option”) or the operation
of (x) any covenant made applicable to such Debt Securities pursuant to
Section 2.03, and (y) Sections 4.09. 4.10, 6.01(d) and 6.01(g) (“covenant
defeasance option”). If the Partnership exercises either its legal
defeasance option or its covenant defeasance option with respect to Debt
Securities of a particular series that are entitled to the benefit of a
guarantee, such guarantee will terminate with respect to that series of Debt
Securities and be automatically released and discharged and any security that
may have been granted in respect of such series shall be automatically released.
The Partnership may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.


 


If the Partnership exercises its legal defeasance option, payment of
the Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d) and
(g) (except to the extent covenants or agreements referenced in such
Sections remain, by their express terms, applicable subsequent to the
occurrence of the effect of a covenant defeasance option).


 


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


 


(c)           Notwithstanding
clauses (a) and (b) above, the Partnership’s obligations in Sections
2.07, 2.09, 4.02, 4.04, 5.01, 7.06, the third sentence of 7.10, 11.05, 11.06 and
11.07 shall survive until the Debt Securities of the defeased series have been
paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05
and 11.06 shall survive.


 


50

















 


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


 


(a)           the Partnership
irrevocably deposits in trust with the Trustee money 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 Stated Maturity or the Redemption
Date, as the case may be;


 


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


 


(c)           91 days pass after
the deposit is made and during the 91-day period no Default specified in
Section 6.01(e)

or (f) with respect to the Partnership occurs that 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 Partnership and,
if the Debt Securities of such series are subordinated pursuant to
Article XII, is not prohibited by Article XII;


 


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


 


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


 


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


 


51

















 


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


 


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


 


Section 11.04         Application of Trust Money. The
Trustee shall hold in trust money or U.S. Government Obligations deposited with
it pursuant to this Article XI. It shall apply the deposited money and the
money from U.S. Government Obligations through any paying agent and in
accordance with this Indenture to the payment of principal of, and premium, if
any, and interest on, the Debt Securities of the defeased series. In the event
the Debt Securities of the defeased series are subordinated pursuant to Article
XII, money and securities so held in trust are not subject to Article XII.


 


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


 


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


 


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


 


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


 


ARTICLE XII

SUBORDINATION OF DEBT SECURITIES


 


Section 12.01         Applicability of Article; Agreement
To Subordinate. The provisions of this Article XII shall only be applicable
to the Debt Securities of any series (Debt Securities of such series referred
to in this Article XII as “Subordinated Debt Securities”) designated, pursuant
to Section 2.03, as subordinated to Senior Indebtedness. Each Holder by
accepting a Subordinated Debt Security agrees that the Debt evidenced by such
Subordinated Debt Security is subordinated in right of payment, to the extent
and in the manner provided in this Article XII,


 


52

















 


to the prior payment of all
Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. All provisions of this
Article XII shall be subject to Section 12.12.


 


Section 12.02         Liquidation, Dissolution, Bankruptcy.
Upon any payment or distribution of the assets of the Partnership to creditors
upon a total or partial liquidation or a total or partial dissolution of the
Partnership or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Partnership or its property:


 


(a)           holders of Senior
Indebtedness of the Partnership shall be entitled to receive payment in full in
cash of such Senior Indebtedness (including interest (if any), accruing on or
after the commencement of such a proceeding, whether or not allowed as a claim
against the Partnership in such proceeding) before Holders of Subordinated Debt
Securities shall be entitled to receive any payment of principal of, or
premium, if any, or interest on, the Subordinated Debt Securities from the
Partnership; and


 


(b)           until the Senior
Indebtedness of the Partnership is paid in full, any distribution to which
Holders of Subordinated Debt Securities would be entitled but for this
Article XII shall be made to holders of Senior Indebtedness of the
Partnership as their interests may appear, except that such Holders may receive
Capital Stock and any debt securities that are subordinated to Senior
Indebtedness of the Partnership to at least the same extent as the Subordinated
Debt Securities of the Partnership.


 


Section 12.03         Default on Senior Indebtedness. The
Partnership may not pay the principal of, or premium, if any, or interest on,
the Subordinated Debt Securities or make any deposit pursuant to Article XI and
may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Debt Securities that provide for a mandatory sinking fund pursuant
to Section 3.05, by the delivery of Subordinated Debt Securities by the
Partnership to the Trustee pursuant to the first paragraph of Section 3.05) any
Subordinated Debt Securities (collectively, “pay the Subordinated Debt
Securities”) if any principal, premium or interest in respect of Senior
Indebtedness of the Partnership is not paid within any applicable grace period
(including at maturity) or any other default on Senior Indebtedness of the
Partnership occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms unless, in either case, the default has been cured
or waived and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full in cash; provided, however, that
the Partnership may make payments on the Subordinated Debt Securities without
regard to the foregoing if the Partnership and the Trustee receive written
notice approving such payment from the Representative of each issue of
Designated Senior Indebtedness. During the continuance of any default with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Partnership may not make payments on the
Subordinated Debt Securities for a period (a “Payment Blockage Period”)
commencing upon the receipt by the Partnership and the Trustee of written
notice of such default from the Representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage
Notice”) and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated by written notice to the Trustee and the
Partnership from the Person or Persons who gave such Blockage Notice, by
repayment in full in cash of such


 


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Designated Senior Indebtedness
or because the default giving rise to such Blockage Notice is no longer
continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 12.03), unless the holders of such Designated Senior Indebtedness
or the Representative of such holders shall have accelerated the maturity of
such Designated Senior Indebtedness, the Partnership may resume payments on the
Subordinated Debt Securities after such Payment Blockage Period. Not more than
one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to any number of issues of
Designated Senior Indebtedness during such period, unless otherwise specified
pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided,
however, that in no event may the total number of days during which any
Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period. For purposes of this Section
12.03, no default or event of default that existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Payment Blockage Period shall
be, or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness, whether or
not within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90
consecutive days.


 


Section 12.04         Acceleration of Payment of Debt
Securities. If payment of the Subordinated Debt Securities is accelerated
because of an Event of Default, the Partnership shall promptly notify the
holders of the Designated Senior Indebtedness (or their Representatives) of the
acceleration.


 


Section 12.05         When Distribution Must Be Paid Over.
If a distribution is made to Holders of Subordinated Debt Securities that
because of this Article XII should not have been made to them, the Holders who
receive such distribution shall hold it in trust for holders of Senior
Indebtedness and pay it over to them as their interests may appear.


 


Section 12.06         Subrogation. After all Senior
Indebtedness is paid in full and until the Subordinated Debt Securities are
paid in full, Holders thereof shall be subrogated to the rights of holders of
Senior Indebtedness to receive distributions applicable to Senior Indebtedness.
A distribution made under this Article XII to holders of Senior Indebtedness
that otherwise would have been made to Holders of Subordinated Debt Securities
is not, as between the Partnership and such Holders, a payment by the
Partnership on Senior Indebtedness.


 


Section 12.07         Relative Rights. This Article
XII defines the relative rights of Holders of Subordinated Debt Securities and
holders of Senior Indebtedness. Nothing in this Indenture shall:


 


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


 


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


 


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


 


Section 12.08         Subordination May Not Be
Impaired by Partnership. No right of any holder of Senior Indebtedness to
enforce the subordination of the Debt evidenced by the Subordinated Debt
Securities shall be impaired by any act or failure to act by the Partnership or
by its failure to comply with this Indenture.


 


Section 12.09         Rights of Trustee and Paying Agent.
Notwithstanding Section 12.03, the Trustee or any paying agent may continue to
make payments on Subordinated Debt Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer receives notice satisfactory to it that payments may
not be made under this Article XII. The Partnership, the Registrar, any paying
agent, a Representative or a holder of Senior Indebtedness may give the notice;
provided, however, that, if an issue of Senior Indebtedness has a
Representative, only the Representative may give the notice on behalf of the
Holders of the Senior Indebtedness of that issue.


 


The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and any paying agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article XII with
respect to any Senior Indebtedness that may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in
Article VII shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article XII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.06.


 


Section 12.10         Distribution or Notice to
Representative. Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representative (if any).


 


Section 12.11         Article XII Not to Prevent
Defaults or Limit Right to Accelerate. The failure to make a payment
pursuant to the Subordinated Debt Securities by reason of any provision in this
Article XII shall not be construed as preventing the occurrence of a Default.
Nothing in this Article XII shall have any effect on the right of the Holders
or the Trustee to accelerate the maturity of either the Subordinated Debt
Securities or the Debt Securities, as the case may be.


 


Section 12.12         Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article XI by the Trustee
for the payment of principal of, and premium, if any, and interest on, the
Subordinated Debt Securities or the Debt Securities shall not be subordinated
to the prior payment of any Senior Indebtedness or subject to the restrictions
set forth in this Article XII, and none of the Holders thereof shall be
obligated to pay over any such amount to the Partnership or any holder of
Senior Indebtedness of the Partnership or any other creditor of the
Partnership.


 


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Section 12.13         Trustee Entitled to Rely. Upon
any payment or distribution pursuant to this Article XII, the Trustee and
the Holders shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
such Holders or upon the Representatives for the holders of Senior Indebtedness
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other Debt
of the Partnership, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article XII. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant
to this Article XII, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article XII, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01, 7.02 and 7.07 shall be applicable to all actions
or omissions of actions by the Trustee pursuant to this Article XII.


 


Section 12.14         Trustee to Effectuate Subordination.
Each Holder by accepting a Subordinated Debt Security authorizes and directs
the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
of Subordinated Debt Securities and the holders of Senior Indebtedness as
provided in this Article XII and appoints the Trustee as attorney-in-fact
for any and all such purposes.


 


Section 12.15         Trustee Not Fiduciary for Holders of
Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders of
Subordinated Debt Securities or the Partnership or any other Person, money or
assets to which any holders of Senior Indebtedness shall be entitled by virtue
of this Article XII or otherwise.


 


Section 12.16         Reliance by Holders of Senior
Indebtedness on Subordination Provisions. Each Holder by accepting a
Subordinated Debt Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration
to each holder of any Senior Indebtedness, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Subordinated Debt
Securities, to acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.


 


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ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


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


 


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


 


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


 


If to the Partnership:


 


Enbridge Energy Partners, L.P.


1100 Louisiana, Suite 3300


Houston, Texas 77002-5217


Attention:  Corporate Secretary


Telecopy:  713-821-2229


 


 


If to the Trustee:


 


U.S. Bank National Association

1349 West Peachtree Street, NW

Two Midtown Plaza, Suite 1050

Atlanta, Georgia 30309

Attention:  Corporate Trust Department


 


 


The Partnership 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 13.05         Officers’ Certificate and Opinion of
Counsel to Be Furnished upon Application or Demand by the Partnership. Upon
any application or demand by the Partnership to the Trustee to take any action
under any of the provisions of this Indenture, the Partnership shall furnish to
the Trustee an Officers’ Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.


 


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


 


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


 


Section 13.06         Payments Due on Legal Holidays. In
any case where the date of maturity of interest on or principal of and premium,
if any, on the Debt Securities of a series or the Redemption Date 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 Redemption Date, 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 that
is required to be included in this Indenture by any of Sections 310 to 318,
inclusive, of the TIA, such required provision shall control.


 


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


 


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


 


Section 13.10         No Recourse Against Others. The
General Partner and its directors, officers, employees, incorporators, members
and stockholders, as such, shall have no liability for any obligations of
the Partnership under the Debt Securities or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Notwithstanding
the foregoing, nothing in this Section 13.10 shall be construed to
modify or supersede any obligation of the General Partner to restore any
negative balance in its capital account (maintained under the Partnership’s
partnership agreement) upon liquidation of its interest in the Partnership. By
accepting a Debt Security, each Holder shall waive and release all liability
described in the first sentence of this Section 13.10. 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.


 


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


 


	
   

  	
   

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ENBRIDGE ENERGY MANAGEMENT,

  L.L.C., as delegate of Enbridge Energy

  Company, Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ MARK A. MAKI

  	
   

  
	
   

  	
   

  	
   

  	
    Name: Mark A. Maki

  
	
   

  	
   

  	
   

  	
    Title: Vice President - Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MURIEL SHAW

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Muriel Shaw

  
	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  
							



 


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