EX-4.1
                                    INDENTURE


                            dated as of May 30, 2000


                                     between


                     IROQUOIS GAS TRANSMISSION SYSTEM, L.P.


                                       and


                            THE CHASE MANHATTAN BANK
                                     Trustee




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                                TABLE OF CONTENTS

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ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............1

     SECTION 1.1   Definitions; Construction...................................1
     SECTION 1.2   Compliance Certificates and Opinions.......................20
     SECTION 1.3   Form of Documents Delivered to Trustee.....................21
     SECTION 1.4   Acts of Holders............................................21
     SECTION 1.5   Notices, etc. to Trustee or the Issuer.....................23
     SECTION 1.6   Notices to Holders; Waiver.................................23
     SECTION 1.7   Conflict with Trust Indenture Act..........................23
     SECTION 1.8   Execution in Counterparts..................................24
     SECTION 1.9   Effect of Headings and Table of Contents...................24
     SECTION 1.10  Successors and Assigns.....................................24
     SECTION 1.11  Severability Clause........................................24
     SECTION 1.12  Benefits of Indenture......................................24
     SECTION 1.13  GOVERNING LAW..............................................24
     SECTION 1.14  Legal Holidays.............................................25

ARTICLE 2 THE NOTES...........................................................25

     SECTION 2.1   Amount; Issuable in Series.................................25
     SECTION 2.2   Execution, Authentication, Delivery and Dating.............27
     SECTION 2.3   Temporary Notes............................................27
     SECTION 2.4   Registration, Registration of Transfer and Exchange........28
     SECTION 2.5   Mutilated, Destroyed, Lost and Stolen Notes................30
     SECTION 2.6   Payments; Interest and Principal Rights Preserved..........31
     SECTION 2.7   Persons Deemed Owners......................................32
     SECTION 2.8   Cancellation; Purchase by the Issuer.......................33
     SECTION 2.9   Computation of Interest....................................33
     SECTION 2.10  CUSIP Numbers..............................................33
     SECTION 2.11  Source of Payments Limited; Rights and Liabilities
                      of the Issuer...........................................33
     SECTION 2.12  Allocation of Principal and Interest.......................33
     SECTION 2.13  Parity of Notes; Ranking...................................34
     SECTION 2.14  Book Entry.................................................34

ARTICLE 3 REDEMPTION OF NOTES.................................................34

     SECTION 3.1   Applicability of Article...................................34
     SECTION 3.2   Mandatory Redemption of Notes..............................34
     SECTION 3.3   Redemption at the Issuer's Option..........................35
     SECTION 3.4   Delivery of Notices and Certificates.......................35
     SECTION 3.5   Deposit of Redemption Price................................36
     SECTION 3.6   Redemption of and Payment on Notes.........................36


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     SECTION 3.7   Notes Redeemed in Part.....................................36
     SECTION 3.8   Cancellation of Notes......................................37

ARTICLE 4 CONCERNING THE TRUSTEE..............................................37

     SECTION 4.1   Duties and Responsibilities of Trustee; During Default;
                      Prior to Default........................................37
     SECTION 4.2   Certain Rights and Duties of Trustee.......................38
     SECTION 4.3   Trustee Not Responsible for Recitals, Etc..................40
     SECTION 4.4   Trustee and Others May Hold Notes..........................40
     SECTION 4.5   Monies Held by Trustee or Paying Agent.....................40
     SECTION 4.6   Compensation of Trustee and Its Lien.......................41
     SECTION 4.7   Right of Trustee to Rely on Officer's Certificates
                      and Opinions of Counsel.................................41
     SECTION 4.8   Persons Eligible for Appointment as Trustee................41
     SECTION 4.9   Conflicting Interests; Resignation and Removal
                      of Trustee; Appointment of Successor....................42
     SECTION 4.10  Acceptance of Appointment by Successor Trustee.............43
     SECTION 4.11  Merger, Conversion or Consolidation of Trustee.............44
     SECTION 4.12  Preferential Collection of Claims Against Issuer...........44
     SECTION 4.13  Maintenance of Offices and Agencies........................44
     SECTION 4.14  Trustee Risk...............................................47
     SECTION 4.15  Rights of Authorized Agents................................47

ARTICLE 5 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER....................48

     SECTION 5.1   Issuer to Furnish Trustee Names and Addresses of Holders...47
     SECTION 5.2   Preservation of Information; Communications to Holders.....47
     SECTION 5.3   Reports by Trustee.........................................48
     SECTION 5.4   Reports by Issuer..........................................48

ARTICLE 6 COVENANTS; DEFAULTS, REMEDIES.......................................48

     SECTION 6.1   Affirmative Covenants of the Issuer........................48
     SECTION 6.2   Negative Covenants of the Issuer...........................52
     SECTION 6.3   Events of Default..........................................57
     SECTION 6.4   Collection of Indebtedness by Trustee; Trustee
                      May Prove Debt..........................................60
     SECTION 6.5   Application of Proceeds....................................61
     SECTION 6.6   Suits for Enforcement......................................61
     SECTION 6.7   Restoration of Rights on Abandonment of Proceedings........62
     SECTION 6.8   Limitations on Suits by Holders............................62
     SECTION 6.9   Powers and Remedies Cumulative; Delay or Omission Not
                      Waiver of Default.......................................62
     SECTION 6.10  Control by Holders.........................................63
     SECTION 6.11  Actions of the Holders.....................................63

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     SECTION 6.12  Unconditional Right of Holders to Receive Principal,
                      Premium and Interest....................................64
     SECTION 6.13  Undertaking for Costs......................................64
     SECTION 6.14  Payments after a Default...................................65
     SECTION 6.15  Trustee May File Proofs of Claim...........................65

ARTICLE 7 CONCERNING THE HOLDERS..............................................65

     SECTION 7.1   Evidence of Action Taken by Holders........................65
     SECTION 7.2   Proof of Execution of Instruments and of
                      Holding of Notes........................................66
     SECTION 7.3   Notes Owned by Issuer Deemed Not Outstanding...............67
     SECTION 7.4   Right of Revocation of Action Taken........................67

ARTICLE 8 HOLDERS' MEETINGS...................................................67

     SECTION 8.1   Purposes for Which Holders' Meetings May Be Called.........67
     SECTION 8.2   Call of Meetings by Trustee................................68
     SECTION 8.3   Issuer and Holders May Call Meeting........................68
     SECTION 8.4   Persons Entitled to Vote at Meeting........................68
     SECTION 8.5   Determination of Voting Rights; Conduct and
                      Adjournment of Meeting..................................68
     SECTION 8.6   Counting Votes and Recording Action of Meeting.............69

ARTICLE 9 SUPPLEMENTAL INDENTURES.............................................70

     SECTION 9.1   Supplemental Indentures Without Consent of Holders.........70
     SECTION 9.2   Supplemental Indenture with Consent of Holders.............71
     SECTION 9.3   Execution of Supplemental Indentures.......................72
     SECTION 9.4   Effect of Supplemental Indentures..........................72
     SECTION 9.5   Reference in Notes to Supplemental Indentures..............72
     SECTION 9.6   Conformity with Trust Indenture Act........................73

ARTICLE 10 SATISFACTION AND DISCHARGE.........................................73

     SECTION 10.1   Defeasance of Notes.......................................73
     SECTION 10.2   Covenant Defeasance.......................................74
     SECTION 10.3   Satisfaction and Discharge of the Indenture...............75
     SECTION 10.4   Application of Trust Money................................76
     SECTION 10.5   Return of Moneys Held by Trustee and Paying Agent
                      Unclaimed for One Year..................................76

     EXHIBIT A      Subordination Provisions

     SCHEDULE 1.1   Investments



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    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
Act Section                                                    Indenture Section

ss.310(a)(1)...................................................   4.8
      (a)(2)...................................................   4.8
      (a)(3)...................................................   Not Applicable
      (a)(4)...................................................   Not Applicable
      (a)(5)...................................................   4.8
      (b)......................................................   4.9

ss.311(a)......................................................   4.12
      (b)......................................................   4.12

ss.312(a)......................................................   5.1; 5.2
      (b)......................................................   5.2
      (c)......................................................   5.2

ss.313(a)......................................................   5.3
      (b)......................................................   5.3
      (c)......................................................   5.3
      (d)......................................................   5.3

ss.314(a)......................................................   5.4
      (a)(4)...................................................   1.1; 6.1(i)
      (b)......................................................   6.1(i)
      (c)(1)...................................................   1.2
      (c)(2)...................................................   1.2
      (c)(3)...................................................   Not Applicable
      (d)......................................................   Not Applicable
      (e)......................................................   1.2

ss.315(a)......................................................   4.1
      (b)......................................................   6.3
      (c)......................................................   4.1
      (d)......................................................   4.1
      (e)......................................................   6.15

ss.316(a) (last sentence)......................................   1.1
      (a)(1)(A)................................................   6.11
      (a)(1)(B)................................................   6.12
      (a)(2)...................................................   Not Applicable
      (b)......................................................   6.14
      (c)......................................................   1.4

ss.317(a)(1)...................................................   6.4; 6.6
      (a)(2)...................................................   6.17
      (b)......................................................   4.5

ss.318(a)......................................................   1.7

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



<PAGE>


         INDENTURE, dated as of May 30, 2000 between IROQUOIS GAS TRANSMISSION
SYSTEM, L.P. (together with its successors and assigns, the "Issuer"), and The
Chase Manhattan Bank, a New York banking corporation (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Issuer is a limited partnership formed and existing under
the laws of the State of Delaware to construct, own, and operate the Pipeline
(this and other defined terms being defined in Article 1 hereof) and, in
connection therewith, to enter into the Senior Debt Agreements and the Primary
Agreements;

         WHEREAS, the Issuer has duly authorized the creation of an issue of its
debt securities (the "Notes") to be issued in one or more series up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

         WHEREAS, all acts necessary (i) to make this Indenture a valid and
binding agreement in accordance with its terms and (ii) to make the Notes, when
executed by the Issuer and authenticated and delivered by the Trustee, valid and
binding obligations of the Issuer, have been done, and the Issuer has duly
authorized the execution and delivery of this Indenture to provide for the
authentication and delivery of the Notes by the Trustee;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, for and in
consideration of the premises and of the covenants contained herein and in
consideration of the purchase of the Notes by the Holders, it is mutually
covenanted and agreed, for the benefit of the parties hereto and the equal and
proportionate benefit of all Holders, as follows:

                                   ARTICLE 1

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.1 Definitions; Construction.

         (a) The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture, any Management Committee Resolution and Officer's
Certificate, and of any Series Supplemental Indenture shall have the respective
meanings specified in this Section and include the plural as well as the
singular. All other terms used in this Indenture which are defined in the Trust
Indenture Act, or which are by reference in the Trust Indenture Act defined in
the Securities Act (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in
the Trust Indenture Act and in the Securities Act as in force at the date of the
execution of this instrument.

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         (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP (as hereinafter defined);

         (c) all references in this Indenture to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of this Indenture.

         (d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

         (e) unless otherwise expressly specified, any agreement, contract or
document defined or referred to herein shall mean such agreement, contract or
document as in effect as of the date hereof, as the same may thereafter be
amended, supplemented or otherwise modified from time to time in accordance with
the terms of this Indenture and the other Transaction Agreements (as hereinafter
defined); and

         (f) any reference to any Person (as hereinafter defined) shall include
its permitted successors and assigns, and in the case of any Government
Instrumentality (as hereinafter defined), any Person succeeding to its functions
and capacities.

         "Act" shall have the meaning ascribed thereto in Section 1.4(a).

         "Action" shall have the meaning ascribed thereto in Section 6.11(a).

         "Additional Senior Indebtedness" means Indebtedness of the Issuer for
borrowed money Incurred after the Initial Closing Date and ranking pari passu in
right of payment with all other Senior Debt.

         "Affiliate" of a specified Person means any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with the Person specified, or who holds or beneficially
owns 10% or more of the equity interest in the Person specified or 10% or more
of any class of voting securities of the Person specified.

         "Affiliate Subordinated Debt" means unsecured Indebtedness of the
Issuer held by any Affiliate of the Issuer, any Partner or an Affiliate of any
Partner and subordinated to the Senior Debt on the basis set forth in Exhibit A.

         "Asset Sale" means any sale, transfer, sale-leaseback transaction or
other disposition (excluding a merger or consolidation which is in compliance
with the covenant set forth in Section 6.2(f) hereof) in one transaction or a
series of related transactions by the Issuer to any Person of (i) all or any of
the Capital Stock of any Subsidiary, (ii) all or substantially all of the
property and assets of an operating unit or business of the Issuer or any of its
Subsidiaries or (iii) any other property and assets of the Issuer outside the
ordinary course of business of the Issuer that is not governed by the provisions
of the Indenture applicable to mergers, consolidations and sales of assets of
the Issuer; provided that "Asset Sale" shall not include (a) sales or other
dispositions of

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inventory, receivables and other current assets, (b) Distributions permitted to
be made under the covenant set forth in Section 6.2(e) hereof or (c) sales or
other dispositions of assets which constitute (i) redundant, obsolete or
worn-out property, tools or equipment no longer used or useful in the Issuer's
business and any inventory or other property sold or disposed of in the ordinary
course of business and on ordinary business terms and (ii) dispositions
contemplated by the Primary Agreements or replacement or successor agreements.

         "Authenticating Agent" shall mean any Person acting as Authenticating
Agent hereunder pursuant to Section 4.13.

         "Authorized Agent" shall mean any Paying Agent, Authenticating Agent or
Security Registrar or other agent appointed by the Trustee in accordance with
this Indenture to perform any function that this Indenture authorizes the
Trustee or such agent to perform.

         "Authorized Representative" means, with respect to any Person, the
person or persons authorized to act on behalf of such Person by its board of
directors or management committee or any other governing body of such Person.

         "Authorized Signatory" shall mean any officer of the Trustee or any
other individual who shall be duly authorized by appropriate corporate action on
the part of the Trustee to authenticate Notes.

         "Business Day" means each day which is not a Saturday, a Sunday or a
day on which banking institutions in any Place of Payment for the Notes of that
series are authorized or obligated by law to remain closed.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in the equity of such Person, outstanding on the Initial
Closing Date, including, without limitation, all partnership interests, common
stock and preferred stock.

         "Capitalized Lease Obligations" means, for any Person, all obligations
of such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under RAP, and, for purposes herein, the amount of such obligations shall
be the capitalized amount thereof, determined in accordance with GAAP.

         "Catastrophic Loss" means an Event of Loss with respect to the Pipeline
for which the total Loss Proceeds payable in respect of the lost or damaged
Property are greater than $100,000,000.

         "Certificated Notes" means certificated Notes in physical fully
registered definitive form.

         "Code" means the Internal Revenue Code of 1986, as amended.

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<PAGE>


         "Consolidated Net Tangible Assets" of any Person means, as of any date,
(a) all amounts that would be shown as assets on a consolidated balance sheet of
such Person prepared in accordance with GAAP, less (b) the amount thereof
constituting good will and other intangible assets as calculated in accordance
with GAAP.

         "Corporate Trust Office" means the principal office of the Trustee at
which any particular time corporate trust business of the Trustee shall be
administered, which at the date hereof is 450 West 33rd Street, New York, New
York 10001, Attention: Capital Markets Fiduciary Services, or such other office
as may be designated by the Trustee to the Issuer and each Holder.

         "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement, the counterparty to which
has capital, surplus and undivided profits aggregating in excess of $250 million
(or the foreign currency equivalent thereof) and has outstanding debt which is
rated "A2" by Moody's and "A" by S&P (or such similar equivalent rating) or
higher.

         "Custodian" means, initially, the Trustee, and its successors and
assigns or any other custodian performing similar functions.

         "Debt Service Coverage Ratio" means, for any period, the ratio of (a)
Operating Cash Flow for such period to (b) Mandatory Debt Service for such
period.

         "Debt Service Payment Date" means, with respect to the Notes of any
series, the debt service payment dates specified in the Series Supplemental
Indenture or Management Committee Resolution and Officer's Certificate issued
pursuant thereto, commencing on the date specified therein and ending on the
date each of the Notes of such series or the Indenture is satisfied and
discharged pursuant to the Indenture.

         "Debt Service Payment" means the sum of interest, principal, premium,
if any, and Liquidated Damages, if any, with respect to the Outstanding Notes
payable on each Debt Service Payment Date.

         "Decision Period" means the period of time required for the receipt of
votes on any matter, which period shall not be less than 30 days or greater than
60 days, as notified to the Holders by the Trustee.

         "Default" means any event or circumstance which with notice or lapse of
time or both would become an Event of Default.

         "Defaulted Interest" means any interest on any Note which is payable,
but is not punctually paid or duly provided for, on any Debt Service Payment
Date.

         "Defaulted Principal" means any principal on any Note which is payable,
but is not punctually paid or duly provided for, on any Debt Service Payment
Date.

         "Definitive Notes" means, with respect to any series of Notes issued
hereunder, a Note issued in definitive form that is executed by the Issuer and
authenticated and

                                       4
<PAGE>


delivered by the Trustee, all in accordance with Section 2.2 of this Indenture
and any Series Supplemental Indenture or Management Committee Resolution and
Officer's Certificate issued pursuant thereto.

         "Depositary" means, with respect to Notes of any series issuable in
whole or in part in the form of one or more Global Notes, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Notes.

         "Determination Date" means the date set for the redemption of the
Notes.

         "Distribution" means all partnership distributions of the Issuer (in
cash, property of the Issuer or obligations) or other payments or distributions
on account of, or the purchase, redemption, retirement or other acquisition by
the Issuer of, any portion of any partnership interest in the Issuer, and any
payments on Affiliate Subordinated Debt.

         "Equity" means as of any date, all amounts that would be shown, as
Partners' equity.

         "Event of Default" means the events listed in Section 6.3 hereof.

         "Event of Loss" means an event which causes all or a portion of the
Pipeline to be damaged, destroyed or rendered unfit for normal use for any
reason whatsoever, including, without limitation, any compulsory transfer or
taking or transfer under threat of compulsory transfer or taking of any material
part of the Pipeline by any Government Instrumentality.

         "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.

         "Exchange Offer" means an offer to the Holders of any series of Notes
to issue and deliver to such Holders, in exchange for their Notes, a like
aggregate principal amount of debt securities of the Issuer that are identical
in all material respects to the Notes held by such Holder, except for the
transfer restrictions then relating to the Notes.

         "Fair Market Value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Management Committee whose determination
shall be conclusive if evidenced by a Management Committee Resolution.

         "FERC" means the Federal Energy Regulatory Commission.

         "Final Maturity Date" means, with respect to any Note or any
installment of principal thereof or interest thereon, as at any date of
determination, the latest date specified in such Note as the fixed date on which
the principal of such Note or such installment of principal or interest is due
and payable of any Note then Outstanding.

                                       5
<PAGE>


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

         "Global Notes" mean, with respect to any series of Notes issued
hereunder, a Note issued in global form that is executed by the Issuer and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instructions, all in accordance with Section 2.2 of this Indenture
and any Series Supplemental Indenture or Management Committee Resolution and
Officer's Certificate issued pursuant thereto.

         "Government Instrumentality" of any country means such country and its
government and any ministry, department, political subdivision, instrumentality,
agency, corporation or commission under the direct or indirect control of such
country.

         "Guarantee Obligations" means as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to induce
the creation of which the guaranteeing person has issued a reimbursement,
counter indemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, leases, dividends or other obligations
(the "primary obligations") of any other third Person (the "primary obligor") in
any manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (A) for the purchase
or payment of any such primary obligation or (B) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligations shall not include (y) endorsements of instruments for
deposit or collection in the ordinary course of business or obligations to
reimburse or indemnify a provider of surety or performance bonds incurred in the
ordinary course of business or (z) obligations with respect to letters of credit
(including trade letters of credit) securing obligations (other than obligations
described in (i), (ii), (v) or (vi) of the definition of "Indebtedness") entered
into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if drawn upon, to the extent such
drawing is reimbursed no later than the third Business Day following receipt by
such Person of a demand for reimbursement).

         "Holders" means the registered owners of the Notes as shown on the
Security Register maintained for that purpose.

         "Incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, such
Indebtedness; provided that neither the accrual of interest nor the accretion of
original issue discount shall be considered an Incurrence of Indebtedness.

                                       6
<PAGE>


         "Indebtedness" means, with respect to any Person at any date of
determination (without duplication):

                  (i) all indebtedness of such Person for borrowed money;

                  (ii) all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (iii) all obligations of such Person in respect of letters of
         credit or other similar instruments (including reimbursement
         obligations with respect thereto, but excluding obligations with
         respect to letters of credit (including trade letters of credit)
         securing obligations (other than obligations described in (i) or (ii)
         above or (v), (vi) or (vii) below) entered into in the ordinary course
         of business of such Person to the extent such letters of credit are not
         drawn upon or, if drawn upon, to the extent such drawing is reimbursed
         no later than the third Business Day following receipt by such Person
         of a demand for reimbursement);

                  (iv) all obligations of such Person to pay the deferred and
         unpaid purchase price of property or services, which purchase price is
         due more than six months after the date of placing such property in
         service or taking delivery and title thereto or the completion of such
         services, except Trade Payables;

                  (v) all Capitalized Lease Obligations;

                  (vi) all Indebtedness of other Persons secured by a Lien on
         any asset of such Person, whether or not such Indebtedness is assumed
         by such Person; provided that the amount of such Indebtedness shall be
         the lesser of (A) the Fair Market Value of such asset at such date of
         determination and (B) the amount of such Indebtedness;

                  (vii) all Guarantee Obligations; and

                  (viii) to the extent not otherwise included in this
         definition, obligations under Currency Agreements and Interest Rate
         Agreements.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation; provided (A) that
the amount outstanding at any time of any Indebtedness issued with original
issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP, (B) that money borrowed and set
aside at the time of the Incurrence of any Indebtedness in order to prefund the
payment of the interest on such Indebtedness shall not be deemed to be
"Indebtedness" so long as such money is held to secure the payment of such
interest and (C) that Indebtedness shall not include any liability for federal,
state, local or other taxes.

                                       7
<PAGE>


         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by a Management Committee
Resolution and an Officer's Certificate issued pursuant thereto or by one or
more Series Supplemental Indentures entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Notes
established as contemplated by Section 2.1.

         "Independent Engineer" means R.W. Beck, Inc. and its successors and
assigns or such other engineering firm in good standing, provided that neither
such other firm, during the period of its professional engagement to examine the
assumptions prepared by the Issuer or at the date of its report, nor any member
of such firm had, or was committed to acquire, any direct financial interest, or
material indirect financial interest, in the Issuer and neither such firm or any
member of such firm was connected as a promoter, underwriter, voting trustee,
director, officer or employee of the Issuer.

         "Initial Closing Date" means the date of first issuance of any series
of Notes under this Indenture.

         "Institutional Accredited Investors" means institutions that are
'accredited investors' within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

         "Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement, the counterparty to which has capital, surplus and
undivided profits aggregating in excess of $250 million (or the foreign currency
equivalent thereof) and has outstanding debt which is rated "A2" by Moody's and
"A" by S&P (or such similar equivalent rating) or higher.

         "Investment" in any Person means any direct or indirect advance, loan
or other extension of credit (including, without limitation, by way of guarantee
or similar arrangement; but excluding advances to customers in the ordinary
course of business that are, in conformity with GAAP, recorded as accounts
receivable on the balance sheet of the Issuer) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or other similar
instruments issued by, such Person.

         "Issue Date" means, with respect to the Notes of any series, the date
of the Notes of such series are issued pursuant to this Indenture and the Series
Supplemental Indenture or Management Committee Resolution and Officer's
Certificate applicable thereto.

         "Issuer" means Iroquois Gas Transmission System L.P., a limited
partnership formed and existing under the laws of the State of Delaware,
together with its successors and assigns.

         "Issuer Request" and "Issuer Order" mean, respectively, a written order
or request signed in the name of the Issuer by the Vice President and Chief
Financial Officer and delivered to a Responsible Officer of the Trustee.

                                       8
<PAGE>


         "Lien" means, with respect to any Property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
Property. For purposes herein, a Person shall be deemed to own subject to a Lien
any Property that it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement (other than an operating lease) relating to such Property.

         "Liquidated Damages" means all liquidated damages then owing pursuant
to a registration rights agreement relating to any series of Notes.

         "Loan Agreement" means the Loan Agreement dated as of May 30, 2000 by
and among the Issuer, The Chase Manhattan Bank, as Administrative Agent, and the
lenders and other financial institutions party thereto.

         "Loss Proceeds" means all net proceeds from an Event of Loss,
including, without limitation, condemnation proceeds and insurance proceeds or
other amounts actually received on account of an event which causes all or a
substantial portion of the Pipeline to be damaged, destroyed or rendered unfit
for normal use; provided, however, solely for purposes of calculating a Material
Loss or Catastrophic Loss, proceeds of delayed opening or business interruption
insurance shall not be included.

         "Make-Whole Premium" means,

                  (a) with respect to all of the Notes of any series to be
         redeemed, an amount calculated as of the date set for the redemption of
         the Notes (the "Determination Date") as follows:

                           (i) the average life of the remaining scheduled
                  payments of principal in respect of the Outstanding Notes of
                  such series (the "Remaining Average Life") shall be calculated
                  as of the Determination Date;

                           (ii) the yield to maturity shall be calculated for
                  the United States Treasury security having a maturity as close
                  as practicable to the Remaining Average Life and trading in
                  the secondary market at the price closest to par (the "Primary
                  Issue");

                           (iii) the discounted present value of the then
                  remaining scheduled payments of principal and interest (but
                  excluding that portion of any scheduled payment of interest
                  that is actually due and paid on the Determination Date) in
                  respect of the Outstanding Notes of such series shall be
                  calculated as of the Determination Date using a discount
                  factor equal to the sum of (a) the yield to maturity for the
                  Primary Issue, plus (b) 35 basis points; and

                           (iv) the amount of premium in respect of Notes of any
                  series to be redeemed shall be an amount equal to (a) the
                  discounted present value of such Notes to be redeemed
                  determined in accordance with clause (iii)

                                       9
<PAGE>


                  above minus (b) the unpaid principal amount of such Notes on
                  the Determination Date; provided, however, that the premium
                  shall not be less than zero; and

                  (b) with respect to any security, the amount obtained by
         multiplying (i) the aggregate Make-Whole Premium determined as set
         forth above by (ii) the ratio of the Outstanding principal amount of
         such Note on the Determination Date to the aggregate Outstanding
         principal amount of all Notes of such series on the Determination Date.

         "Management Committee" means a committee comprised of representatives
of the partners of the Issuer which shall have the power to make decisions on
behalf of the Issuer.

         "Management Committee Resolution" shall mean a copy of a resolution
adopted by the Management Committee and delivered to the Trustee.

         "Mandatory Debt Service" means, for any period, the sum of all
scheduled interest, premium, if any, and principal due and payable during such
period in respect of all Indebtedness of the Issuer; provided that fees,
including any consent fees, payable in connection with the issuance of any
Additional Senior Indebtedness shall be excluded.

         "Material Adverse Effect" means a material adverse effect on (a) the
ability of the Issuer to perform its obligations under the Indenture, (b) the
material rights and remedies of any Senior Parties under the Senior Debt
Agreements or (c) the timely payments of any principal or interest on any of the
Senior Debt.
         "Material Asset" means any asset necessary to operate the Pipeline.

         "Material Loss" means an Event of Loss with respect to the Pipeline for
which the total Loss Proceeds payable in respect of the lost or damaged Property
are more than $10,000,000 and equal to or less than $100,000,000.

         "Maturity," when used with respect to any Note, means the date on which
the principal of such Note or an installment of principal becomes due and
payable as therein or herein provided, whether at the Final Maturity Date or by
declaration of acceleration, call for redemption or otherwise.

         "Moody's" means Moody's Investors Service.

         "Net Cash Proceeds" means, (a) with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash equivalents, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not interest, component thereof) when received in the form
of cash or cash equivalents and proceeds from the conversion of other property
received when converted to cash or cash equivalents, net of (i) brokerage
commissions and other fees and expenses (including fees and expenses of counsel
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes (whether or not such taxes will actually be paid or are

                                       10
<PAGE>


payable) as a result of such Asset Sale without regard to the consolidated
results of operations of the Issuer and its Subsidiaries, taken as a whole,
(iii) payments made to repay Indebtedness or any other obligation outstanding at
the time of such Asset Sale that either (A) is secured by a Lien on the property
or assets sold or (B) is required to be paid as a result of such sale and (iv)
appropriate amounts to be provided by the Issuer or any Subsidiary as a reserve
against any liabilities associated with such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as determined in conformity
with GAAP and (b) with respect to any issuance or sale of Capital Stock, the
proceeds of such issuance or sale in the form of cash or cash equivalents,
including payments in respect of deferred payment obligations (to the extent
corresponding to the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents and proceeds from the
conversion of other property received when converted to cash or cash
equivalents, net of attorneys' fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees incurred in connection with such issuance or sale and net of taxes
paid or payable as a result thereof.

         "No Ratings Downgrade" means that the ratings on the Notes are
reaffirmed after consideration of a proposed applicable event as being equal to
or higher than the then current rating on the Notes, no earlier than 60 days
prior to the proposed applicable event, by both of the Required Rating Agencies.

         "Non-Amortizing Notes" means any series of Notes with (a) a fixed term
at the time of issue of five years or longer and (b) scheduled payment terms
providing for 35% or more of the initial principal amount of such Notes to
become due and payable on the Final Maturity Date of such Notes.

         "Nonrecourse Indebtedness" means Indebtedness which the holder thereof
shall have no recourse with respect to the non-performance of the obligations of
the debtor or obligor under such Indebtedness to make payments of principal of,
premium, if any, and interest on such Indebtedness against any Person other than
such debtor or obligor, including, but not limited to the Issuer, and any such
Indebtedness shall specifically so state.

         "Nonrecourse Person" shall have the meaning ascribed thereto in Section
2.11.

         "Non-U.S. Holder" means any person or entity that, for U.S. federal
income tax purposes, is not a citizen or resident of the United States, a
corporation, partnership or other entity created or organized under the laws of
the United States or any political subdivision thereof, or an estate or trust,
the income of which is subject to United States federal income taxation
regardless of its source or that otherwise is subject to United States federal
income taxation on a net income basis in respect of Notes.

         "Notes" means any debt securities authenticated and delivered under
this Indenture.

                                       11
<PAGE>

                  "Offer to Purchase" means an offer to purchase Notes by the
Issuer from the Holders commenced by mailing a notice to the Trustee and each
Holder stating:

         (i) the covenant pursuant to which the offer is being made and that all
         Notes validly tendered will be accepted for payment on a pro rata
         basis;

         (ii) the purchase price and the date of purchase (which shall be a
         Business Day no earlier than 30 days nor later than 60 days from the
         date such notice is mailed) (the "Payment Date");

         (iii) that any Note not tendered will continue to accrue interest
         pursuant to its terms;

         (iv) that, unless the Issuer defaults in the payment of the purchase
         price, any Note accepted for payment pursuant to the Offer to Purchase
         shall cease to accrue interest on and after the Payment Date;

         (v) that Holders electing to have a Note purchased pursuant to the
         Offer to Purchase will be required to surrender the Note, together with
         the form entitled "Option of the Holder to Elect Purchase" on the
         reverse side of the Note completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the Business
         Day immediately preceding the Payment Date;

         (vi) that Holders will be entitled to withdraw their election if the
         Paying Agent receives, not later than the close of business on the
         third Business Day immediately preceding the Payment Date, a telegram,
         facsimile transmission or letter setting forth the name of such Holder,
         the principal amount of Notes delivered for purchase and a statement
         that such Holder is withdrawing his election to have such Notes
         purchased; and

         (vii) that Holders whose Notes are being purchased only in part will be
         issued new Notes equal in principal amount to the unpurchased portion
         of the Notes surrendered; provided that each Note purchased and each
         new Note issued shall be in a principal amount of $1,000 or integral
         multiples thereof and further provided that if a Global Note is
         purchased in part, the new Global Note shall be in a denomination equal
         to the principal amount of the unpurchased portion of the Global Note.

         On the Payment Date, the Issuer shall (i) accept for payment on a pro
rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase;
(ii) deposit with the Paying Agent money sufficient to pay the purchase price of
all Notes or portions thereof so accepted; and (iii) deliver, or cause to be
delivered, to the Trustee all Notes or portions thereof so accepted together
with an Officers' Certificate specifying the Notes or portions thereof accepted
for payment by the Issuer. The Paying Agent shall promptly wire to the Holders
of Notes so accepted payment in an amount equal to the purchase price, and the
Trustee shall promptly authenticate and mail to such Holders a new Note equal in
principal amount to any unpurchased portion of the Note surrendered; provided
that each Note purchased and each new Note issued shall be in a principal amount
of $1,000 or


                                       12
<PAGE>


integral multiples thereof. The Issuer will publicly announce the
results of an Offer to Purchase as soon as practicable after the Payment Date.
The Trustee shall act as the Paying Agent for an Offer to Purchase. The Issuer
will comply with Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable, in the event that the Issuer is required to repurchase Notes
pursuant to an Offer to Purchase.

         "Officer's Certificate" of any Person means a certificate signed by an
Authorized Representative of such Person.

         "Operating Agreement" means the Amended and Restated Operating
Agreement dated as of February 28, 1997, between Iroquois Pipeline Operating
Company and the Issuer.

         "Operating Cash Flow" means, for any period, the excess, if any, of (a)
all Revenues received during such period over (b) all Operating Expenses paid
during such period other than any nonrecurring Operating Expenses incurred in
connection with the issuance or retirement of any Senior Debt.

         "Operating Expenses" means, for any period, the sum, computed without
duplication, of all cash operating and maintenance expenses and required
reserves in respect of such expenses of the Issuer, including, without
limitation, (a) expenses of administering and operating the Pipeline and of
maintaining it in good repair and operating condition payable by the Issuer
during such period, (b) direct operating and maintenance costs of the Pipeline
(including, without limitation, all payments due and payable under the Operating
Agreement and any ground leases and excluding any necessary maintenance-level
capital expenditures which are not fully recoverable within one year) payable by
the Issuer during such period, (c) insurance costs payable by the Issuer during
such period, (d) sales and excise taxes payable by the Issuer with respect to
the transportation of natural gas during such period, (e) franchise taxes
payable by the Issuer during such period, (f) federal, state and local income
taxes payable by the Issuer during such period, (g) costs and fees attendant to
the obtaining and maintaining in effect the government approvals payable by the
Issuer during such period and (h) legal, accounting and other professional fees
attendant to any of the foregoing items payable by the Issuer during such
period. Operating Expenses excludes, to the extent otherwise included,
depreciation for such period.

         "Opinion of Counsel" means a written opinion of counsel for any Person
reasonably satisfactory to the intended recipient thereof.

         "Order 636" means the FERC's Order No. 636 issued in 1992.

         "Outstanding" means, with respect to Notes, as of the date of
determination, all Notes authenticated and delivered under the Indenture,
except:

                  (i) Notes canceled by the Trustee or delivered to the Trustee
         for cancellation;

                                       13
<PAGE>


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

                  (iii) Notes as to which defeasance has been effected; and

                  (iv) mutilated, lost or stolen Notes which have been paid or
         in exchange for or in lieu of which other Notes have been authenticated
         and delivered pursuant to the Indenture, other than any such Notes in
         respect of which there shall have been presented to the Trustee proof
         satisfactory to it that such Notes are held by a bona fide purchaser in
         whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an original issue discount
security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon
acceleration of the maturity thereof to such date pursuant to the Indenture, (B)
if, as of such date, the principal amount payable at the stated maturity of a
Note is not determinable, the principal amount of such Note which shall be
deemed to be Outstanding shall be the amount as specified or determined under
the Indenture, (C) the principal amount of a Note denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided in the Indenture, of the principal amount of such Note (or, in the case
of a Note described in clause (A) or (B) above, of the amount determined as
provided in such clause), and (D) Notes owned by the Issuer or any other obligor
upon the Notes or any Partner or any Affiliate of the Issuer or any Partner or
of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, waiver
or other action, only Notes which the Trustee actually knows to be so owned
shall be so disregarded. Notes so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Notes and that
the pledgee is not the Issuer or any other obligor upon the Notes or any
Affiliate of the Issuer or of such other obligor.

         "Partner" means any partner under the Partnership Agreement.

         "Partnership Agreement" means the Amended and Restated Limited
Partnership Agreement, dated February 28, 1997, among the Partners.

         "Paying Agent" means any Person authorized by the Issuer to pay the
principal of and premium, if any, or interest on any Notes on behalf of the
Issuer.

                                       14
<PAGE>


         "Permitted Investments" means (i) any Temporary Cash Investment; (ii)
loans and advances to officers and employees of the Issuer or any of its
Subsidiaries in an aggregate principal amount at any time outstanding not
exceeding $2,000,000; (iii) any Interest Rate Agreement entered into in the
ordinary course of business and not for speculative purposes; (iv) Investments
existing on the Initial Closing Date and set forth on Schedule 1.1 to the
Indenture and any extensions, renewals or reinvestments thereof, so long as the
aggregate amount of all Investments pursuant hereto is not increased at any time
above the aggregate amount of such Investments existing on the date of this
Indenture; (v) Investments representing Capital Stock or obligations issued to
the Issuer or any of its Subsidiaries in settlement of claims against any other
Person by reason of a composition or readjustment of debt or a reorganization of
any debtor of the Issuer or any Subsidiary; (vi) Investments acquired by the
Issuer or any of its Subsidiaries in connection with any Asset Sale permitted
under this Indenture to the extent such Investments are non-cash proceeds; (vii)
Investments consisting of extension of trade credit or security deposits made in
the ordinary course of business and (viii) Investments in businesses or
activities permitted under Section 6.2(h) provided that such Investment is
funded entirely and specifically by a capital contribution to the Issuer by its
Partners in accordance with the Partnership Agreement.

         "Person" means any natural person, corporation, partnership, firm,
association, Government Instrumentality, or any other entity whether acting in
an individual, fiduciary or other capacity.

         "Pipeline" means the 375 mile, mainline interstate pipeline facilities
extending from the United States - Canada border at Waddington, New York, to
South Commack, Long Island, New York, together with all appurtenant facilities
and any future expansions or extensions of these facilities.

         "Place of Payment" means, when used with respect to the Notes of any
series, New York, New York, and the place or places where the principal of and
any premium and interest on the Notes of that series are payable as specified as
contemplated by the Series Supplemental Indenture or Management Committee
Resolution and Officer's Certificate applicable thereto.

         "Predecessor Notes", with respect to any particular Note, shall mean
any previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; for the purposes of this definition, any Note
authenticated and delivered under Section 2.6 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note.

         "Primary Agreements" means the Transportation Agreements, the Shipper
Guarantees and the Operating Agreement and all succeeding agreements thereto.

         "Primary Issue" means the United States Treasury Security having an
average life equal to the Remaining Average Life and trading in the secondary
market at the price closest to par.

                                       15
<PAGE>


         "Projected Debt Service Coverage Ratio" means, at any time of
determination thereof, a projection of the Debt Service Coverage Ratio for a
period which includes, or consists entirely of, future periods, prepared by the
Issuer in good faith based upon assumptions believed by the Issuer to be
reasonable.

         "Property" means any right or interest in or to assets or property of
any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         "Pro Rata Portion" means, with respect to Loss Proceeds (or any other
amount), as of any date, an amount equal to the product of such Loss Proceeds
(or other amount) multiplied by a fraction, (x) the numerator of which shall
equal the principal amount of the Outstanding Notes and (y) the denominator of
which shall equal the sum of (i) the principal amount of the Outstanding Notes
and (ii) the outstanding principal amount of all other Senior Debt at such date
(including, with respect to the Loan Agreement, (a) the Total Revolving Credit
Commitment at such date (or if then terminated, the outstanding principal amount
of the Revolving Credit Loans), and (b) the outstanding principal amount of the
Term Loans).

         "RAP" means regulatory accounting principles.

         "Redeemable Stock" of any Person means any capital stock of such Person
that by its terms or otherwise is required to be redeemed on or prior to its
final maturity date.

         "Redemption Price" means the price to be paid by the Issuer for the
Notes that are redeemed under Section 3.2 or Section 3.3.

         "Registration" shall have the meaning given in Section 6.1(j) hereof.

         "Regular Record Date", for the Stated Maturity of any installment of
principal of any Note of a series, or payment of interest thereon, means the
15th day (whether or not a Business Day) next preceding such Stated Maturity, or
any other date specified for such purpose in the form of the Note of such series
attached to the Management Committee Resolution or Series Supplemental Indenture
relating to such series.

         "Remaining Average Life" means the average life of the remaining
scheduled payments of principal in respect of the Outstanding Notes.

         "Repayment Period" means the six month period beginning with each Debt
Service Payment Date and ending on the day immediately prior to the next Debt
Service Payment Date.

         "Required Rating Agencies" means S&P and Moody's.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer assigned to the Corporate Trust Office, including any managing director,
vice president, assistant vice president, assistant treasurer, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this

                                       16
<PAGE>


Indenture, and also, with respect to a particular matter, any other officer, to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Revenues" means all revenues accruing to the Issuer, calculated in
accordance with GAAP. "Revenues" shall include all cash distributions made to
the Issuer by its Subsidiaries which are not subject to repayment by law or by
contract and shall exclude all revenues accruing to such Subsidiaries which are
not so distributed.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "S&P" means Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc.

         "SEC" means the Securities and Exchange Commission of the United States
or any successor agency.

         "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.

         "Security" shall mean any shares, stock, bonds, debentures, notes,
evidences of indebtedness or any other instruments commonly known as
"securities".

         "Security Register" means any register which the Issuer shall cause to
be kept the Corporate Trust Office of the Trustee (and in any other office or
agency of the Issuer in a place of payment) in which, subject to such reasonable
regulations as it may prescribe, the Issuer provides for the registration of
Notes and of transfers and exchanges of Notes.

         "Security Registrar" means any Person acting as Security Registrar
pursuant to this Indenture.

         "Senior Debt" means Indebtedness in respect of the Notes and the Loan
Agreement and any Additional Senior Indebtedness.

         "Senior Debt Agreements" means all agreements, documents and
instruments evidencing and/or securing the Senior Debt or pursuant to which
Senior Debt is issued.

         "Senior Parties" means the Persons that have extended, or that are
obliged to extend, credit to the Issuer pursuant to the Senior Debt Agreements
and any agent, trustee or similar representative of any such persons appointed
pursuant to any Senior Debt Agreement, including the Trustee.

         "Series Supplemental Indenture" shall mean an indenture supplemental to
this Indenture entered into by the Issuer and the Trustee for the purpose of
establishing, in accordance with this Indenture, the title, form and terms of
the Notes of any series; "Series Supplemental Indentures" shall mean each and
every Series Supplemental Indenture.

                                       17
<PAGE>


         "Shelf Registration Statement" means a registration statement filed
under the Securities Act relating to the offer and sale of any series of Notes
which are not then freely transferable under the Securities Act.

         "Shipper Guarantees" means those agreements providing financial and
performance guarantees to the Issuer on behalf of certain Shippers or under firm
transportation contracts.

         "Shipper Guarantors" means Persons who have executed a Shipper
Guarantee on behalf of a Shipper.

         "Shippers" means those Persons (other than the Issuer) party to the
Transportation Agreements.

         "Significant Subsidiary" means Iroquois Pipeline Operating Company (or
any successor operator of the Pipeline) and any of the Issuer's Subsidiaries
which meet any of the following conditions:

         (1) the Issuer and it's other Subsidiaries' investments in and advances
to such Subsidiary exceed 10 percent of the Issuer's total assets and the
Issuer's Subsidiaries' total assets consolidated as of the end of the most
recently completed fiscal year; or

         (2) the Issuer and it's other Subsidiaries' proportionate share of the
total assets (after intercompany eliminations) of such Subsidiary exceeds 10
percent of the Issuer's total assets and the Issuer's Subsidiaries' total assets
consolidated as of the end of the most recently completed fiscal year; or

         (3) the Issuer and it's other Subsidiaries' equity in the income from
continuing operations before income taxes, extraordinary items and cumulative
effect of a change in accounting principle of such Subsidiary exceeds 10 percent
of such of the Issuer's income and of the Issuer's Subsidiaries consolidated for
the most recently completed fiscal year.

         "Special Record Date" for the payment of any defaulted principal or
interest shall mean a date fixed by the Trustee pursuant to Section 2.6.

         "Stated Maturity" means when used with respect to any Note or any
installment of principal thereof or interest thereon, the date specified in such
note as the fixed date on which the principal of such Note or such installment
of principal and interest is due and payable.

         "Subsidiary" means, with respect to any Person, any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the

                                       18
<PAGE>


time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.

         "Temporary Cash Investment" means any of the following:

                  (i) direct obligations of the United States of America or
         Canada or any agency thereof or obligations fully and unconditionally
         guaranteed by the United States of America or Canada or any agency
         thereof;

                  (ii) time deposit accounts, certificates of deposit and money
         market deposits maturing within 180 days of the date of acquisition
         thereof issued by a bank or trust company which is organized under the
         laws of the United States of America or any state thereof, and which
         bank or trust company has capital, surplus and undivided profits
         aggregating in excess of $250 million and has outstanding debt which is
         rated "A2" by Moody's and "A" by S&P (or such similar equivalent
         rating) or higher or any money-market fund having assets in excess of
         $250 million consisting of obligations described in this clause (ii)
         sponsored by a registered broker dealer or mutual fund distributor;

                  (iii) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (i)
         above entered into with a bank or trust company meeting the
         qualifications described in clause (ii) above;

                  (iv) commercial paper, maturing not more than 90 days after
         the date of acquisition, issued by a corporation (other than an
         Affiliate of the Issuer) organized and in existence under the laws of
         the United States of America or any state thereof with a rating at the
         time as of which any investment therein is made of "P-1" (or higher)
         according to Moody's or "A-1" (or higher) according to S&P; and

                  (v) securities with maturities of six months or less from the
         date of acquisition issued or fully and unconditionally guaranteed by
         any state of the United States of America, or by any political
         subdivision or taxing authority thereof, and rated at least "A" by S&P
         or at least "A2" by Moody's.

         "Total Capitalization" means, as of any date, the sum of (a) the
Indebtedness of the Issuer on such day plus (b) all amounts that would be shown
as Partners' equity on a balance sheet of the Issuer as of such date prepared in
accordance with U.S. GAAP.

         "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

         "Transaction Agreements" means, collectively, the Senior Debt
Agreements and the Primary Agreements.

                                       19
<PAGE>


         "Transfer" shall mean a sale, transfer, assignment, hypothecation,
pledge or other disposition and, when used as a verb, shall have a correlative
meaning.

         "Transportation Agreements" means contracts between the Issuer and the
Shippers for transportation services on the Pipeline which may be firm
transportation contracts that are long-term (multi-year) or short-term (less
than one year) or interruptible transportation contracts.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations promulgated thereunder.

         "Trustee" means The Chase Manhattan Bank, until a successor Trustee
shall have been appointed pursuant to the applicable provisions hereof, and
thereafter means such successor Trustee.

         "U.S. Government Obligations" means direct obligations of the United
States of America or any agency thereof or obligations fully and unconditionally
guaranteed by the United States of America or any agency thereof.

         "Working Capital Lender" means a bank or trust company which is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of America, and which bank
or trust company has capital, surplus and undivided profits aggregating in
excess of $500 million (or the foreign currency equivalent thereof) and has
outstanding debt which is rated "A2" by Moody's and "A" by S&P (or such similar
equivalent rating) or higher.

         SECTION 1.2 Compliance Certificates and Opinions. Except as otherwise
expressly provided by this Indenture, upon any application or request by the
Issuer to the Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Trustee an Officer's Certificate stating that
all conditions precedent, if any, 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, if any, have been
complied with, except that in the case of any particular application or request
as to which the furnishing of documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (a) a statement that each individual signing such certificate
         or opinion or such other officer or employee of the Issuer on whom such
         individual has relied in good faith has read such covenant or condition
         and the definitions relating thereto;

                  (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;

                                       20
<PAGE>


                  (c) a statement that, in the opinion of each such individual,
         or such officer or employee, such examination or investigation as is
         necessary to enable such individual to express an informed opinion as
         to whether or not such covenant or condition has been complied with has
         been made;

                  (d) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with; and

                  (e) in the case of an Officer's Certificate, a statement that
         no Event of Default has occurred and is continuing.

                  SECTION 1.3 Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by or covered by an
opinion of any specified Person, it is not necessary that all such matters be
certified by or covered by the opinion of only one such Person, or that they be
so certified by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matter in one or several documents.

                  Any certificate or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows or has reason to
believe that the certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Issuer stating that the information with respect to each factual
matters is in the possession of the Issuer unless such counsel knows or in the
exercise of reasonable care (without independent investigation) should know that
the certificate or opinion or representations with respect to such matters are
erroneous.

                  Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion unless such
opinion is addressed to and reasonably believed to have been delivered to the
recipient of the Opinion of Counsel.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  SECTION 1.4 Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article 8 hereof, or by

                                       21
<PAGE>


a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when each
instrument or instruments or record, or both, are delivered to and received by a
Responsible Officer of the Trustee and, when it is specifically required herein,
to the Issuer. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments and so voting
at any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 4.2 hereof) conclusive in favor of the Trustee if made
in the manner provided in this Section 1.4. The record of any meeting of Holders
of Notes shall be proved in the manner provided in Section 8.6 hereof. All such
instruments and other evidence of any Act shall be retained by the Trustee and
made available for inspection at its Corporate Trust Office by any Holder or
prospective Holder.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer, and where such execution is by
an officer of a corporation or association or of a partnership on behalf of such
corporation, association or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

                  (c) The principal amount and serial numbers of Notes held by
any Person, and the date or dates of holding the same, shall be proved by the
Security Register, and the Trustee shall not be affected by notice to the
contrary.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the
transfer thereof or the exchange therefor or in lieu thereof, whether or not
notation of such action is made upon such Note.

                  (e) Until such time as written instruments shall have been
delivered with respect to the requisite percentage of principal amount of Notes
for the action contemplated by such instruments, any such instrument executed
and delivered by or on behalf of a Holder of Notes may be revoked with respect
to any or all of such Notes by written notice by such Holder or any subsequent
Holder, proven in the manner in which such instrument was proven.

                  (f) Notes of any series authenticated and delivered after any
Act of Holders may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any action taken by such Act of Holders. If
the Issuer shall so determine, new Notes of any series so modified as to
conform, in the opinion of the Trustee and the

                                       22
<PAGE>


Issuer, to such action, may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding Notes of
such series.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to sign any instrument
evidencing or embodying an Act of the Holders. If a record date is fixed, those
persons who were Holders at the close of business on such record date (or their
duly appointed agents), and only those persons, shall be entitled to sign any
such instrument evidencing or embodying an Act of Holders or to revoke any such
instrument previously signed, whether or not such persons continue to be Holders
after such record date. No such instrument shall be valid or effective if signed
more than 90 days after such record date and may be revoked as provided in
paragraph (e) above.

                  SECTION 1.5 Notices, etc. to Trustee or the Issuer. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                  (a) the Trustee by any Holder, by the Issuer or by an
         Authorized Agent shall be sufficient for every purpose hereunder if
         made, given, furnished, filed in writing or transmitted by facsimile to
         and received by a Responsible Officer of the Trustee at its Corporate
         Trust Office, Facsimile No.: 212-946-8177, or

                  (b) the Issuer by the Trustee, by any Holder or by an
         Authorized Agent shall be sufficient for every purpose hereunder if
         transmitted by facsimile or in writing and mailed, first-class postage
         prepaid, to the Issuer addressed to it at the fax number or address, as
         the case may be, of its principal office or at any other address
         previously furnished in writing to the Trustee by the Issuer for such
         purpose.

                  SECTION 1.6 Notices to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder, at its address as it appears in the
Security Register, not later than the latest date and not earlier than the
earliest date prescribed for the giving of such notice. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice for the purposes of this
Indenture. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders, and any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given.

                  SECTION 1.7 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be

                                       23
<PAGE>


included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provisions shall control.

                  SECTION 1.8 Execution in Counterparts. This instrument may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one of the same instrument.

                  SECTION 1.9 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 1.10 Successors and Assigns. All covenants and
agreements in this Indenture by the Trustee and the Issuer shall bind and, to
the extent permitted hereby, shall inure to the benefit of and be enforceable by
their respective successors and assigns, whether so expressed or not. The Issuer
may not assign or otherwise transfer any of its rights under this Agreement.

                  SECTION 1.11 Severability Clause. In case any provision in
this Indenture or in the Notes 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 1.12 Benefits of Indenture. Nothing in this Indenture
or in the Notes, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders of Notes, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 1.13 GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                                       24
<PAGE>


                  SECTION 1.14 Legal Holidays. In any case where the
Determination Date or the Stated Maturity of any Note or of any installment of
principal thereof or payment of interest thereon, or any date on which any
Defaulted Interest is proposed to be paid, shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or such Note) payment of
interest, principal or premium, if any, need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on the Determination Date or at the Stated Maturity, or on the date on
which the Defaulted Interest is proposed to be paid, and, except as provided in
a Series Supplemental Indenture or Management Committee Resolution and Officer's
Certificate issued pursuant thereto setting forth the terms established for such
Note, if such payment is timely made, no interest shall accrue for the period
from and after such Determination Date or Stated Maturity, or date for the
payment of Defaulted Interest, as the case may be, to the date of such payment.

                                   ARTICLE 2

                                   THE NOTES

                  SECTION 2.1 Amount; Issuable in Series. The aggregate
principal amount of Notes that may be authenticated and delivered under this
Indenture is unlimited.

                  The Notes may be issued in one or more series. There shall be
established in or pursuant to a Management Committee Resolution and set forth or
determined in the manner provided in an Officer's Certificate, or established in
one or more Series Supplemental Indentures and in substantially the form
appended to such Series Supplemental Indenture, prior to the issuance of Notes
of any series, the terms of such series, which may include the following:

                  (a) the title of the Notes of such series (which shall
         distinguish the Notes of such series from all other Notes) and the form
         or forms of Notes of each series;

                  (b) any limit upon the aggregate principal amount of the Notes
         of such series that may be authenticated and delivered under this
         Indenture (except for Notes authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Notes of such series pursuant to Sections 2.3, 2.4, 2.5, or 3.6 hereof
         and except for Notes that, pursuant to the last paragraph of Section
         2.2 hereof, are deemed never to have been authenticated and delivered
         hereunder);

                  (c) the date or dates on which the principal of the Notes of
         such series is payable, the amounts of principal payable on such date
         or dates and the Regular Record Date for the determination of Holders
         to whom principal is payable; and the date or dates on or as of which
         the Notes of such series shall be dated, if other than as provided in
         Section 2.2 hereof:

                  (d) the rate or rates at which the Notes of such series shall
         bear interest, or the method by which such rate or rates shall be
         determined, the date or dates

                                       25
<PAGE>


         from which such interest shall accrue, the interest payment dates on
         which such interest shall be payable and the Regular Record Date for
         the determination of Holders to whom interest is payable and the basis
         of computation of interest;

                  (e) if other than as provided in Section 4.13 hereof, the
         place or places where (i) the principal of, premium, if any, and
         interest on Notes of such series shall be payable, (ii) Notes of such
         series may be surrendered for registration of transfer or exchange and
         (iii) notices and demands to or upon the Issuer in respect of the Notes
         of such series and this Indenture may be served;

                  (f) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Notes of such series may
         be redeemed, in whole or in part, at the option of the Issuer;

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

                  (h) whether Notes of such Series shall initially be
         represented by Global Notes and/or Definitive Notes and, if other than
         minimum denominations of $100,000 and any integral multiple of $1,000
         in excess thereof, the denominations in which Notes of such series
         shall be issuable;

                  (i) the restrictions or limitations, if any, on the transfer
         or exchange of the Notes of such series (if different from that
         provided in Section 2.4 hereof);

                  (j) any other terms of such series (which terms shall not be
         inconsistent with the provisions of this Indenture);

                  (k) any trustees, authenticating or paying agents, warrant
         agents, transfer agents or registrars with respect to the Notes of such
         series; and

                  (l) CUSIP or other identification numbers applicable to such
         Notes.

                  All Notes of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Management Committee Resolution referred to above and set forth in the
Officer's Certificate referred to above or in any Series Supplemental Indenture
hereto.

                  If any of the terms of the Notes, including the form of Note
of such series, are established by action taken pursuant to a Management
Committee Resolution, a copy of an appropriate record of such action shall be
certified by an Authorized Representative, and delivered to a Responsible
Officer of the Trustee at or prior to the delivery of the Issuer Order
contemplated by Section 2.2 for the authentication and delivery of such series
of Notes

                                       26
<PAGE>


                  SECTION 2.2 Execution, Authentication, Delivery and Dating.
The Notes of any series shall be executed on behalf of the Issuer by an
Authorized Representative of the Issuer. The signature of any Authorized
Representative on the Notes may be manual or facsimile.

                  Notes bearing the manual or facsimile signatures of
individuals who were at the time of execution the proper officers of the Issuer
shall bind the Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of such Notes.

                  Subject to Section 2.4 hereof, at any time and from time to
time after the execution and delivery of this Indenture, the Issuer may deliver
Notes of any series executed by the Issuer to the Trustee for authentication,
together with an Issuer Order for the authentication and delivery of such Notes,
and the Trustee in accordance with the Issuer Order shall authenticate and
deliver such Notes. In authenticating such Notes, and accepting any additional
responsibilities under this Indenture in relation to such Notes, the Trustee
shall be entitled to receive prior to authentication, and shall be fully
protected in relying upon, an Opinion of Counsel stating,

                  (a) the form of such Notes has been established in conformity
         with the provisions of this Indenture;

                  (b) that the terms of such Notes have been established in
         conformity with the provisions of this Indenture; and

                  (c) that such Notes have been duly authorized and, when
         authenticated and delivered by the Trustee and issued by the Issuer in
         the manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute valid and legally binding obligations of the
         Issuer, enforceable against the Issuer in accordance with their terms
         (subject to customary qualifications or exceptions) and entitled to the
         benefits of this Indenture.

                  Each Note shall be dated the date of its authentication.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee
for cancellation as provided in Section 2.8 hereof, for all purposes of this
Indenture such Note shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                  SECTION 2.3 Temporary Notes. Pending the preparation of
definitive Notes of any series, the Issuer may execute, and upon Issuer Order
the Trustee shall

                                       27
<PAGE>


authenticate and deliver, temporary Notes of such series which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Notes of such series
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers of the Issuer
executing the same may determine, as evidenced by their execution of such Notes.

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

                  SECTION 2.4 Registration, Registration of Transfer and
Exchange.

                  (a) General. The Issuer shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency of the Issuer in a Place of
Payment being herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Issuer shall provide for the registration of Notes and of transfers and
exchanges of Notes. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Notes and transfers and exchanges of Notes as herein
provided.

                  Notwithstanding anything to the contrary set forth herein, the
Trustee shall not be required and shall have no obligation to monitor compliance
with any federal or state securities laws.

                  Upon surrender for registration of transfer of any Notes at
the office or agency of the Issuer in a Place of Payment for that series, the
Issuer shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Notes of the
same series of any authorized denominations and of like tenor and aggregate
principal amount.

                  At the option of the Holder, Notes of any series, other than a
Global Note, may be exchanged for other Notes of such series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.

                                       28
<PAGE>


                  All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

                  Every Note presented or surrendered for registration of
transfer or for exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Security
Registrar duly executed, by the Holder thereof or its attorney duly authorized
in writing.

                  No service charge shall be made for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3, 2.4, 2.5, or 3.6 hereof not involving any
transfer.

                  If any Notes of any series are to be redeemed in part, the
Issuer shall not be required (A) to issue, register the transfer or exchange
such Notes during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Notes of such
series selected for redemption under Section 3.4 hereof and ending at the close
of business on the day of such mailing or (B) to issue, register the transfer of
or exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

                  As used in this Section 2.4, the term "transfer" encompasses
any sale, pledge or other transfer of any Notes referred to herein.

                  (b) Global Notes. This Section 2.4(b) shall apply to Global
Notes of any series.

                  (i) Each Global Note authenticated under this Indenture shall
         be registered in the name of the Depositary designated for such Global
         Note or a nominee thereof and delivered to such Depositary or a nominee
         thereof or custodian therefor, and each such Global Note shall
         constitute a single Note for all purposes of this Indenture. The Notes
         of any series may be represented by one or more Global Notes.

                  (ii) Subject to Section 2.4(c), no Global Note may be
         exchanged in whole or in part for Notes registered, and no transfer of
         a Global Note in whole or in part may be registered, in the name of any
         Person other than the Depositary for such Global Note or a nominee
         thereof unless (A) the Issuer has notified a Responsible Officer of the
         Trustee in writing that the Depositary (1) is no longer willing or able
         to act as Depositary for such Global Note or (2) has ceased to be a
         clearing agency registered under the Exchange Act, and, in either case,
         a successor Depositary is not appointed within 90 days thereof, (B) the
         Issuer executes and delivers to a Responsible Officer of the Trustee an
         Issuer Order providing that such Global Note shall be so transferable,
         registrable and exchangeable, and such


                                       29
<PAGE>

         transfers shall be registrable, (C) the Global Note or an interest
         therein is to be transferred to an Institutional Accredited Investor or
         (D) there shall have occurred and be continuing an Event of Default
         with respect to the Notes. Any Global Note exchanged pursuant to
         subclause (A) above shall be so exchanged in whole and not in part and
         any Global Note exchanged pursuant to subclause (B) or (C) above may be
         exchanged in whole or from time to time in part as directed by the
         Depositary for such Global Note. Notwithstanding any other provision in
         this Indenture, a Global Note to which the restriction set forth in the
         second preceding sentence shall have ceased to apply may be transferred
         only to, and may be registered and exchanged for Notes registered only
         in the name or names of, such Person or Persons as the Depositary for
         such Global Note shall have directed, and no transfer thereof other
         than such a transfer may be registered.

                  (iii) Subject to clause (ii) above, any exchange of a Global
         Note for other Notes may be made in whole or in part, and all Notes
         issued in exchange for a Global Note or any portion thereof shall be
         registered in such name or names as the Depositary for such Global Note
         shall direct.

                  (iv) Every Note authenticated and delivered upon registration
         of transfer of, or in exchange for or in lieu of, a Global Note or any
         portion thereof, whether pursuant to this Section, Section 2.2 or 3.6
         hereof or otherwise, shall be authenticated and delivered in the form
         of, and shall be, a Global Note, unless such Note is registered in the
         name of a Person other than the Depositary for such Global Note or a
         nominee thereof.

                  (c) Definitive Notes. Notes sold in the United States to
institutions that are "accredited investors" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act ("Institutional Accredited
Investors") and that are not "qualified institutional buyers" as defined in Rule
144A shall be issued in the form of definitive securities ("Definitive Notes")
in registered form, substantially in the form set forth in the relevant Series
Supplemental Indenture, with such legends as shall be applicable thereto.
Definitive Notes shall be duly executed by the Issuer and authenticated by the
Trustee as herein provided.

                  SECTION 2.5 Mutilated, Destroyed, Lost and Stolen Notes. If
(a) any mutilated Note is surrendered to the Trustee or the Issuer, or if the
Security Registrar and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note and (b) there is delivered to the Issuer,
the Security Registrar and the Trustee evidence to their satisfaction of the
ownership and authenticity thereof, and such security or indemnity satisfactory
to them as may be required by them to save each of them harmless, then, in the
absence of notice to the Issuer, the Security Registrar or the Trustee that such
Note has been acquired by a bona fide purchaser, the Issuer shall execute and,
upon the Issuer's written request, the Trustee shall authenticate and make
available for delivery in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Bond, a new Note, of the same series, of like tenor
(including the same date of issuance) and equal face amount of principal,
registered in the same manner, dated the date of its authentication and bearing
interest from the date to which interest has been paid on such

                                       30
<PAGE>


Note, in lieu of and substitution for such Note. If, after delivery of such new
Note, a bona fide purchaser of the original Note in lieu of which such new Note
was issued presents for payment such original Note, the Issuer and the Trustee
shall be entitled to recover such new Note from the Person to whom it was
delivered or any Person taking therefrom, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expenses incurred by the Issuer or the
Trustee in connection therewith.

                  In case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable (excluding any payment of principal
other than the final installment of principal) the Issuer in its discretion may,
instead of issuing a new Note, pay such Note without surrender thereof (except
in the case of a mutilated Note) if the applicant for such payment shall furnish
to the Issuer and the Trustee such reasonable security or indemnity as they may
require to save each of them harmless, and in case of destruction, loss or
theft, evidence to the satisfaction of the Issuer and the Trustee of the
destruction, loss or theft of such Note.

                  Upon the issuance of any new Note under this Section, the
Issuer and the Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

                  Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the security and benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  SECTION 2.6 Payments; Interest and Principal Rights Preserved.
Principal and interest on any Note which is payable, and is punctually paid or
duly provided for, on any Debt Service Payment Date shall be paid to the Person
in whose name that Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such principal or interest.

                  Any principal or interest on any Note of any series which is
payable, but is not punctually paid or duly provided for, on any Debt Service
Payment Date (herein called "Defaulted Interest" or "Defaulted Principal", as
the case may be) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest or Defaulted Principal, as the case may be, may be paid by
the Issuer, at its election in each case, as provided in clause (a) or (b)
below:

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<PAGE>


                  (a) The Issuer may elect to make payment of any Defaulted
         Interest or Defaulted Principal, as the case may be, to the Persons in
         whose names the Notes of such series (or their respective Predecessor
         Notes) are registered at the close of business on a Special Record Date
         for the payment of such Defaulted Interest or Defaulted Principal, as
         the case may be, which shall be set in the following manner. The Issuer
         shall notify a Responsible Officer of the Trustee in writing of the
         amount of Defaulted Interest or Defaulted Principal, as the case may
         be, proposed to be paid on each Note of such series and the date of the
         proposed payment, and at the same time the Issuer 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 Defaulted
         Principal, as the case may be, 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 or Defaulted
         Principal, as the case may be, as in this clause provided. Thereupon,
         the Issuer shall fix a Special Record Date for the payment of such
         Defaulted Interest or Defaulted Principal, as the case may be, which
         shall be not more than 25 days and not less than 10 days prior to the
         date of the proposed payment and not less than 20 days after the
         receipt by a Responsible Officer of the Trustee of the notice of the
         proposed payment. The Trustee shall promptly, in the name and at the
         expense of the Issuer, cause notice of the proposed payment of such
         Defaulted Interest or Defaulted Principal, as the case may be, and the
         Special Record Date therefor to be given to each Holder of Notes of
         such series in the manner set forth in Section 1.6, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest or Defaulted Principal, as the case may be,
         and the Special Record Date therefor having been so mailed, such
         Defaulted Interest or Defaulted Principal, as the case may be, shall be
         paid to the Persons in whose names the Notes of such series (or their
         respective Predecessor Notes) are registered at the close of business
         on such Special Record Date and shall no longer be payable pursuant to
         the following clause (b).

                  (b) The Issuer may make payment of any Defaulted Interest or
         Defaulted Principal, as the case may be, on the Notes of such series in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Notes may be listed, and upon such
         notice as may be required by such exchange, if, after written notice
         given by the Issuer to a Responsible Officer of the Trustee of the
         proposed payment pursuant to this clause, such manner of payment shall
         be deemed practicable by the Trustee.

                           Subject to the foregoing provisions of this Section,
         each Note delivered under this Indenture upon registration of transfer
         of or in exchange for or in lieu of any other Note shall carry the
         rights to interest accrued and unpaid, and to accrue, which were
         carried by such other Note.

                  SECTION 2.7 Persons Deemed Owners. Subject to Section 2.5,
prior to due presentment of a Note for registration of transfer, the Issuer, the
Trustee and any agent of the Issuer or the Trustee shall treat the Person in
whose name such Note is

                                       32
<PAGE>


registered as the owner of such Note for the purpose of receiving payment of
principal of and any premium and any interest on such Note and for all other
purposes whatsoever, whether or not payments on such Note be overdue, and
neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall
be affected by notice to the contrary.

                  SECTION 2.8 Cancellation; Purchase by the Issuer.

                  (a) All Notes surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly canceled by it. The Issuer may at any time
deliver to the Trustee for cancellation together with a written direction from
an Authorized Representative of the Issuer any Notes previously authenticated
and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Notes previously authenticated hereunder
which the Issuer has not issued and sold, and all Notes so delivered shall be
promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or
in exchange for any Notes canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Notes held by the Trustee
shall be disposed of in accordance with its customary procedure in effect from
time to time.

                  (b) The Issuer may at any time purchase any Note in the open
market or otherwise at any price.

                  SECTION 2.9 Computation of Interest.

                  (a) Except as otherwise contemplated by Section 2.1 for the
Notes of a series, interest on the Notes of such series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

                  SECTION 2.10 CUSIP Numbers. The Issuer in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption and related materials as a
convenience to Holders; provided that the Trustee shall assume no responsibility
for the accuracy of such numbers either as printed on the Notes or as contained
in any notice and any such redemption or other notice shall not be affected by
any defect in or omission of such numbers.

                  SECTION 2.11 Source of Payments Limited; Rights and
Liabilities of the Issuer. The Holders shall have no recourse with respect to
the non-performance of the obligations of the Issuer to make payments of
principal of, premium, if any, and interest on the Notes against any Person
other than the Issuer, including, but not limited to, the Partners or any
Affiliate of any Partners or of the Issuer or any partner, incorporator,
officer, director or employee thereof, or with respect to the assets or
properties thereof (collectively, the "Nonrecourse Persons").

                  SECTION 2.12 Allocation of Principal and Interest. Each
payment of principal of and premium, if any, and interest on each Note shall be
applied, first, to the payment of accrued but unpaid interest on such Note (as
well as any interest on overdue

                                       33
<PAGE>


principal or, to the extent permitted by applicable law, overdue interest) to
the date of such payment; second, to the payment of the principal amount of and
premium, if any, on such Note then due (including any overdue installment of
principal) thereunder; and third, the balance, if any, to the payment of the
principal amount of such Note remaining unpaid.

                  SECTION 2.13 Parity of Notes; Ranking. All Notes of the same
series issued and Outstanding hereunder rank on a parity with each other Note of
the same series and with all Notes of each other series, without preference,
priority or distinction of any one thereof over any other by reason of
difference in time of issuance or otherwise, and each Note of a series shall be
entitled to the same benefits under this Indenture as each other Note of the
same series and with all Notes of each other series. The Notes shall rank at
least pari passu with any existing Senior Debt of the Issuer and shall be senior
to all other Indebtedness.

                  SECTION 2.14 Book Entry. In the event the Notes are issued as
Global Notes with the Depositary: (i) the Trustee may deal with the Depositary
as the authorized representative of the Holders; (ii) the rights of the Holders
shall be exercised only through the Depositary and shall be limited to those
established by law and agreement between the Holders and the Depositary and/or
direct participants of the Depositary; (iii) the Depositary will make book-entry
transfers among the direct participants of the Depositary and will receive and
transmit distributions of principal, interest and other amounts on the Notes to
such direct participants; and (iv) the direct participants of the Depositary
shall have no rights under this Indenture under or with respect to any of the
Notes held on their behalf by the Depositary, and the Depositary may be treated
by the Trustee and its agents, employees, officers and directors as the absolute
owner of the Notes for all purposes whatsoever.

                                   ARTICLE 3

                               REDEMPTION OF NOTES

                  SECTION 3.1 Applicability of Article. Notes of any series that
are subject to redemption before their Stated Maturity (or, if the principal of
the Notes of any series is payable in installments, the Stated Maturity of the
final installment of the principal thereof) shall be redeemed in accordance with
their terms and (except as otherwise specified in the Series Supplemental
Indenture or Management Committee Resolution and Officer's Certificate issued
pursuant thereto creating such series) in accordance with this Article 3.

                  SECTION 3.2 Mandatory Redemption of Notes. Unless otherwise
provided in a Series Supplemental Indenture or Management Committee Resolution
and Officer's Certificate issued pursuant thereto, upon the occurrence of (a) a
Catastrophic Loss, or (b) a Material Loss in the event that the Issuer does not
use the Loss Proceeds received to rebuild or repair the Pipeline or otherwise
render the Pipeline fit for normal use, the Issuer shall redeem Notes in an
amount equal to the Pro Rata Portion of the Loss Proceeds (which Pro Rata
Portion shall be calculated as at the date which is two Business

                                       34
<PAGE>


Days prior to the Determination Date of such redeemed Notes), in whole or in
part ratably among each series at a Redemption Price equal to all unpaid
principal thereof plus accrued and unpaid interest thereon to the Determination
Date on a Determination Date to be determined by the Issuer, which shall fall
within three (3) months after the date on which the Loss Proceeds are received
by or on behalf of the Issuer.

                  SECTION 3.3 Redemption at the Issuer's Option. Unless
otherwise provided in a Series Supplemental Indenture or Management Committee
Resolution and Officer's Certificate issued pursuant thereto, the Issuer shall
have the right at any time to redeem all or any portion of the Outstanding Notes
of any series, in whole or in part, ratably among each series at a Redemption
Price equal to the unpaid principal amount thereof to be redeemed plus accrued
and unpaid interest thereon to the Determination Date, plus the Make-Whole
Premium, if any, on a Determination Date to be delivered by the Issuer.

                  SECTION 3.4 Delivery of Notices and Certificates.

                  (a) The Issuer shall promptly notify a Responsible Officer of
the Trustee in writing, of any event giving rise or potentially giving rise to a
mandatory or optional redemption as specified in Section 3.2 or 3.3 hereof. In
case of any redemption pursuant to Section 3.2, the Issuer shall, no later than
45 days prior to the Determination Date, deliver to a Responsible Officer of the
Trustee an Officer's Certificate, describing the occurrence of the event and an
estimate of the amount of the Catastrophic Loss. Subject to the requirements set
forth in clause (d) below, if the Issuer elects to redeem any Notes pursuant to
Section 3.3 hereof, the Issuer shall, at least 60 days prior to the
Determination Date as established by the Issuer in consultation with the Trustee
(unless a shorter notice period shall be satisfactory to the Trustee), deliver
to a Responsible Officer of the Trustee an Issuer Order specifying the
Determination Date to be established hereunder and principal amount of Notes to
be redeemed which Issuer Order shall contain the other information required by
the Trustee under Section 3.4(b) below.

                  (b) Except as otherwise specified in the terms of the Notes to
be redeemed or in the Series Supplemental Indenture or Management Committee
Resolution and Officer's Certificate applicable thereto, the Issuer shall give
notice of the event giving rise to a redemption pursuant to Section 3.2 or 3.3
hereunder, at its expense, in the manner provided in Section 1.6 hereof to the
Holders of Notes of such series to be redeemed at least 30 days but not more
than 60 days prior to the Determination Date, as the case may be. All notices of
redemption shall state, as applicable:

                           (i) the Determination Date;

                           (ii) the Redemption Price, specifying the Make-Whole
                  Premium payable on redemption, if any;

                           (iii) that on the Determination Date, interest
                  thereon will cease to accrue on and after said date; and

                                       35
<PAGE>


                           (iv) the Place or Places of Payment, if any, where
                  such Notes are to be surrendered for payment of the Redemption
                  Price.

                  (c) The Trustee shall promptly notify the Issuer in writing of
the Notes selected for redemption and, in the case of any Notes to be redeemed
in part, the principal amount thereof to be redeemed.

                  (d) In the case of any redemption of Notes (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Notes, the Series Supplemental Indenture relating thereto or elsewhere in this
Indenture or (ii) pursuant to an election of the Issuer that is subject to a
condition specified in the terms of such Notes or of the Series Supplemental
Indenture or Management Committee Resolution and Officer's Certificate relating
thereto, the Issuer shall furnish a Responsible Officer of the Trustee with an
Officer's Certificate evidencing compliance with such restriction or condition.

                  SECTION 3.5 Deposit of Redemption Price. Not later than 10:00
a.m. New York City time on or prior to any Determination Date, the Issuer shall
deposit with the Trustee or with a Paying Agent an amount of money sufficient to
pay the Redemption Price of, and (except if the Determination Date shall be an
Interest Payment Date) accrued interest on, all the Notes which are to be
redeemed on that date.

                  SECTION 3.6 Redemption of and Payment on Notes. Notice of
redemption having been given as aforesaid, and the conditions, if any, set forth
in such notice having been satisfied, the Notes or portions thereof so to be
redeemed shall, on the Determination Date, become due and payable, and from and
after such date such Notes or portions thereof shall cease to bear interest;
provided, however, that any payment of interest on any Note, the Stated Maturity
of such payment of interest is on or prior to the Determination Date, shall be
payable to the Holder of such Note or one or more Predecessor Notes, registered
as such at the close of business on the related Regular Record Date according to
the terms of such Note and subject to the provisions of Section 2.6 hereof.

                  SECTION 3.7 Notes Redeemed in Part.

                  (a) Any Note that is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer and the
Trustee duly executed by, the Holder thereof or its attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Note without service charge, a
new Note or Notes of the applicable series, of any authorized denomination
requested by such Holder and of like tenor and in aggregate principal amount
equal to and in exchange for the remaining unpaid principal amount of the Note
so surrendered; provided, that if a Global Note is so surrendered, the new
Global Note shall be in a denomination equal to the unredeemed portion of the
principal of the Global Note so surrendered.

                                       36
<PAGE>


                  (b) Except as otherwise specified in the terms of the Notes or
provided in the related Series Supplemental Indenture or Management Committee
Resolution and Officer's Certificate issued pursuant thereto, if less than all
the Notes are to be redeemed pursuant to Section 3.2 or 3.3 hereof, the
particular Notes to be redeemed shall be selected by the Trustee from the
Outstanding Notes not previously called for redemption in whole, by such method
(including pro rata and by lot) as the Trustee shall deem fair and appropriate.

                  (c) For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of the Notes shall
relate, in the case of any Notes redeemed or to be redeemed only in part, to the
portion of the principal amount of such Notes that has been or is to be
redeemed.

                  SECTION 3.8 Cancellation of Notes. All Notes redeemed under
any of the provisions of this Indenture shall forthwith be canceled.

                                   ARTICLE 4

                             CONCERNING THE TRUSTEE

                  SECTION 4.1 Duties and Responsibilities of Trustee; During
Default; Prior to Default. With respect to the Holders of Notes of any series
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Notes of such series and after the curing or waiving of all
Events of Default which may have occurred with respect to the Notes of such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Notes of any series 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 his or her own affairs.

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

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

                           (i) the duties and obligations of the Trustee with
                  respect to such Notes 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 as are specifically set forth in this Indenture,
                  and no implied covenants or obligations shall be read into
                  this Indenture against the Trustee; and

                                       37
<PAGE>


                           (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 statements, certificates or opinions
                  furnished to the Trustee and conforming to the requirements of
                  this Indenture; but in the case of any such statements,
                  certificates or opinions which by any provision hereof are
                  specifically required to be furnished to the Trustee, the
                  Trustee shall be under a duty to examine the same to determine
                  whether or not they conform to the requirements of this
                  Indenture (but need not confirm or investigate the accuracy of
                  mathematical computations or other facts stated therein);

                  (b) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee, unless it shall be conclusively determined by a court of
         competent jurisdiction that the Trustee was grossly negligent in
         ascertaining the pertinent facts;

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Issuer or the Holders given under this Indenture; and

                  (d) none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         any liability, financial or otherwise, in the performance of any of its
         duties or in the exercise of any of its rights or powers, if there
         shall be reasonable ground for believing that the repayment of such
         funds or indemnity satisfactory to it against such liability is not
         reasonably assured to it.

                  Except as otherwise specifically provided herein, (i) all
references in this Indenture to the Trustee shall be deemed to refer to the
Trustee in its capacity as Trustee and in its capacity as Security Registrar and
Paying Agent and (ii) every provision of this Indenture relating to the conduct
or affecting the liability or offering protection, immunity or indemnity to the
Trustee shall be deemed to apply with the same force and effect to the Trustee
acting in its capacity as Security Registrar and Paying Agent.

                  SECTION 4.2 Certain Rights and Duties of Trustee. Subject to
Section 4.1 hereof and the Trust Indenture Act, in performing its duties and
exercising its powers hereunder:

                  (a) The Trustee may conclusively rely and shall be fully
         protected in acting, or refraining from acting, upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, Note, debenture or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties or with respect to any action it takes or omits to
         take in good faith in accordance with a direction received by it from
         Holders holding a sufficient percentage of Notes of any series to give
         such direction as permitted by this Indenture.

                                       38
<PAGE>


                  (b) Any request, direction, order or demand of the Issuer
         mentioned herein shall be sufficiently evidenced by an instrument
         signed in the name of the Issuer by an Authorized Representative
         (unless other evidence in respect thereof be herein specifically
         prescribed); and any Management Committee Resolution may be evidenced
         to the Trustee by a copy thereof certified by the Secretary or an
         Assistant Secretary of the General Partner of the Issuer.

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

                  (d) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture and may refuse
         to perform any duty or exercise any such rights or powers unless it
         shall have been offered security or indemnity satisfactory to it
         against the costs, expenses and liabilities which may be incurred
         therein or thereby.

                  (e) The Trustee shall not be liable for any action taken,
         suffered 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 or with respect to any action it takes or
         omits to take in good faith in accordance with a direction received by
         it from Holders holding a sufficient percentage of Notes to give such
         direction as permitted by this Indenture.

                  (f) 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, consent,
         order, approval, appraisal, Note, debenture or other paper or document
         unless requested in writing so to do by the Holders of not less than a
         majority in aggregate principal amount of the Notes then Outstanding;
         provided, that, if the payment within a reasonable time to the Trustee
         of the costs, expenses or liabilities likely to be incurred by it in
         the making of such investigation is, in the opinion of the Trustee, not
         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 expenses or liabilities as a condition to so proceeding.
         The reasonable expense of every such investigation shall be paid by the
         Issuer or, if paid by the Trustee, shall be repaid by the Issuer upon
         demand.

                  (g) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder or thereunder either directly
         or by or through agents, nominees, custodians or attorneys, and the
         Trustee shall not be responsible for the willful misconduct or
         negligence on the part of or for the supervision of any agent, nominee,
         custodian or attorney appointed with due care by it hereunder or
         thereunder.

                                       39
<PAGE>


                  (h) If an Event of Default known to the Trustee has occurred
         and is continuing, the Trustee shall exercise such of the rights and
         powers vested in it by this Indenture and use the same degree of care
         and skill in their exercise as a prudent person would exercise or use
         under the circumstances in the conduct of his or her own affairs.

                  (i) Every provision of this Indenture that in any way relates
         to the Trustee is subject to this Article 4.

(j)      The Trustee shall not be charged with knowledge of an Event of Default
         unless a Responsible Officer of the Trustee obtains actual knowledge of
         such event or the Trustee receives written notice of such event from
         the Issuer or Holders owning Notes aggregating not less than 10% of the
         outstanding principal amount of the Notes.

                  (k) The Trustee shall have no duty to monitor the performance
         of the Issuer, nor shall it have any liability in connection with the
         malfeasance or nonfeasance by the Issuer.

                  (l) The Trustee shall have no obligation to invest and
         reinvest any cash held in the absence of timely and specific written
         investment direction from the Issuer. In no event shall the Trustee be
         liable for the selection of investments or for investment losses
         incurred thereon. The Trustee shall have no liability in respect of
         losses incurred as a result of the liquidation of any investment prior
         to its stated maturity or the failure of the Issuer to provide timely
         written investment direction.

                  SECTION 4.3 Trustee Not Responsible for Recitals, Etc. The
recitals contained herein and in the Notes, except the Trustee's certificate of
authentication, shall be taken as the statements of the Issuer, 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
Notes or of the offering materials used in connection with the offering for sale
or sale of the Notes. The Trustee shall not be accountable for the use or
application by the Issuer of any of the Notes or of the proceeds of such Notes.

                  SECTION 4.4 Trustee and Others May Hold Notes. The Trustee, or
any Paying Agent or Security Registrar or any other Authorized Agent of the
Trustee, or any Affiliate thereof, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Issuer or
any other obligor on the Notes with the same rights it would have if it were not
Trustee, Paying Agent, Security Registrar or such other Authorized Agent.

                  SECTION 4.5 Monies Held by Trustee or Paying Agent. All monies
received by the Trustee or any Paying Agent 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.

                                       40
<PAGE>


                  SECTION 4.6 Compensation of Trustee and Its Lien. The Issuer
covenants and agrees to pay to the Trustee (all references in this Section 4.6
to the Trustee shall be deemed to apply to the Trustee in its capacities as
Trustee, Paying Agent and Securities Registrar) from time to time, and the
Trustee shall be entitled to, compensation for all services rendered by it
hereunder in such amounts as may be agreed to from time to time by the Trustee
and the Issuer, and, except as herein otherwise expressly provided, the Issuer
will pay or reimburse the Trustee upon its request for all reasonable expenses,
advances and disbursements incurred or made by the Trustee in accordance with
any of the provisions of this Indenture and the other Transaction Documents
(including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and of all persons not regularly employed by it)
except any such expense or disbursement as may arise from its gross negligence
or bad faith. If any property other than cash shall at any time be subject to
the lien of this Indenture, 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, but shall not be required, to make advances for the purpose of
preserving such property or of discharging tax liens or other prior liens or
encumbrances thereon. The Issuer also covenants and agrees to indemnify and
defend the Trustee and its officers, directors, employees and agents for, and to
hold them harmless against, any loss, liability, claim, damage or expense
(including the reasonable compensation and expenses and disbursements of its
counsel) incurred without gross negligence or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder and the performance of its duties and the
exercise of its powers under the other Transaction Documents, including the
costs and expenses of defending itself against any claim or liability in the
premises. The obligations of the Issuer under this Section 4.6 shall constitute
additional Indebtedness hereunder. The rights of the Trustee and the obligations
of the Issuer under this Section 4.6 shall survive the resignation or removal of
the Trustee, the payment of the Notes, and the satisfaction, discharge or
termination of this Indenture.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.3(f) or Section
6.3(g) hereof, the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.

                  SECTION 4.7 Right of Trustee to Rely on Officer's Certificates
and Opinions of Counsel. Before the Trustee acts or refrains from acting with
respect to any matter contemplated by this Indenture, it may require an
Officer's Certificate or an Opinion of Counsel, which shall conform to the
provisions of Section 1.3 hereof. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such certificate or
opinion.

                  SECTION 4.8 Persons Eligible for Appointment As Trustee. The
Trustee for each series of Notes hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers,

                                       41
<PAGE>


which complies with the requirements of the Trust Indenture Act, having a
combined capital and surplus of at least US$1,000,000,000 and having outstanding
debt which is rated "A2" by Moody's and "A" by S&P (or such similar equivalent
rating) or higher. If such corporation publishes reports of condition at least
annually, then, for the purposes of this Section 4.8, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with this
Section 4.8, the Trustee shall resign immediately in the manner and with the
effect specified in Section 4.9 hereof.

                  SECTION 4.9 Conflicting Interests; Resignation and Removal of
Trustee; Appointment of Successor.

                  (a) If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Notes of more than one series.

                  (b) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Notes by giving written notice to the Issuer. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or trustees
with respect to such series of Notes by written instrument executed by order of
the Board of Directors, one copy of which instrument shall be delivered to each
of the resigning trustee and the successor trustee. If no successor trustee
shall have been so appointed with respect to such series of Notes and shall have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Holder who has
been a bona fide Holder of a Note of the applicable series for at least six
months may, on behalf of himself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper, appoint a successor trustee.

                  (c) In case at any time any of the following shall occur:

                           (i) the Trustee shall cease to be eligible under
                  Section 4.8 hereof with respect to the Notes in any series and
                  shall fail to resign after written request therefor by the
                  Issuer or by any Holder, or

                           (ii) the Trustee shall become incapable of acting
                  with respect to the Notes in any series, or shall be adjudged
                  bankrupt or insolvent, or a receiver of the Trustee or of its
                  property shall be appointed, or any public officer shall take
                  charge or control of the Trustee or of its property or affairs
                  for the purpose of rehabilitation, conservation or
                  liquidation;

                                       42
<PAGE>


then, in any such case, the Issuer may remove the Trustee with respect to the
Notes in the applicable series and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Management
Committee of the Issuer, one copy of which instrument shall be delivered to each
of the Trustee so removed and the successor Trustee, or, subject to the Trust
Indenture Act, any Holder who has been a bona fide Holder of a Bond of the
applicable series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect
to such series. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor Trustee
with respect to such series. The Issuer shall give prompt notice of each
resignation and removal of the Trustee and each appointment of a successor
Trustee to all Holders of the Notes.

                  (d) The Holders of a majority in aggregate principal amount of
the Notes at the time Outstanding of any series may at any time remove the
Trustee and appoint a successor Trustee with respect to such series by
delivering to the Trustee so removed, the successor Trustee so appointed and the
Issuer the evidence provided for in Section 7.1 hereof of the action taken by
the Holders.

                  (e) Any resignation or removal of the Trustee and any
appointment of a successor Trustee pursuant to this Section 4.9 shall become
effective only upon acceptance of appointment by the successor Trustee as
provided in Section 4.10 hereof.

                  SECTION 4.10 Acceptance of Appointment by Successor Trustee.
Any successor Trustee appointed under Section 4.9 hereof shall execute,
acknowledge and deliver to the Issuer and to its predecessor Trustee with
respect to any or all applicable series of Notes an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts, duties and obligations with respect to such series of its
predecessor Trustee hereunder, with like effect as if originally named as
Trustee herein; but, nevertheless, on the written request of the Issuer or of
the successor Trustee, the Trustee ceasing to act shall, upon payment of any
such amounts then due it pursuant to the provisions of Section 4.6 hereof,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts with respect to such series of the Trustee so ceasing
to act. Upon request of any such successor Trustee, the Issuer shall execute any
and all instruments in writing for more fully and certainly vesting in and
confirming to such successor Trustee all such rights and powers. Any Trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee to secure any amounts then due it pursuant to
Section 4.6 hereof.

                  If a successor Trustee is appointed with respect to the Notes
of one or more (but not all) series, the Issuer, the predecessor Trustee and
each successor Trustee with respect to the Notes of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Notes of any series as to which the predecessor Trustee is not

                                       43
<PAGE>


retiring shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such 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.

                  No successor Trustee with respect to any series of Notes shall
accept appointment as provided in this Section unless at the time of such
acceptance such successor Trustee shall, with respect to such series, be
qualified under the requirements of the Trust Indenture Act and eligible under
the provisions of Section 4.8.

                  Upon acceptance of appointment by a successor Trustee, the
Issuer shall give notice of the succession of such Trustee hereunder to the
Holders of Notes in the applicable series in the manner provided in Section 1.6
hereof. If the Issuer fails to give such notice within 10 days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Issuer.

                  SECTION 4.11 Merger, Conversion or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
such successor Trustee shall be eligible under the provisions of Section 4.8
hereof and Section 310(a) of the Trust Indenture Act.

                  SECTION 4.12 Preferential Collection of Claims Against Issuer.
If and when the Trustee shall be or become a creditor of the Issuer (or any
other obligor upon the Notes), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Issuer
(or any such other obligor).

                  SECTION 4.13 Maintenance of Offices and Agencies.

                  (a) There shall at all times be maintained in the Borough of
Manhattan, The City of New York, and in such other Places of Payment, if any, as
shall be specified in the terms established for the Notes of any series in the
related Series Supplemental Indenture or Management Committee Resolution and
Officer's Certificate issued pursuant thereto, an office or agency where Notes
may be presented or surrendered for registration of transfer or exchange and for
payment of principal, premium, if any, and interest, and where notices and
demands to or upon the Trustee in respect of such Notes or this Indenture may be
served. Such office or agency shall be initially at the Corporate Trust Office.
Written notice of the location of each of such other office or agency and of any
change of location thereof shall be given by the Trustee to the Issuer in the
manner specified in Section 1.5 hereof and to the Holders in the manner
specified in Section 1.6 hereof. In the event that no such office or agency
shall be maintained or no such notice

                                       44
<PAGE>


of location or of change of location shall be given, presentations, surrenders
and demands may be made and notices may be served at the Corporate Trust Office.

                  (b) There shall at all times be a Security Registrar and a
Paying Agent hereunder. Any Paying Agent (other than the Trustee) from time to
time appointed hereunder shall execute and deliver to the Trustee an instrument
in which said Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 4.13, that such Paying Agent will:

                  (i) hold all sums held by it for the payment of principal of,
         premium, if any, and interest on the Notes in trust for the benefit of
         the Persons entitled thereto until such sums shall be paid to such
         Persons or otherwise disposed of as herein provided;

                  (ii) give the Trustee within five days thereafter written
         notice of any default by any obligor upon the Notes in the making of
         any such payment of principal, premium, if any, or interest; and

                  (iii) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

Notwithstanding any other provision of this Indenture, any payment required to
be made to or received or held by the Trustee may, to the extent authorized by
written instructions of the Trustee, be made to or received or held by a Paying
Agent in the Borough of Manhattan, The City of New York, for the account of the
Trustee.

                  The Trustee at the Corporate Trust Office is hereby appointed
as a Paying Agent hereunder.

                  (c) At any time when any Notes remain Outstanding, the Trustee
at the expense of the Issuer may appoint an Authenticating Agent or Agents with
respect to the Notes of one or more series which shall be authorized to act on
behalf of the Trustee to authenticate Notes of such series issued upon original
issuance, exchange, registration of transfer or partial redemption thereof or
pursuant to Section 2.5 hereof, and Notes so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder (it being understood that
wherever reference is made in this Indenture to the authentication and delivery
of Notes by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent). If an appointment
of an Authenticating Agent shall be made pursuant to this Section 4.13(c) with
respect to the Notes of one or more series, the Notes of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:


                                       45
<PAGE>

                  This Note is one of the series of Notes referred to in the
within-mentioned Indenture.

                                         [         ], as Trustee


                                         By:
                                            ------------------------------------
                                              Authenticating Agent


                                         By:
                                            ------------------------------------
                                              Authorized Signatory

                  (d) Any Authorized Agent shall be a bank or trust company,
shall be a Person organized and doing business under the laws of the United
States or any State thereof, with a combined capital and surplus of at least
US$100,000,000, and shall be authorized under such laws to exercise corporate
trust powers, subject to supervision by Federal or state authorities. If such
Authorized Agent publishes reports of its condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 4.13, the combined capital and
surplus of such Authorized Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authorized Agent shall cease to be eligible in accordance with the
provisions of this Section 4.13, such Authorized Agent shall resign immediately
in the manner and with the effect specified in this Section 4.13.

                  (e) Any Person into which any Authorized Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, consolidation or conversion to which any Authorized Agent shall be a
party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent hereunder, if
such successor Person is otherwise eligible under this Section 4.13, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor Person.

                  (f) Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee and the Issuer. The Issuer may, and
at the request of the Trustee shall, at any time, terminate the agency of any
Authorized Agent by giving written notice of such termination to the Authorized
Agent and to the Trustee. Upon the resignation or termination of an Authorized
Agent or in case at any time any such Authorized Agent shall cease to be
eligible under this Section 4.13 (when, in either case, no other Authorized
Agent performing the functions of such Authorized Agent shall have been
appointed), the Issuer shall promptly appoint one or more qualified successor
Authorized Agents approved by the Trustee to perform the functions of the
Authorized Agent which has resigned or whose agency has been terminated or who
shall have ceased to be eligible under this Section 4.13. The Issuer shall give
written notice of any such appointment to all Holders pursuant to Section 1.6
hereof.

                                       46
<PAGE>


                  (g) The Paying Agent shall comply with all applicable
withholding, information reporting and back-up withholding tax requirements
under the Code and the Treasury regulations issued thereunder in respect of any
payment on, or in respect of a Note.

                  SECTION 4.14 Trustee Risk. None of the provisions contained in
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur liability, financial or otherwise, in the performance of any of
its duties or in the exercise of any of its rights or powers, if it shall have
reasonable ground for believing that the repayment of such funds or liability is
not reasonably assured to it. Whether or not expressly provided herein, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to Section 4.2 hereof
and, if there are any Notes registered pursuant to the Securities Act, the
requirements of the Trust Indenture Act.

                  SECTION 4.15 Rights of Authorized Agents. In acting as an
Authorized Agent hereunder, the Trustee shall be entitled to the same rights,
protections, indemnities and immunities as in its role as Trustee hereunder.

                                   ARTICLE 5

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

                  SECTION 5.1 Issuer to Furnish Trustee Names and Addresses of
Holders.

                  The Issuer will furnish or cause to be furnished to the
Trustee

                  (1) semi-annually, not later than January 15 and July 15 in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of Notes of each series as of
         a date not more than 15 days prior to the time such list is furnished,
         and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

                  SECTION 5.2 Preservation of Information; Communications to
Holders. The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 5.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished.

                                       47
<PAGE>


                  The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Notes, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

                  Every Holder of Notes, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

                  SECTION 5.3 Reports by Trustee. On or before March 15 in every
year, so long as any Notes are Outstanding hereunder, the Trustee shall transmit
to the Holders a brief report, dated as of the preceding December 31, to the
extent required by Section 313(a) of the Trust Indenture Act in accordance with
the procedures set forth in said Section. The Trustee shall also transmit to the
Holders any report required by Section 313(b) during the time specified in such
subsection. A copy of each such report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange, if any, on which the Notes
are listed. The Issuer shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange, and the Trustee shall comply with Section
313(d) of the Trust Indenture Act.

                  SECTION 5.4 Reports by Issuer. The Issuer shall file with the
Trustee and the SEC, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Act; provided that any such information, documents or reports required to be
filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the SEC.

                                   ARTICLE 6

                          COVENANTS; DEFAULTS, REMEDIES

                  SECTION 6.1 Affirmative Covenants of the Issuer. The Issuer
covenants and agrees for the benefit of the Holders that, for so long as any
Note is outstanding, it shall observe the following affirmative covenants:

                  (a) Maintenance of Existence, etc. The Issuer shall at all
times (i) preserve and maintain in full force and effect its existence as a
limited partnership under the laws of the State of Delaware and its
qualification to do business in each other jurisdiction in which the conduct of
its business requires such qualification except where the failure so to qualify
could not reasonably be expected to have a Material Adverse Effect, (ii)
preserve and maintain all of its rights, privileges and franchises necessary for
the construction, ownership and operation of the Pipeline in accordance with the
Primary Agreements, except to the extent that failure so to preserve or maintain
would not result in a Material Adverse Effect, and (iii) comply in all respects
with the provisions of the Primary Agreements, except to the extent that failure
to comply would not result in a

                                       48
<PAGE>


Material Adverse Effect. The Issuer shall not amend its organizational documents
in any manner that could reasonably be expected to have a Material Adverse
Effect.

                  (b) Books and Records. The Issuer shall keep proper books of
records and accounts in which full, true and correct entries shall be made of
all of its transactions in accordance with U.S. GAAP and RAP and agrees that the
Trustee may inspect such books of records and accounts from time to time upon
reasonable notice.

                  (c) Enforcement of Primary Agreements. The Issuer shall
enforce all of its rights under, perform all actions required of it to comply
with its obligations under, and maintain in full force and effect, the Primary
Agreements, unless the failure to do so could not reasonably be expected to have
a Material Adverse Effect.

                  (d) Financial Statements. The Issuer shall furnish to the
Trustee:

                  (i) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Issuer, the consolidated
         balance sheet of the Issuer as at the end of such year and the related
         consolidated statement of income, Partners' equity and cash flows for
         such year, prepared in accordance with U.S. GAAP and audited by
         independent certified public accountants of recognized standing in the
         United States of America and setting forth in each case in comparative
         form the figures for the previous year; and

                  (ii) as soon as available, but in any event within 45 days
         after the end of the first three quarterly periods of each fiscal year
         of the Issuer, (A) the unaudited consolidated balance sheet of the
         Issuer as at the end of each such quarter and the related unaudited
         consolidated statement of income, Partners' equity and cash flows for
         such quarter and the portion of the fiscal year through the end of each
         such quarter, prepared in accordance with U.S. GAAP setting forth in
         comparative form the figures for the previous year and certified by the
         chief financial officer of the Issuer as being fairly stated in all
         material respects (subject to normal year-end audit adjustments).

                  (e) Notices. Promptly upon obtaining knowledge thereof, the
Issuer shall give notice to the Trustee of any Default or Event of Default,
together with a description of any action being taken or proposed to be taken
with respect thereto.

                  (f) Other Information. The Issuer shall furnish to the
Trustee:

                           (A) within 90 days after the end of each fiscal year
                  of the Issuer ending after the date hereof, an Officer's
                  Certificate, stating whether or not to the best knowledge of
                  the signers thereof the Issuer is in default in the
                  performance and observance of any of the terms, provisions and
                  conditions of this Indenture (without regard to any period of
                  grace or requirement of notice provided hereunder) and, if the
                  Issuer shall be in default, specifying all such defaults and
                  the nature and status thereof of which they may have
                  knowledge; and

                                       49
<PAGE>


                           (B) concurrently with the delivery of the financial
                  statements referred to in subsection 6.1(d)(i), the Issuer
                  shall calculate and deliver to the Trustee the Debt Service
                  Coverage Ratio for the calendar year (or portion thereof) most
                  recently ended and the Projected Debt Service Coverage Ratio
                  for the next succeeding calendar year along with reasonable
                  details of such calculations.

                  (g) Maintenance of Rating. The Issuer shall furnish to each
Required Rating Agency then rating the Notes the information referred to in
Section 6.1(d) and 6.1(f) above, together with such other information as such
Required Rating Agency may reasonably request in order to enable such Required
Rating Agency to continue to rate the Notes.

                  (h) Maintenance of Properties. The Issuer will cause the
Pipeline to be maintained and kept in good condition, repair and working order
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 Issuer may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times.

                  (i) Maintenance of Insurance. The Issuer will provide or cause
to be provided, for itself, insurance (including appropriate self-insurance)
against loss or damage of the kinds customarily insured against by companies
similarly situated and owning like properties, including, but not limited to,
products liability insurance and public liability insurance, with reputable
insurers or with the government of the United States of America, or an agency or
instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary for companies similarly situated in the industry
in which the Issuer is then conducting business.

                  (j) SEC Reports and Reports to Holders. At all times from and
after the earlier of (i) the date of the commencement of an Exchange Offer or
the effectiveness of the Shelf Registration Statement (the "Registration") and
(ii) the date that is six months after the Initial Closing Date, in either case,
whether or not the Issuer is then required to file reports with the SEC, the
Issuer shall file with the SEC all such reports and other information as it
would be required to file with the SEC by Sections 13(a) or 15(d) under the
Securities Exchange Act of 1934 if it were subject thereto and as if it was a
United States issuer. The Issuer shall supply the Trustee and each Holder or
shall supply to the Trustee for forwarding to each such Holder together with
written direction to forward such reports to the Holders, without cost to such
Holder, copies of such reports and other information. In addition, at all times
prior to the earlier of the date of the Registration and the date that is six
months after the Initial Closing Date, the Issuer shall, at its cost, deliver to
each Holder of the Notes, quarterly and annual reports substantially equivalent
to those which would be required by the Exchange Act. In addition, at all times
prior to the Registration, upon the request of any Holder or any prospective
purchaser of the Notes designated by a Holder, the Issuer shall supply to such
Holder or such prospective purchaser the information required under Rule 144A
under the Securities Act.

                                       50
<PAGE>


                  (k) Payment of Taxes and Other Claims. The Issuer will pay or
discharge and shall cause each of its Subsidiaries to pay or discharge, or cause
to be paid or discharged, before the same shall become delinquent (i) all
material taxes, assessments and governmental charges levied or imposed upon (a)
the Issuer or any such Subsidiary, (b) the income or profits of any such
Subsidiary which is a corporation or (c) the property of the Issuer or any such
Subsidiary and (ii) all material lawful claims for labor, materials and supplies
that, if unpaid, might by law become a lien upon the property of the Issuer or
any such Subsidiary; provided that the Issuer shall not be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge
or claim the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate reserves have been
established.

                  (l) Maintenance of all Rights to all Pipeline Related
Property. The Issuer shall maintain all rights to all Pipeline related Property
unless the failure to do so will not have a Material Adverse Effect.

                  (m) Restrictions on the Establishment of Subsidiaries. The
Issuer shall have no Subsidiaries except for Subsidiaries which are limited to
the lines of business set forth below in Section 6.2(h) hereof. The Issuer shall
not permit its Subsidiaries to Incur Indebtedness except for Nonrecourse
Indebtedness and Indebtedness which is guaranteed by the Issuer; provided that
the Issuer is permitted to Incur such Indebtedness in accordance with Section
6.2(d).

                  (n) Payment of Notes. The Issuer shall pay the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. An installment of principal,
premium, if any, or interest shall be considered paid on the date due if the
Trustee or Paying Agent (other than the Issuer or any Affiliate of the Issuer)
holds on that date money designated for and sufficient to pay the installment.
If the Issuer or any Affiliate of the Issuer acts as Paying Agent, an
installment of principal, premium, if any, or interest shall be considered paid
on the due date. Upon any bankruptcy or reorganization procedure relative to the
Issuer, the Trustee shall serve as the Paying Agent, if any, for the Notes.

                  The Issuer shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at the rate per annum of 2% above the interest rate on the respective
Notes.

                  (o) Use of Proceeds. The Issuer shall apply the net proceeds
from the issuance and sale of any series of Notes as set forth in the offering
memorandum, offering circular or other offering document relating to such series
of Notes under the caption "Use of Proceeds."

                  (p) Compliance with Laws and Regulations. The Issuer shall,
and shall cause its Subsidiaries to, comply with all laws, ordinances,
government rules, regulations or court decrees to which its property or assets
may be subject, except where failure to comply would not result in a Material
Adverse Effect.

                                       51
<PAGE>


                  (q) Permits; Approvals. The Issuer shall, and shall cause its
Subsidiaries to, possess all licenses, certificates, authorizations and permits
issued by federal, state or foreign regulatory bodies which are necessary or
desirable for the ownership of their respective properties or the conduct of
their respective businesses as so conducted, except where failure to possess
such licenses, certificates, authorization or permits would not have a Material
Adverse Effect.

                  (r) Working Capital Facility. The Issuer shall maintain a
working capital facility in the amount of at least $10,000,000 with a Working
Capital Lender. The Issuer shall repay all amounts borrowed under the facility
on at least one occasion in each year.

                  SECTION 6.2 Negative Covenants of the Issuer. The Issuer
covenants and agrees for the benefit of the Holders that for so long as any Note
is outstanding, it shall observe the following negative covenants:

                  (a) Limitations on Asset Sales.

                  The Issuer will not consummate any Asset Sale, unless (i) the
consideration received by the Issuer is at least equal to the Fair Market Value
of the assets sold or disposed of and (ii) at least 90% of the consideration
received consists of cash or Temporary Cash Investments or the assumption of
Indebtedness of the Issuer (other than Indebtedness to any Subsidiary), provided
that the Issuer is irrevocably and unconditionally released from all liability
under such Indebtedness.

                  In the event and to the extent that the Issuer receives Net
Cash Proceeds from one or more Asset Sales occurring on or after the Initial
Closing Date the Issuer shall within six months after the receipt of such Net
Cash Proceeds:

                           (A) apply an amount equal to the Pro Rata Portion of
         such Net Cash Proceeds to consummate an Offer to Purchase Notes owing
         to a Person other than the Issuer or any of its Subsidiaries at a
         purchase price equal to 100% of the principal amount thereof plus
         accrued interest (if any) to the Payment Date; or

                           (B) invest an equal amount or enter into a definitive
         agreement committing to so invest within 12 months after the date of
         such agreement, in Property (other than current assets) of a business
         or businesses meeting the requirements set forth in Section 6.2(h)
         hereof.

                  (b) Limitations on Actions with Respect to Primary Agreements.
The Issuer will not agree or consent to any termination, modification,
supplement or waiver of any Primary Agreement, nor shall the Issuer initiate any
change to the tariff, if the Issuer reasonably determines that such termination,
modification, supplement or waiver of any such Primary Agreement or change to
the tariff would individually or collectively with all other such terminations,
modifications, supplements and waivers of the Primary Agreement and changes to
the tariff, reasonably be expected to have a Material Adverse Effect.

                                       52
<PAGE>


                  (c) Limitations on Liens. The Issuer will not and will cause
its Subsidiaries not to create, incur, assume or suffer to exist any Lien upon
any of the Issuer's Property, whether now owned or hereafter acquired other
than:

                  (i) a Lien that equally and ratably secures all of the Senior
         Debt;

                  (ii) a Lien that is created in favor of a governmental entity,
         mechanic, materialman or lessor in the ordinary course of business and
         payment of which is not overdue for a period of more than 30 days, but
         not in any event Liens in favor of a lessor in a sale-leaseback
         transaction;

                  (iii) a Lien that is the result of a court judgment as to
         which all rights of appeal have not terminated and is bonded or pledged
         or enforcement of which will not have a Material Adverse Effect on the
         Issuer;

                  (iv) a Lien that extends, renews or replaces in whole or in
         part a Lien referred to herein (other than any additional Lien
         described in clause (viii) below);

                  (v) a Lien that secures pledges or deposits under worker's
         compensation, unemployment insurance and other social security
         legislation;

                  (vi) a Lien that consists of easements, rights-of-way or other
         similar encumbrances which do not interfere with the business or
         operations of the Issuer;

                  (vii) a Lien granted by a Subsidiary upon any of such
         Subsidiary's assets to secure Non-Recourse Indebtedness; and

                  (viii) any additional Lien; provided that the Indebtedness
         secured by such Lien, plus all other Indebtedness secured by Liens
         (including Indebtedness for Capitalized Lease Obligations but excluding
         Indebtedness secured by Liens otherwise permitted by clauses (i)
         through (vii) above), plus all leases under sale-leaseback transactions
         which the Issuer has not elected to treat as an Asset Sale, does not
         exceed 3% of Total Capitalization of the Issuer.

                  (d) Limitations on Indebtedness. The Issuer will not Incur
additional Indebtedness unless

                  (i) there shall be No Ratings Downgrade as a result of such
         Incurrence;

                  (ii) immediately after giving effect to such Incurrence, the
         ratio of Indebtedness of the Issuer (excluding Affiliate Subordinated
         Debt) to Total Capitalization does not exceed 75%; and

                  (iii) no Default or Event or Default shall have occurred and
         be continuing at the time of such Incurrence, and no Default or Event
         of Default shall result from such Incurrence;

                                       53
<PAGE>


provided, however, that notwithstanding these restrictions the Issuer may Incur
additional Indebtedness consisting of:

                  (1) Indebtedness outstanding at any time in accordance with
         the terms of the Loan Agreement (other than Revolving Credit Loans (as
         defined in the Loan Agreement)), provided that any amendment to such
         Loan Agreement which increases the amount or alters the tenor or
         average life of Indebtedness outstanding by more than one year must
         satisfy the requirements of clauses (i), (ii) and (iii) above;

                  (2) Indebtedness Incurred for any expenditure required by law;
         provided that at the time such Indebtedness is Incurred the Issuer
         satisfies the requirement set forth under clause (ii) above;

                  (3) Indebtedness (A) in respect of performance, surety or
         appeal bonds provided in the ordinary course of business, (B) under
         Currency Agreements and Interest Rate Agreements; provided that such
         agreements (a) are designed solely to protect the Issuer against
         fluctuations in foreign currency exchange rates or interest rates and
         are not for speculative purposes and (b) do not increase the
         Indebtedness of the obligor outstanding at any time other than as a
         result of fluctuations in foreign currency exchange rates or interest
         rates or by reason of fees, indemnities and compensation payable
         thereunder; and (C) arising from agreements providing for customary
         indemnification, adjustment of purchase price or similar obligations,
         or from guarantees or letters of credit, surety bonds or performance
         bonds securing any obligations of the Issuer pursuant to such
         agreements, in any case Incurred in connection with the disposition of
         any business or assets (other than guarantees of Indebtedness Incurred
         by any Person acquiring all or any portion of such business or assets
         for the purpose of financing such acquisition), in a principal amount
         not to exceed the gross proceeds actually received by the Issuer in
         connection with such disposition;

                  (4) Indebtedness of the Issuer, to the extent the net proceeds
         thereof are promptly deposited to defease the Notes as described in
         Section 10.1;

                  (5) Affiliate Subordinated Debt;

                  (6) Indebtedness of the Issuer Incurred to refinance
         Indebtedness existing from time to time, provided such Indebtedness is
         in a principal amount no greater than the Indebtedness being repaid
         (excluding fees, including any consent fees, payable in connection with
         the issuance of any refinancing Indebtedness), has a longer final
         maturity and greater average life than the Indebtedness being repaid
         and, except in the case of Indebtedness Incurred to refinance a series
         of Notes under this Indenture, satisfies the requirement set forth
         under clause (i) above;

                  (7) Indebtedness of $10 million Incurred from time to time
         under any working capital facility permitted pursuant to Section 6.1(r)
         hereof; and

                                       54
<PAGE>


                  (8) Indebtedness of the Issuer (in addition to Indebtedness
         permitted under clauses (1) through (7) above) in an aggregate
         principal amount outstanding at any time (together with refinancings
         thereof) not to exceed $35,000,000, provided that at the time such
         Indebtedness is Incurred the Issuer satisfies the requirement set forth
         under clauses (ii) and (iii) above.

                  Notwithstanding any other provision of this Section 6.2(d),
the maximum amount of Indebtedness that the Issuer may Incur pursuant to this
Section 6.2(d) shall not be deemed to be exceeded, with respect to any
outstanding Indebtedness, due solely to the result of fluctuations in interest
rates designated in any Interest Rate Agreement or the exchange rates of
currencies.

                  For purposes of determining any particular amount of
Indebtedness under this Section 6.2(d), (1) Indebtedness Incurred under the Loan
Agreement on or prior to the Initial Closing Date shall be treated as Incurred
pursuant to clause (1) of the second paragraph of this Section 6.2(d), and (2)
guarantees, Liens or obligations with respect to letters of credit supporting
Indebtedness otherwise included in the determination of such particular amount
shall not be included. For purposes of clarification and not limitation, any
Lien incurred by the Issuer or any Subsidiary of the Issuer shall not be a
separate Incurrence of Indebtedness. For purposes of determining compliance with
this Section 6.2(d), in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in the above
clauses, the Issuer, in its sole discretion, shall classify, and from time to
time may reclassify, such item of Indebtedness and shall only be required to
include the amount and type of such Indebtedness in one of such clauses;
provided however, that the Issuer may only reclassify Affiliate Subordinated
Debt if, at the time of such reclassification, the Issuer would be permitted to
make a Distribution in the amount of such reclassified Affiliate Subordinated
Debt pursuant to Section 6.2(e).

                  (e) Limitations on Distributions. . The Issuer will not
declare or make any Distribution at any time unless: (i) no Default or Event of
Default shall have occurred and be continuing, or would occur as a result of
declaring or making such Distribution, (ii) the ratio of Indebtedness to Total
Capitalization after giving effect to such intended Distribution does not exceed
75%, (iii) (A) the Debt Service Coverage Ratio of the Issuer for the last four
calendar quarters taken as a whole prior to the date of such intended
Distribution is at least 1.25 to 1 and (B) if the then current rating of the
Notes is below BBB+ from S&P or below A3 from Moody's, the Projected Debt
Service Coverage Ratio of the Issuer for the next four calendar quarters from
such date of Distribution is expected to be at least 1.25 to 1, both as
certified by the Issuer in an Officer's Certificate delivered to a Responsible
Officer of the Trustee provided that this Section 6.2(e)(iii)(B) shall not apply
in the case of any Distribution made in the twelve months prior to the Final
Maturity Date of Non-Amortizing Notes if, after making such Distribution, the
cash on hand of the Issuer and the expected Operating Cash Flow for the period
commencing on the date of such Distribution and ending on the Final Maturity
Date of such Non-Amortizing Notes will be sufficient to enable the Issuer to
make the Debt Service Payment due on such Final Maturity Date as certified by
the Issuer in an Officer's Certificate delivered to a Responsible Officer of the
Trustee and (iv) after making such

                                       55
<PAGE>


Distribution, the cash on hand of the Issuer, the expected Operating Cash Flow
for the period commencing on the date of such Distribution and ending on the
next scheduled Debt Service Payment Date (excluding cash on hand and expected
Operating Cash Flow, if any, relied on in connection with satisfying the
requirements of the proviso to Section 6.2(e)(iii)(B)) and amounts available
under the working capital facility described in Section 6.1(r) to the next
scheduled Debt Service Payment Date will be sufficient to enable the Issuer to
make all of the payments of Senior Debt principal and interest falling due
between the date of such Distribution and such Debt Service Payment Date,
including the Debt Service Payment due on such date, excluding any principal and
interest due on the Final Maturity Date of Non-Amortizing Notes, the payment of
which will be satisfied by expected Operating Cash Flow and cash on hand
pursuant to the proviso to Section 6.2(e)(iii)(B), as certified by the Issuer in
an Officer's Certificate delivered to a Responsible Officer of the Trustee.

                  (f) Existence/Prohibition on Fundamental Changes. The Issuer
will not consolidate with or merge into, or convey, transfer or lease all or
substantially all of its assets to, any Person, unless (i) the Issuer is the
continuing Person in any such merger or consolidation or the Person (if other
than the Issuer) which is the continuing Person in any such merger or
consolidation or which acquires all or substantially all of the assets of the
Issuer is a corporation, partnership or trust organized under the laws of the
United States or any State or the District of Columbia and expressly assumes the
Issuer's obligations under the Notes and the Indenture, (ii) immediately after
such transaction, the Issuer or such other Person, as the case may be, is not in
default in the performance of any covenants or conditions contained in the
Indenture or Notes and (iii) there shall be No Ratings Downgrade as a result of
such transaction.

                  (g) Limitation on Sale-Leaseback Transactions. The Issuer will
not enter into any sale-leaseback transaction involving any of its Properties
whether now owned or hereafter acquired, whereby the Issuer sells or transfers
such Properties and then or thereafter leases such Properties or any part
thereof or any other Properties which the Issuers intends to use for
substantially the same purpose or purposes as the Properties sold or
transferred.

                  The foregoing restriction does not apply to any sale-leaseback
transaction if (i) the lease secures or relates to industrial revenue or
pollution control bonds issued in compliance with Section 6.2(d); (ii) the
sale-leaseback transaction is in compliance with clause (viii) of Section
6.2(c); or (iii) the Issuer within 6 months after the sale or transfer any
assets or properties is completed, applies an amount not less than the net
proceeds received from such sale in accordance with clause (A) or (B) of the
second paragraph of Section 6.2(a).

                  (h) Limitation on Lines of Business and Investments. The
Issuer shall not, and shall not permit its Subsidiaries to, engage or invest in
any business or activity other than:

                  (i) the business contemplated by the Transaction Agreements
         and the Offering Memorandum dated May 22, 2000 relating to the Notes
         issued on the Initial Closing Date;

                                       56
<PAGE>


                  (ii) activities associated with, or incidental to, the
         operation, maintenance or expansion of the Pipeline or the storage of
         natural gas;

                  (iii) activities associated with, or incidental to, (w) the
         processing or shipping of natural gas, (x) the processing, shipping or
         storage of natural gas liquids, (y) the installation, and leasing or
         rental, of fiber optic or similar cable or (z) the construction or
         operation of facilities for the generation of electricity using waste
         heat from the Pipeline, in all such cases related to the operation of
         the Pipeline; or

                  (iv) activities (including investments) associated with, or
         intended to induce, the supply of gas for transportation on the
         Pipeline or the consumption of gas transported by the Pipeline

provided that in no circumstance shall the Issuer engage or invest in, or permit
its Subsidiaries to engage or invest in, (A) any business or activity related to
the exploration and production of hydrocarbons or (B) any business or activity
described in Sections (iii) or (iv) above that would cause the Consolidated Net
Tangible Assets of the Issuer and its Subsidiaries attributable to all their
businesses and investments described in Sections (iii) and (iv) above to exceed
10% of the amount of the Consolidated Net Tangible Assets of the Issuer and its
Subsidiaries attributable to all their businesses and investments described in
Sections (i) and (ii) above.

                  (i) Limitation on Investments. The Issuer will not directly or
indirectly, make any Investment, other than Permitted Investments and
Investments made with amounts from which the Issuer may otherwise have made
Distributions in accordance with Section 6.2(e).

                  (j) Limitation on Transactions with Affiliates. Except as
contemplated by any agreement between the Issuer and an Affiliate of the Issuer,
a Partner or an Affiliate of a Partner in existence on the date hereof and any
successor thereto, if at any time hereafter the Issuer proposes to enter into or
become a party to any material agreement or arrangement with an Affiliate of the
Issuer, a Partner or an Affiliate of a Partner, the Issuer will not enter into
or become a party to any such agreement or arrangement unless such agreement or
arrangement shall be on terms no more favorable to the Affiliate of the Issuer,
the Partner or Affiliate of the Partner, as the case may be, than those that
would be offered to parties that are not Affiliates of the Issuer, Partners or
Affiliates of Partners.

                  (k) Abandonment. The Issuer will not voluntarily abandon the
Pipeline or otherwise cease to pursue operations of the Pipeline for a period of
more than 180 days.

                  SECTION 6.3 Events of Default. It shall be an Event of Default
hereunder for so long as any Note is Outstanding if any of the following events
shall have occurred and be continuing:

                  (a) the Issuer shall fail to pay any principal, premium, if
any, interest or Liquidated Damages, if any, on any Note when the same becomes
due and payable,

                                       57
<PAGE>


whether at Stated Maturity or required prepayment or acceleration or otherwise
and such failure to pay continues for a period of 5 days; or

                  (b) the Issuer shall fail to perform or observe any covenant
set forth in Section 6.2(c), Section 6.2(e) or Section 6.2(f); or

                  (c) the Issuer shall fail to perform or observe any of its
obligations or covenants (other than covenants described in (b) above) contained
in this Indenture (or in any modification or supplement hereto), and such
failure has resulted in a Material Adverse Effect and such failure shall
continue uncured for 30 or more days; or

                  (d) any representation, warranty or certification in this
Indenture by the Issuer or in any certificate furnished to the Trustee pursuant
to the provisions of the Indenture shall prove to have been false as of the time
made or furnished in any material respect and such misrepresentation has
resulted in a Material Adverse Effect and shall continue uncured for 30 or more
days; or

                  (e) the Issuer shall default in the payment when due (after
any applicable grace period) of any principal of or interest on any of its other
Indebtedness aggregating $10,000,000 or more; or any event specified in any
note, agreement, indenture or other document evidencing or relating to any such
Indebtedness shall occur if the effect of such event is to cause, or (with the
giving of any notice or the lapse of time or both) to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause, such Indebtedness to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior to its
stated maturity and such event is not cured or waived pursuant to the terms of
such Indebtedness or such Indebtedness is accelerated prior to the end of any
related cure period; or

                  (f) a court having jurisdiction in the premises enters a
decree or order for (i) relief in respect of the Issuer or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (ii) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Issuer or any Significant Subsidiary or for all or substantially all of the
Property of the Issuer or a Significant Subsidiary or (iii) the winding up or
liquidation of the affairs of the Issuer or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or

                  (g) the Issuer or any Significant Subsidiary (i) commences a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consents to the entry of an order for relief in
an involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or any Significant Subsidiary or
for all or substantially all of the Property of the Issuer or any Significant
Subsidiary or (iii) effects any general assignment for the benefit of creditors;
or

                                       58
<PAGE>


                  (h) a final judgment or judgments for the payment of money in
excess of $10,000,000 in the aggregate shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction over the Issuer and
the same shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured, within 60 days
from the date of entry thereof and the Issuer shall not, within said period of
60 days, or such longer period during which execution of the same shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or

                  (i) (i) the Issuer shall file with FERC for the abandonment of
the Pipeline, (ii) FERC shall issue a final, non-appealable order for the
abandonment of the Pipeline or (iii) the Issuer shall otherwise abandon the
Pipeline; or

                  (j) any other Event of Default provided in a Series
Supplemental Indenture or provided in a Management Committee Resolution under
which a series of Notes is issued.

                  Any Partner shall have the right, but not the obligation, to
cure any payment default in paragraphs (a), (e), or (h) above within the
respective grace period set forth in such paragraphs, and, if such payment
default is cured, such payment default shall not constitute an Event of Default
under the Indenture.

                  If an Event of Default (other than an Event of Default
described in paragraph (f) or (g) above) occurs, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes of each series experiencing such Event of Default may declare
the unpaid principal amount (including any premium) of all the Notes to be due
and payable immediately, by a notice in writing to the Issuer (and to the
Trustee, if given by Holders), and upon any such declaration such principal
amount (and premium) shall become immediately due and payable. Upon the
occurrence and continuation of an Event of Default described in paragraph (f) or
(g) above, the principal amount of all the Notes (including any premium) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

                  If an Event of Default occurs and is continuing and is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to each Holder notice of the Event of Default promptly after the occurrence
thereof. Except in the case of an Event of Default in payment of principal of or
interest on any Note, the Trustee may withhold notice to the Holders if the
Trustee in good faith determines that withholding notice is in the interest of
Holders.

                  At any time after such a declaration of acceleration with
respect to the Notes has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as provided in this Indenture,
the Holders of a majority in principal amount of the Outstanding Notes of each
series experiencing such Event of Default, by written notice to the Issuer and
the Trustee, may rescind and annul such

                                       59
<PAGE>


declaration and its consequences (which rescission shall not affect any
subsequent default or impair any right consequent thereon) if:

                  (a) there has been paid to, or deposited with, the Trustee a
         sum sufficient to pay

                           (i) all overdue interest on the Notes of each series
                  experiencing such Event of Default,

                           (ii) the principal of (and premium, if any, on) any
                  Notes which have become due otherwise than by such declaration
                  of acceleration and any interest thereon at the rate or rates
                  prescribed therefor in the Notes,

                           (iii) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in the Notes, and

                           (iv) all sums paid or advanced by the Trustee under
                  this Indenture and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (b) all Events of Default with respect to the Notes, other
         than the non-payment of the principal of the Notes which have become
         due solely by such declaration of acceleration, have been cured or
         waived by the Holders of not less than a majority in principal amount
         of Outstanding Notes of each series experiencing such Event of Default.

                  SECTION 6.4 Collection of Indebtedness by Trustee; Trustee May
Prove Debt. In case the Issuer shall default in its obligations under Section
6.3(a) to pay the principal of, or the premium, if any, or interest on, each of
the Notes, 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, and may prosecute
any such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Issuer or other obligor upon such
Notes and collect in the manner provided by law out of the Property of the
Issuer or other obligor upon such Notes, wherever situated, the moneys adjudged
or decreed to be payable.

                  All rights of action and of asserting claims under this
Indenture or under any of the Notes may be enforced by the Trustee without the
possession of any of the Notes or the production thereof on 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, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Notes in respect of which such action was taken.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall

                                       60
<PAGE>


be a party), the Trustee shall be held to represent all the Holders of the Notes
in respect to which such action was taken, and it shall not be necessary to make
any Holders of such Notes parties to any such proceedings.

                  SECTION 6.5 Application of Proceeds. Any moneys collected by
the Trustee pursuant to this Article in respect of any Notes shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal, upon presentation of
the several Notes in respect of which moneys have been collected and stamping
(or otherwise noting) thereon the payment, or issuing Notes in reduced principal
amounts in exchange for the presented Notes if only partially paid, or upon
surrender thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
Notes in respect of which moneys have been collected, including all expenses and
liabilities incurred (except as a result of gross negligence or bad faith), and
all advances made, by the Trustee and each predecessor Trustee, as provided in
Section 4.6 hereof, and all other amounts due to the Trustee or any predecessor
Trustee pursuant to Section 4.6 hereof;

                  SECOND: In case the principal of the Notes in respect of which
moneys have been collected shall not have become and be then due and payable, to
the payment of overdue interest on such Notes in default 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 rates of interest specified in such Notes, such
payments to be made ratably to the Persons entitled thereto, without
discrimination or preference;

                  THIRD: In case the principal of the Notes in respect of which
moneys have been collected shall have become and shall be than due and payable,
to the payment of the whole amount then owing and unpaid upon all such Notes for
principal, premium due, if any, and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee) upon overdue installments of interest at the rate or rates of interest
specified in such Notes; and in case such moneys shall be insufficient to pay in
full the whole amount so due and unpaid upon such Notes, then to the payment of
such principal and interest, without preference or priority of principal over
interest, or of interest over principal, or of any installment of interest over
any other installment of interest, ratably to the aggregate of such principal
and accrued and unpaid interest; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
or any other Person lawfully entitled thereto.

                  SECTION 6.6 Suits for Enforcement. In case an Event of Default
has occurred, has not been waived and is continuing, the Trustee may in its
discretion (but is not required to) 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

                                       61
<PAGE>


Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  SECTION 6.7 Restoration of Rights on Abandonment of
Proceedings. In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee, then and
in every such case the Issuer and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Issuer, the Trustee and the Holders shall continue as though no such
proceedings had been taken.

                  SECTION 6.8 Limitations on Suits by Holders. Subject to
Section 6.6 hereof, no Holder of any Note shall have any right by virtue or by
availing itself of any provision of this Indenture or of the Notes 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 trustee,
receiver, liquidator, custodian or other similar official or for any other
remedy hereunder or under the Notes, unless such Holder previously shall have
given to the Trustee written notice of default and of the continuance thereof,
as hereinbefore provided, and unless also the Holders of not less than a
majority in aggregate principal amount of the Outstanding Notes of each series
affected by such Event of Default shall have made written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such indemnity satisfactory to
it 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 shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 6.9, it being understood and
intended, and being expressly covenanted by the taker and Holder of every Note
with every other taker and Holder and the Trustee, that no one or more Holders
of Notes shall have any right in any manner whatever by virtue or by availing
itself of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holder of Notes, or to obtain or seek to obtain priority
over or preference to any other Holder or to enforce any right under this
Indenture or under the Notes, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Notes. For the protection
and enforcement of the provisions of this Section, each and every Holder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 6.9 Powers and Remedies Cumulative; Delay or Omission
Not Waiver of Default. Except as provided in Section 6.6 and 6.7 hereof, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive or any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

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                  No delay or omission of the Trustee or of any Holder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 6.6 hereof and Section 6.7 hereof, every power
and remedy given by this Indenture 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 6.10 Control by Holders. The Holders of a majority in
principal amount of the Outstanding Notes of any series 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 trust or power conferred on the
Trustee, with respect to the Notes of such series, provided that: (i) such
direction shall not be in conflict with any rule of law or with this Indenture
and would not involve the Trustee personal liability and (ii) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

                  SECTION 6.11 Actions of the Holders.

                  (a) Actions by Vote of Holders. No request, demand,
authorization, direction, notice, consent, waiver or other action (each, an
"Action") of the Holders of any series of Notes in respect of any matter
hereunder shall be effective unless approved by the Holders of a majority of the
aggregate principal amount of the Outstanding Notes of such series (or of such
lesser percentage as may act at a meeting of Holders); provided, however, that
no such Action shall, without the consent of the Holders of each Outstanding
Note of such series:

                  (i) change the Stated Maturity of any Note or, the Stated
         Maturity of any installment of any Note, or of any payment of interest
         thereon, or the dates or circumstances of payment of premium, if any,
         on, any Note, or change the principal amount thereof or the rate of
         interest thereon or any premium payable upon the redemption thereof, or
         change the place of payment where, or the coin or currency in which,
         any Note or the premium, if any, or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment of principal or interest on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Determination
         Date) or such payment of premium, if any, on or after the date such
         premium becomes due and payable, or change the Determination Date or
         the terms of payment or redemption; or

                  (ii) reduce the percentage in principal amount of the
         Outstanding Notes, the consent of whose Holders is required under any
         supplemental indenture relating to such series, or the consent of whose
         Holders is required for any waiver provided for in this Indenture; or

                  (iii) amend or modify any of the provisions of Sections 6.11
         and 6.12 or Article 9 hereof.

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<PAGE>


                  (b) Waiver of Defaults. The Holders of a majority of the
aggregate principal amount of the Outstanding Notes of any series (or of such
lesser percentage as may act at a meeting of Holders) may on behalf of the
Holders of all the Outstanding Notes of such series waive any past Default or
Event of Default with respect to the Notes by written notice to the Trustee,
except a default in respect of a covenant or provision hereof that cannot be
modified or amended without the consent of each Holder affected as provided in
Section 6.11 or 9.2 hereof. In case of any such waiver, the Issuer, the Trustee
and the Holders of the Notes shall be restored to their former positions and
rights hereunder, respectively.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

                  (c) Evidence of Action. Upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of the
requisite percentage of principal amount of Outstanding Notes, and upon receipt
by the Trustee of the documents described in Section 7.1 hereof, the Trustee
shall join with the Issuer in the performance of such Action. It shall not be
necessary for the consent of the Holders under this Section 6.11 to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.

                  After an Action under this Section becomes effective, the
Trustee shall mail to the Holders a notice briefly describing such Action. Any
failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such Action.

                  SECTION 6.12 Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 2.7) interest on such Note on the respective Stated
Maturities expressed in such Note (or, in the case of redemption, on the
Determination Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                  SECTION 6.13 Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note 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, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit other than the Trustee of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder or group of

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<PAGE>


Holders holding in aggregate more than 10% in principal amount of Outstanding
Notes, or any suit instituted by a Holder for enforcement of payment of the
principal of, or premium, if any, or interest on, any Note on or after the date
such amount is required to be paid.

                  SECTION 6.14 Payments after a Default. Upon the occurrence of
an Event of Default with respect to the Notes of any series and the subsequent
declaration by the Trustee that the principal amount of all the Notes of such
series is due and payable immediately, the Trustee shall by notice in writing:
(a) to the Issuer and any Paying Agent, require the Paying Agent to deliver all
such Notes and all moneys, documents and records held by them with respect to
the Notes of such series to the Trustee or as the Trustee otherwise directs in
such notice; and (b) require any Paying Agent to act as agent of the Trustee
under this Indenture and the Notes, and thereafter to hold all Notes and all
moneys, documents and records held by it in respect to such Notes to the order
of the Trustee.

                  SECTION 6.15 Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Issuer (or any other obligor upon the
Notes), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 4.6.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

                                   ARTICLE 7

                             CONCERNING THE HOLDERS

                  SECTION 7.1 Evidence of Action Taken by Holders. Whenever in
this Indenture it is provided that the Holders of a specified percentage or a
majority in aggregate principal amount of the Notes of any series may take any
action (including the making of any demand or request, the giving of any notice,
consent or waiver or the making of any other action), the fact that at the time
of taking any such action the Holders

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<PAGE>


of such specified percentage or majority have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
Holders in person or by agent or proxy appointed in writing, (b) by the record
of the Holders of Notes voting in favor thereof at any meeting of Holders duly
called and held in accordance with the provisions of Article 8 hereof or (c) by
a combination of such instrument or instruments and any such record of such a
meeting of Holders, and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments and/or such
record are delivered to the Trustee and, where expressly required, to the
Issuer.

                  SECTION 7.2 Proof of Execution of Instruments and of Holding
of Notes. Subject to the provisions of Sections 7.1 and 8.5 hereof and Section
315 of the Trust Indenture Act, proof of the execution of any instrument by a
Holder or its agent or proxy and proof of the holding by any person of any of
the Notes shall be sufficient if made in the following manner:

                  The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds to be recorded in any State
within the United States that the person executing such instrument acknowledged
to him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution is
by an officer of a corporation or association or a member of a partnership on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument may also be proved in any other
manner which the Trustee may deem sufficient. The ownership of Notes may be
proved by the Security Register or by a certificate of the Security Registrar.

                  If the Issuer shall solicit from the Holders of Notes of any
series any request, demand, authorization, direction notice, consent, waiver or
other act, the Issuer may, at its option, by Management Committee Resolution,
fix in advance a record date for the determination of Holders of Notes entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other act, but the Issuer shall have no obligation to do so. Any such record
date shall be fixed at the Issuer's discretion. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent and waiver or
other act may be sought or given before or after the record date, but only the
Holders of Notes of record at the close of business on such record date shall be
deemed to be the Holders of Notes for the purpose of determining whether Holders
of the requisite proportion of Notes Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other act, and for that purpose the Notes Outstanding shall be
computed as of such record date.

                  The Trustee may require such additional proof, if any, of any
matter referred to in this Section 7.2 as it shall deem necessary.

                  The record of any Holders' meeting shall be proved as provided
in Section 8.6 hereof.

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<PAGE>


                  SECTION 7.3 Notes Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Notes have concurred in any request, demand, authorization, direction, notice,
consent and waiver or other act under this Indenture, Notes which are owned by
the Issuer or any Partner or any Affiliate of either thereof shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination except that for the purposes of determining whether the Trustee
shall be protected in conclusively relying on any such request, demand,
authorization, notice, direction, consent or waiver, only Notes which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. The Issuer shall furnish a Responsible Officer of the Trustee, upon
its request, with a list of such Partners and Affiliates of the Issuer and such
Partners. Notes so owned which have been pledged in good faith may be regarded
as Outstanding for the purposes of this Section 7.3 if the pledgee shall
establish to the satisfaction of the Trustee that the pledgee has the right to
vote such Notes and that the pledges is not an Affiliate or Partner of the
Issuer. In case of a dispute as to such right, any decision by the Trustee,
taken upon the advice of counsel, shall be full protection to the Trustee.

                  SECTION 7.4 Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
6.11 hereof, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Notes or of any series of Notes specified in
this Indenture in connection with such action, any Holder of a Note the serial
number of which is shown by the evidence to be included in the Notes 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 7.2 hereof, revoke such action so far as concerns such Note. Except as
aforesaid, any such action taken by the Holder of any Note shall be conclusive
and binding upon such Holder and upon all future holders and owners of such
Note, and of any Note issued in exchange therefor or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Note or any Note issued in exchange therefor or in place thereof. Any action
taken by the Holders of the percentage in aggregate principal amount of the
Notes specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the
Notes.

                                   ARTICLE 8

                                HOLDERS' MEETINGS

                  SECTION 8.1 Purposes for Which Holders' Meetings May Be
Called. A meeting of Holders of any series of Notes may be called at any time
and from time to time pursuant to this Article 8 for any of the following
purposes:

                  (a) to give any notice to the Issuer or to the Trustee, or to
         give any directions to the Trustee, or to waive or to consent to the
         waiving of any default hereunder, or to take any other action
         authorized to be taken by Holders of such series hereunder;

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<PAGE>


                  (b) to remove the Trustee and appoint a successor Trustee
         pursuant to Article 4 hereof;

                  (c) to consent to the execution of an Indenture or Indentures
         supplemental hereto pursuant to Section 9.2 hereof;

                  (d) to take any Action contemplated by Section 6.11 or Section
         6.12 above; or

                  (e) to take any Action (other than an Action described in
         clause (d) of this Section 8.1) authorized to be taken by or on behalf
         of the Holders of any specified aggregate principal amount of the Notes
         under any other provision of this Indenture or under applicable law.

                  SECTION 8.2 Call of Meetings by Trustee. The Trustee may at
any time call a meeting of Holders of any series to be held at such time and at
such place in the Borough of Manhattan, The City of New York, as the Trustee
shall determine. Notice of every meeting of Holders, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meetings shall be given by the Trustee, in the manner provided in
Section 1.6 hereof, (a) not less than 30 nor more than 60 days prior to the date
fixed for any meeting in respect of matters contemplated in Section 6.11 and (b)
not less than 20 nor more than 180 days prior to the date fixed for the meeting
for all other matters, to the Holders of Notes of such series.

                  SECTION 8.3 Issuer and Holders May Call Meeting. In case the
Issuer, pursuant to a resolution of its Management Committee, or the Holders of
at least 10% in aggregate principal amount of the Notes of any series then
Outstanding, shall have requested the Trustee to call a meeting of Holders of
such series by written request setting forth in general terms the action
proposed to be taken at the meeting, and the Trustee shall not have made the
mailing of the notice of such meeting within 20 days after receipt of such
request, then the Issuer or the Holders of such Notes in the amount above
specified may determine the time and the place in the Borough of Manhattan, The
City of New York, for such meeting and may call such meeting to take any action
authorized in Section 8.1 hereof by giving notice thereof as provided in Section
8.2 hereof.

                  SECTION 8.4 Persons Entitled to Vote at Meeting. To be
entitled to vote at any meeting of Holders, a person shall be a (a) Holder of
one or more Notes with respect to which such meeting is being held or (b) person
appointed by an instrument in writing as proxy for the Holder or Holders of such
Notes by a Holder of one or more such Notes. The only persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Issuer and its
counsel.

                  SECTION 8.5 Determination of Voting Rights; Conduct and
Adjournment of Meeting. Notwithstanding any other provisions of this Indenture,
the

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<PAGE>


Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders, in regard to proof of the holding of Notes and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote and such other matters concerning the
conduct of the meeting as it shall think fit. The holding of Notes shall be
proved in the manner specified in Section 7.2 hereof and the appointment of any
proxy shall be proved in the manner specified in Section 7.1 or by having the
signature of the person executing the proxy witnessed or guaranteed by any bank,
banker, trust company or firm satisfactory to the Trustee.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders as provided in Section 8.3 hereof, in which case the
Issuer or the Holders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Holders of a majority
in principal amount of the Notes represented at the meeting and entitled to
vote.

                  Subject to the provision of Section 7.3 hereof, at any meeting
each Holder of a series or proxy shall be entitled to one vote for each $100,000
principal amount of Notes of such series held or represented by it; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Note challenged as not Outstanding and ruled by the chairman of the meeting not
to be Outstanding. The chairman of the meeting shall have no right to vote other
than by virtue of Notes of such series held by it or instruments in writing as
aforesaid duly designating it as the person to vote on behalf of other Holders.
Any meeting of Holders of such series duly called pursuant to Section 8.2 or 8.3
hereof may be adjourned from time to time, and the meeting may be held as so
adjourned without further notice.

                  At any meeting, the presence of persons holding or
representing Notes with respect to which such meeting is being held in an
aggregate principal amount sufficient to take action upon the business for the
transaction of which such meeting was called shall be necessary to constitute a
quorum; but, if less than a quorum be present, the persons holding or
representing a majority of the Notes represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present.

                  SECTION 8.6 Counting Votes and Recording Action of Meeting.
The vote upon any resolution submitted to any meeting of Holders of a series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Notes of such series or of their representatives by proxy and the
serial numbers and principal amounts of the Notes of such series held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the

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<PAGE>


original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given
as provided in Section 8.2 hereof. The record shall show the serial numbers of
the Notes voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting, and one of the duplicates shall be delivered to the Issuer and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1 Supplemental Indentures Without Consent of
Holders. Without the consent of the Holders of any Notes, the Issuer, when
authorized by a Management Committee Resolution of the Issuer, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto in form satisfactory to the Trustee, for any of the
following purposes:

                  (a) to establish the form and terms of Notes of any series
         permitted by Sections 2.1; or

                  (b) to evidence the succession of another entity to the
         Issuer, and the assumption by any such successor of the covenants of
         the Issuer herein and in the Notes; or

                  (c) to evidence and provide for the acceptance of appointment
         of a successor Trustee with respect to any series of Notes; or

                  (d) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to register any Notes
         under the Securities Act and the Exchange Act, or to comply with any
         applicable rules and regulations of any securities exchange on which
         any Notes may be listed, or, to qualify, requalify or continue the
         qualification of this Indenture (including any supplemental indenture)
         under the terms of the Trust Indenture Act, or under any similar
         federal statute hereafter enacted, and to add to this Indenture such
         other provisions as may be expressly permitted by the terms of the
         Trust Indenture Act, excluding, however, the provisions referred to in
         Section 316(a)(2) of the Trust Indenture Act as in effect at the date
         as of which this instrument was executed or any corresponding provision
         in any similar federal statute hereafter enacted; or

                  (e) to permit or facilitate the issuance of Notes in
         uncertificated form; or

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<PAGE>


                  (f) to cure any ambiguity, to correct or supplement any
         provision herein that may be defective or inconsistent with any other
         provision herein or that may require modification to implement or give
         effect to any Action approved or deemed approved by the Holders as
         provided hereunder or to make any other provisions with respect to
         matters or questions arising under this Indenture; provided such action
         shall not adversely affect the interest of the Holders of any series in
         any material respect; or

                  (g) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Notes any Property; or

                  (h) to add to the covenants of the Issuer for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Issuer; or

                  (i) to add additional Events of Default; or

                  (j) to add to, change or eliminate any provisions of the
         Indenture in respect of one or more series of Notes issued hereunder,
         provided that any such addition, change or elimination (i) shall
         neither (A) apply to Notes issued thereunder of any series created
         prior to the execution of such supplemental indenture and entitled to
         the benefit of such provision or (B) modify the rights of any Holder of
         such Notes with respect to such provision or (ii) shall become
         effective only when there are no such Notes Outstanding.

                  SECTION 9.2 Supplemental Indenture with Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Issuer and the Trustee, the
Issuer, in each case, when authorized by a Management Committee Resolution, may,
and the Trustee, subject to Section 9.3 and 9.4 hereof, shall, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
mutually agreeable provisions to or changing in any manner or eliminating any of
the provision of this Indenture; provided, however, that if there shall be Notes
of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of one or more, but
less than all, of such series, then the consent only of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes of all
series so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note directly affected thereby:

                  (a) change the Stated Maturity of any Note or, the Stated
         Maturity of any installment of any Note, or of any payment of interest
         thereon, or the dates or circumstances of payment of premium, if any,
         on, any Note, or change the principal amount thereof or the rate of
         interest thereon or any premium payable upon the redemption thereof, or
         change the place of payment where, or the coin or currency in which,
         any Note or the premium, if any, or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such

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<PAGE>


         payment of principal or interest on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Determination
         Date) or such payment of premium, if any, on or after the date such
         premium becomes due and payable, or change the Determination Date or
         the terms of payment or redemption; or

                  (b) reduce the percentage in principal amount of the
         Outstanding Notes, the consent of whose Holders is required for any
         such amendment, supplement or waiver, or the consent of whose Holders
         is required for any waiver provided for in this Indenture; or

                  (c) amend or modify any of the provisions of this Section 9.2.

                  A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Notes, or which
modifies the rights of the Holders of Notes 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 Notes of any other series.

                  Upon receipt by the Trustee of Management Committee
Resolutions of the Issuer and such other documentation as the Trustee may
reasonably require and upon the filing with the Trustee of evidence of the Act
of said Holders, the Trustee shall join in the execution of such supplemental
indenture or other instrument, as the case may be, subject to the provisions of
Sections 9.3 and 9.4 hereof.

                  It shall not be necessary for any Act of Holders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                  SECTION 9.3 Execution of Supplemental Indentures. The Trustee
may, but shall not be required to, take any action which modifies or affects its
duties and responsibilities hereunder. In executing, or accepting the additional
trusts created by any Series Supplemental Indenture or any other supplemental
indenture permitted by this Article 9 or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 4.1 hereof) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture, that all requisite consents have been
obtained or that no consents are required and that such supplemental indenture
constitutes the legal, valid and binding obligation of the Issuer, enforceable
against the Issuer in accordance with its terms, subject to customary equitable
principles exceptions.

                  SECTION 9.4 Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article 9, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Notes
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                  SECTION 9.5 Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to



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<PAGE>

this Article 9 may, and shall if required by the Issuer, bear a notation in form
approved by the Issuer and the Trustee as to any matter provided for with
respect to such Notes; and, in such case, suitable notation may be made upon
Outstanding Notes after proper presentation and demand. If the Issuer shall so
determine, new Notes so modified as to conform, in the opinion of the Issuer, to
any such supplemental Indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

                  SECTION 9.6 Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article 9 shall conform to the
requirements of the Trust Indenture Act as then in effect.

                                   ARTICLE 10

                           SATISFACTION AND DISCHARGE

                  SECTION 10.1 Defeasance of Notes. The Issuer will be deemed to
have paid and will be discharged from any and all obligations in respect of the
Notes on the 123rd day after the deposit referred to below, and the provisions
of the Indenture will no longer be in effect with respect to the Notes (except
for, among other matters, certain obligations to register the transfer or
exchange of the Notes, to replace stolen, lost or mutilated Notes, to maintain
paying agencies and to hold monies for payment in trust) if:

                  (a) the Issuer has deposited with the Trustee, in trust, money
         and/or U.S. Government Obligations that through the payment of interest
         and principal in respect thereof in accordance with their terms will
         provide money in an amount sufficient to pay the principal of, premium,
         if any, and accrued interest on the Notes on the Stated Maturity of
         such payments in accordance with the terms of the Indenture and the
         Notes;

                  (b) the Issuer has delivered to the Trustee (i) either (x) an
         Opinion of Counsel to the effect that Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         Issuer's exercise of its option under this section and will be subject
         to federal income tax on the same amount and in the same manner and at
         the same times as would have been the case if such deposit, defeasance
         and discharge had not occurred, which Opinion of Counsel must be based
         upon (and accompanied by a copy of) a ruling of the Internal Revenue
         Service to the same effect unless there has been a change in applicable
         federal income tax law after the Initial Closing Date such that a
         ruling is no longer required or (y) a ruling directed to the Trustee
         received from the Internal Revenue Service to the same effect as the
         aforementioned Opinion of Counsel and (ii) an Opinion of Counsel to the
         effect that the creation of the defeasance trust does not violate the
         Investment Company Act of 1940 and after the passage of 123 days
         following the deposit, the trust fund will not be subject to the effect
         of Section 547 of the United States Bankruptcy Code or Section 15 of
         the New York Debtor and Creditor Law;

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                  (c) immediately after giving effect to such deposit on a pro
         forma basis, no Default or Event of Default, shall have occurred and be
         continuing on the date of such deposit or during the period ending on
         the 123rd day after the date of such deposit, and such deposit shall
         not result in a breach or violation of, or constitute a default under,
         any other agreement or instrument to which the Issuer or any of its
         Subsidiaries is a party or by which the Issuer or any of its
         Subsidiaries is bound; and

                  (d) if at such time the Notes are listed on a national
         securities exchange, the Issuer has delivered to the Trustee an Opinion
         of Counsel to the effect that the Notes will not be delisted as a
         result of such deposit, defeasance and discharge.

                  Upon satisfaction of the aforesaid conditions with respect to
the Notes, the Trustee shall, upon receipt of an Issuer Request, acknowledge in
writing that the Notes are deemed to have been paid for all purposes of this
Indenture and that the entire indebtedness of the Issuer in respect thereof is
deemed to have been satisfied and discharged.

                  Notwithstanding the satisfaction and discharge of any Notes as
aforesaid, the obligations of the Issuer and the Trustee in respect of such
Notes under Sections 2.4, 2.5, 2.6, 2.13, Article 4 and this Article 10 hereof
shall survive.

                  SECTION 10.2 Covenant Defeasance. The Issuer shall, subject to
the satisfaction of the conditions set forth in this Section, be released from
its obligations under the covenants contained in Section 6.1 (other than the
covenants set forth in Section 6.1(a), (k) and (o)) and Section 6.2 (other than
the covenant set forth in Section 6.2(f)). With respect to Outstanding Notes on
and after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), the Notes shall thereafter be deemed not Outstanding for
the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall be deemed outstanding for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
Outstanding Notes, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.3
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, subject to the satisfaction of
the conditions set forth in this Section, Sections 6.3(b), 6.3(c), 6.3(d),
6.3(e), 6.3(h), 6.3(i) and 6.3(j) hereof shall not constitute Events of Default.

                  The following shall be the conditions to the effectiveness of
a Covenant Defeasance as set forth in the prior paragraph;

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                  (a) satisfaction of the provisions set forth in 10.1(a),
         10.1(b)(ii), 10.1(c) and 10.1(d); and

                  (b) delivery by the Issuer to the Trustee of an Opinion of
         Counsel to the effect that, the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of such deposit and
         defeasance of certain covenants and Events of Default and will be
         subject to federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such deposit and
         defeasance had not occurred.

                  SECTION 10.3 Satisfaction and Discharge of the Indenture. This
Indenture shall upon written request by the Issuer cease to be of further effect
(except as to (i) any surviving rights of registration of transfer or exchange
of Notes of any series issued thereunder expressly provided for therein and (ii)
the obligations of the Issuer with respect to any Notes for whose payments money
has been deposited in trust as set forth in Section 10.1), and the Trustee shall
execute instruments acknowledging satisfaction and discharge of the Indenture,
when:

                  (i) either (a) all Notes issued under the Indenture
         theretofore authenticated and delivered (other than (1) securities
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in this Indenture and (2) Notes for whose payment
         money has been deposited in trust or segregated and held in trust by
         the Issuer and thereafter repaid to the Issuer or discharged from such
         trust, as provided in this Indenture) have been delivered to the
         Trustee for cancellation or (b) all such Notes not theretofore
         delivered to the Trustee for cancellation (1) have become due and
         payable, (2) will become due and payable at their Stated Maturity
         within one year, or (3) are to be called for redemption within one year
         under arrangements satisfactory to the Trustee and the Issuer, in the
         case of (1), (2) or (3) described in clause (b) above, has deposited or
         caused to be deposited with the Trustee in trust for such purpose money
         in an amount sufficient to pay and discharge the entire indebtedness on
         such Notes, for principal and any premium and interest to the date of
         such deposit (in the case of securities which have become due and
         payable) or to the Stated Maturity or Determination Date, as the case
         may be;

                  (ii) The Issuer has paid or caused to be paid all other sums
         payable thereunder by the Issuer; and

                  (iii) The Issuer has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel each stating that all conditions
         precedent provided in the Indenture with respect to the satisfaction
         and discharge of the Indenture have been complied with.

                  Upon satisfaction of the aforesaid conditions, the Trustee
shall, upon receipt of an Issuer Request, acknowledge in writing the
satisfaction and discharge of this Indenture.

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<PAGE>


                  Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Issuer and the Trustee under
Sections 2.4, 2.5, 2.6, 2.13, Article 4 and this Article 10 hereof shall
survive.

                  Upon satisfaction and discharge of this Indenture as provided
in this Section 10.3, the Trustee shall assign, transfer and turn over to or
upon the order of the Issuer any and all money, securities and other property
then held by the Trustee for the benefit of the Holders, other than money
deposited with the Trustee pursuant to Section 10.1(a) hereof and interest and
other amounts earned or received thereon.

                  SECTION 10.4 Application of Trust Money. The money deposited
with the Trustee pursuant to Section 10.1 hereof shall not be withdrawn or used
for any purpose other than, and shall be held in trust for, the payment of the
principal of, and premium, if any, and interest on, the Notes or portions of
principal amount thereof in respect of which such deposit was made.

                  SECTION 10.5 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for One Year. Unless otherwise required by mandatory provisions of the
applicable escheat or abandoned or unclaimed property law, any moneys deposited
with or paid to the Trustee or any Paying Agent for the payment of principal of,
or premium, if any, or interest on, any Note, other than amounts held pursuant
to Section 10.1 hereof and not applied but remaining unclaimed for one year
after the date upon which such principal, premium, if any, or interest shall
have become due and payable, shall, upon written request of the Issuer, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee or such Paying
Agent, and the Holder of such Note shall thereafter look only to the Issuer for
any payment that such Holder may be entitled to collect, and all liability of
the Trustee or any paying agent with respect to such moneys shall thereupon
cease.

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                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed by their respective officers duly authorized as of the day and
year first above written.

                        IROQUOIS GAS TRANSMISSION SYSTEM, L.P., as the Issuer

                        By:    Iroquois Pipeline Operating Company, its Agent


                        By:     /s/ Paul Bailey
                           ----------------------------------------------------
                             Name:  Paul Bailey
                             Title: Vice President and Chief Financial Officer


                        By:     /s/ Craig R. Frew
                           ----------------------------------------------------
                             Name:  Craig R. Frew
                             Title: President


                        THE CHASE MANHATTAN BANK,
                        as Trustee


                        By:     /s/ Denise S. Moore
                           ----------------------------------------------------
                             Name:  Denise S. Moore
                             Title: Assistant Treasurer

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                                    EXHIBIT A

                            SUBORDINATION PROVISIONS



The unsecured affiliate indebtedness evidenced by this instrument (herein called
the "Affiliate Subordinated Debt") is subordinated and subject in right of
payment to the prior payment in full of all Senior Debt Obligations (as
hereinafter defined) of Iroquois Gas Transmission System, L.P., a limited
partnership formed under the laws of the State of Delaware (the "Issuer"). Each
holder of this instrument, by its acceptance hereof, agrees to and shall be
bound by all the provisions hereof.

All capitalized terms used herein and not otherwise defined herein shall have
the meanings attributed to them in the Indenture, dated as of May 30, 2000 (as
such agreement may be amended, supplemented or otherwise modified from time to
time, the "Indenture"), between the Issuer and The Chase Manhattan Bank, as
trustee (the "Trustee").

The term "Senior Debt Obligations", as used herein, shall include all loans,
advances, debts, liabilities and obligations, howsoever arising (whether or not
evidenced by any note or instrument and whether or not for the payment of
money), direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising (collectively, "Obligations") of the Issuer now or
hereafter existing in respect of Senior Debt and any amendments, modifications,
deferrals, renewals or extensions of any such Senior Debt, or of any notes or
evidences of indebtedness heretofore or hereafter issued in evidence of or in
exchange for any such Obligation, whether for principal, interest (including
interest payable in respect of any such Obligations subsequent to the
commencement of any proceeding against or with respect to the Issuer under any
chapter of the Bankruptcy Code, 11 U.S.C. ss. 101 et seq. (the "Bankruptcy
Code"), or any provision of corresponding bankruptcy, insolvency or commercial
reorganization legislation of any other jurisdiction, whether or not such
interest is an allowed claim enforceable against the debtor, and whether or not
the holder of such obligation would be otherwise entitled to receive dividends
or payments with respect to any such interest or any such proceeding), fees,
expenses or otherwise.

The term "Affiliate Subordinated Debt", as used herein, shall mean all
Obligations of the Issuer owing to any Partner or an Affiliate of any Partner of
the Issuer now or hereafter existing hereunder (whether created directly or
acquired by assignment or otherwise), whether for principal, interest
(including, without limitation, interest accruing after the filing of a petition
initiating any bankruptcy proceeding described in the definition of Senior Debt
Obligations, whether or not such interest accrues after the filing of such
petition for purposes of the Bankruptcy Code or is an allowed claim in such
proceeding), fees, expenses or otherwise.

On and after the Initial Closing Date, no payment on account of principal,
interest, fees, expenses or otherwise on this Affiliate Subordinated Debt shall
be made by the Issuer in

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cash unless (a) full payment of all amounts then due and payable on all Senior
Debt Obligations has been made, (b) such payment would be permitted by the
Indenture, (c) each of the conditions set forth in Section 6.2(e) of the
Indenture has been satisfied and (d) immediately after giving effect to such
payment, there shall not exist any Default or Event of Default. Any such payment
permitted pursuant to this paragraph is hereinafter referred to as a "Permitted
Payment". For the purposes of these provisions, no Senior Debt Obligations shall
be deemed to have been paid in full until the obligee of such Senior Debt
Obligations shall have indefeasibly received payment in full in cash.

Upon any payment or distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding up or total or partial liquidation or reorganization of
the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, then and in any such event all principal,
premium and interest and all other amounts due or to become due upon all Senior
Debt Obligations shall first be paid in full before the holders of the Affiliate
Subordinated Debt shall be entitled to retain any assets so paid or distributed
in respect of the Affiliate Subordinated Debt (or principal, premium, interest
or otherwise) and upon any such dissolution or winding up or liquidation or
reorganization, any payment or distribution of assets of the Issuer of any kind
or character, whether in cash, property or securities, to which the holders of
the Affiliate Subordinated Debt would be entitled, except as otherwise provided
herein, shall be paid pro rata among the holders of Senior Debt Obligations by
the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, or by the holders of the
Affiliate Subordinated Debt if received by them. So long as any Senior Debt
Obligations are outstanding, the holder of this instrument shall not commence,
or join with any creditor other than the holders of the Senior Debt Obligations
in commencing, or directly or indirectly causing the Issuer to commence, or
assist the Issuer in commencing, any proceeding referred to in the preceding
sentence.

The holder of this instrument hereby irrevocably authorizes and empowers
(without imposing any obligation on) each Senior Party and such Senior Party's
representatives, under the circumstances set forth in the immediately preceding
paragraph, to demand, sue for, collect and receive every such payment or
distribution described therein and give acquittance therefor, to file claims and
proofs of claims in any statutory or nonstatutory proceeding, to vote such
Senior Party's ratable share of the full amount of the Affiliate Subordinated
Debt evidenced by this instrument in its sole discretion in connection with any
resolution, arrangement, plan of reorganization, compromise, settlement or
extension and to take all such other action (including, without limitation, the
right to participate in any composition of creditors and the right to vote such
Senior Party's ratable share of the full amount of the Affiliate Subordinated
Debt at creditors' meetings for the election of trustees, acceptances of plans
and otherwise), in the name of the holder of the Affiliate Subordinated Debt
evidenced by this instrument or otherwise, as such Senior Party's
representatives may deem necessary or desirable for the enforcement of the
subordination provisions of this instrument. The holder of this instrument shall
execute and deliver to each Senior Party and such holder's representatives all
such further instruments confirming the foregoing authorization, and all such
powers of attorney, proofs of claim, assignments of claim and other instruments,
and shall take all such other action as may be


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reasonably requested by such holder or such holder's representatives in order to
enable such holder to enforce all claims upon or in respect of such holder's
ratable share of the Affiliate Subordinated Debt evidenced by this instrument.

The holder of this instrument shall not, without the prior written consent of
the Senior Parties, have any right to accelerate payment of, or institute any
proceeding to enforce, the Affiliate Subordinated Debt so long as any Senior
Debt Obligations are outstanding, unless and until the holders of all Senior
Debt Obligations have accelerated payment thereof and commenced proceedings to
enforce such Senior Debt Obligations.

After the payment in full of all amounts due in respect of Senior Debt
Obligations, the holder or holders of the Affiliate Subordinated Debt shall be
subrogated to the rights of the Senior Parties to receive payments or
distributions of cash, property or securities of the Issuer applicable to Senior
Debt Obligations until the principal of, premium on, interest on and all other
amounts due or to become due with respect to the Affiliate Subordinated Debt
shall be paid in full subject to the terms and conditions of the Affiliate
Subordinated Debt or of any agreement among the holders of the Affiliate
Subordinated Debt and other Affiliate Subordinated Debt of the Issuer.

If any payment (other than a Distribution permitted pursuant to Section 6.2(e)
of the Indenture) or distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities, shall be received by the
holder of the Affiliate Subordinated Debt in such capacity before all Senior
Debt Obligations are paid in full, such payment or distribution will be held in
trust for the benefit of, and shall be immediately paid over pro rata among the
holders of Senior Debt Obligations, for application to the payment in full of
Senior Debt Obligations, until all Senior Debt Obligations shall have been paid
in full.

Nothing contained in this instrument is intended to or shall impair as between
the Issuer, its creditors (other than the Senior Parties) and the holders of the
Affiliate Subordinated Debt, the Obligations of the Issuer to pay to the holders
of the Affiliate Subordinated Debt, as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the
holders of the Affiliate Subordinated Debt and creditors of the Issuer (other
than the Senior Parties).

The holders of the Senior Debt Obligations shall not be prejudiced in their
rights to enforce the subordination contained herein in accordance with the
terms hereof by any act or failure to act on the part of the Issuer.

The holder of this instrument agrees to execute and deliver such further
documents and to do such other acts and things as the Senior Parties may
reasonably request in order fully to effect the purposes of these subordination
provisions. Each holder of this instrument by its acceptance hereof authorizes
and directs the Trustee on its behalf to take such further action as may be
necessary to effectuate the subordination as provided herein and appoints the
Trustee as its attorney-in-fact for any and all such purposes.

The subordination effected by these provisions, and the rights of the Senior
Parties, shall not be affected by (i) any amendment of, or addition or
supplement to, the Indenture, any

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other Senior Debt Agreement, or any other document evidencing Senior Debt
Obligations, (ii) any exercise or nonexercise of any right, power or remedy
under or in respect to the Indenture, any other Senior Debt Agreement, or any
other document evidencing or securing Senior Debt Obligations or (iii) any
waiver, consent, release, indulgence, extension, renewal, modification, delay,
or other action, inaction or omission, in respect of the Indenture, any other
Senior Debt Agreement, or any other document evidencing Senior Debt Obligations;
whether or not any holder of any Affiliate Subordinated Debt shall have had
notice or knowledge of any of the foregoing.

No failure on the part of any Senior Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor all any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

The holder of this instrument and the Issuer each hereby waive promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Senior Debt Obligations and these terms of subordination and any requirement
that any Senior Party protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right to take any action against the
Issuer or any other Person.

These terms of subordination shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Senior Debt
Obligations is rescinded or must otherwise be returned by any Senior Party upon
the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as
though such payment had not been made.

The provisions of these terms of subordination constitute a continuing agreement
and shall (i) remain in full force and effect until the payment in full of the
Senior Debt Obligations, (ii) be binding upon the holder of this instrument, the
Issuer and its successors, transferees and assignees and (iii) inure to the
benefit of, and be enforceable by, each Senior Party. Without limiting the
generality of the foregoing clause (iii), the Senior Party may assign or
otherwise transfer all or any portion of its rights and obligations under all or
any of the Senior Debt Agreements to any other Person (to the extent permitted
by the Senior Debt Agreements), and such other Person shall thereupon become
vested with all the rights in respect thereof granted to such Senior Party
herein or otherwise.

This instrument shall be governed by and construed in accordance with, the laws
of the State of New York, without giving effect to the conflict of law
principles thereof.

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<PAGE>


                                  SCHEDULE 1.1

                                   Investments

Bankers Trust -- Bankers Trust Institution Cash Management Fund

Chase Vista Funds-- US Government Money Market Fund (CMB- Indy Trading)