<PAGE>

                                                                    Exhibit 10.9

===============================================================================




                                SUNOCO LOGISTICS
                            PARTNERS OPERATIONS L.P.

                                     Issuer


                                       and


                                [NAME OF TRUSTEE]

                                     Trustee

                                ----------------

                                    INDENTURE

                        Dated as of [Closing Date], 2002

                                ----------------


                   $250,000,000 [Rate]% Senior Notes due 2012





===============================================================================

<PAGE>


                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                 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
-------------------                                           -----------------

 (S)310(a)(1) ...........................................               609
 (a)(2) .................................................               609
 (a)(3) .................................................    Not Applicable
 (a)(4) .................................................    Not Applicable
    (b) .................................................          608; 610
 (S)311(a) ..............................................               613
    (b) .................................................               613
 (S)312(a) ..............................................          701; 702
    (b) .................................................               702
    (c) .................................................               702
 (S)313(a) ..............................................               703
    (b) .................................................               703
    (c) .................................................               703
    (d) .................................................               703
 (S)314(a) ..............................................               704
 (a)(4) .................................................              1004
    (b) .................................................    Not Applicable
 (c)(1) .................................................               102
 (c)(2) .................................................               102
 (c)(3) .................................................    Not Applicable
    (d) .................................................    Not Applicable
    (e) .................................................               102
 (S)315(a) ..............................................          601, 603
    (b) .................................................               602
    (c) .................................................               601
    (d) .................................................               601
    (e) .................................................               514
 (S)316(a) ..............................................               101
 (a)(1)(A) ..............................................          502; 512
 (a)(1)(B) ..............................................               513
 (a)(2) .................................................    Not Applicable
    (b) .................................................               508
    (c) .................................................               104
 (S)317(a)(1) ...........................................               503
 (a)(2) .................................................               504
    (b) .................................................              1003
 (S)318(a) ..............................................               107

------------------

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


                                       ii

<PAGE>

                                TABLE OF CONTENTS

                                   ARTICLE I
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions..................................................... 1
Section 102. Compliance Certificates and Opinions............................13
Section 103. Form of Documents Delivered to Trustee..........................14
Section 104. Acts of Holders; Record Dates...................................15
Section 105. Notices, Etc., to Trustee and Operating Partnership.............16
Section 106. Notice to Holders; Waiver.......................................16
Section 107. Conflict with Trust Indenture Act...............................17
Section 108. Effect of Headings and Table of Contents........................17
Section 109. Successors and Assigns..........................................17
Section 110. Separability Clause.............................................17
Section 111. Benefits of Indenture...........................................17
Section 112. Governing Law...................................................17
Section 113. Legal Holidays..................................................17
Section 114. Language of Notices, Etc. ......................................18

                                   ARTICLE II
                                 SECURITY FORMS

Section 201. Forms Generally.................................................18
Section 202. Forms of Face of Securities.....................................19
Section 203. Forms of Reverse of Securities..................................20
Section 204. Form of Legend for Global Securities............................25
Section 205. Form of Trustee's Certificate and Authorization.................26

                                  ARTICLE III
                                 THE SECURITIES

Section 301. Title and Terms.................................................27
Section 302. Denominations...................................................27
Section 303. Execution, Authentication, Delivery and Dating..................27
Section 304. Temporary Securities............................................28
Section 305. Registration, Registration of Transfer and Exchange.............29
Section 306. Mutilated, Destroyed, Lost and Stolen Securities................33
Section 307. Payment of Interest; Interest Rights Preserved..................34
Section 308. Persons Deemed Owners...........................................35
Section 309. Cancellation....................................................36
Section 310. Computation of Interest.........................................36
Section 311. CUSIP Numbers...................................................36


                                       iii

<PAGE>

<TABLE>
<CAPTION>


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

<S>        <C>                                                                         <C>
Section 401. Satisfaction and Discharge of Indenture.................................... 37
Section 402. Application of Trust Money................................................. 38

                                   ARTICLE V
                                    REMEDIES

Section 501. Events of Default.......................................................... 38
Section 502. Acceleration of Maturity; Rescission and Annulment......................... 39
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee............ 40
Section 504. Trustee May File Proofs of Claim........................................... 40
Section 505. Trustee May Enforce Claims Without Possession of Securities................ 41
Section 506. Application of Money Collected............................................. 41
Section 507. Limitation on Suits........................................................ 41
Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.. 42
Section 509. Restoration of Rights and Remedies......................................... 42
Section 510. Rights and Remedies Cumulative............................................. 42
Section 511. Delay or Omission Not Waiver............................................... 43
Section 512. Control by Holders......................................................... 43
Section 513. Waiver of Past Defaults.................................................... 43
Section 514. Undertaking for Costs...................................................... 44
Section 515. Waiver of Usury, Stay or Extension Laws.................................... 44

                                   ARTICLE VI
                                  THE TRUSTEE

Section 601. Certain Duties and Responsibilities........................................ 44
Section 602. Notice of Defaults......................................................... 45
Section 603. Certain Rights of Trustee.................................................. 46
Section 604. Not Responsible for Recitals or Issuance of Securities..................... 47
Section 605. May Hold Securities........................................................ 47
Section 606. Money Held in Trust........................................................ 47
Section 607. Compensation and Reimbursement............................................. 47
Section 608. Disqualification; Conflicting Interests.................................... 48
Section 609. Corporate Trustee Required; Eligibility.................................... 48
Section 610. Resignation and Removal; Appointment of Successor.......................... 48
Section 611. Acceptance of Appointment by Successor..................................... 50
Section 612. Merger, Conversion, Consolidation or Succession to Business................ 50
Section 613. Preferential Collection of Claims Against Operating Partnership............ 50
Section 614. Appointment of Authenticating Agent........................................ 50

                                  ARTICLE VII
        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

Section 701. Operating Partnership to Furnish Trustee Names and Addresses of Holders.... 52
Section 702. Preservation of Information; Communications to Holders..................... 52
Section 703. Reports by Trustee......................................................... 52
</TABLE>



                                       iv

<PAGE>


Section 704. Reports by Operating Partnership................................ 53

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.   Operating Partnership and Subsidiary Guarantors May Consolidate,
               Etc., Only on Certain Terms................................... 54
Section 802.   Successor Substituted......................................... 54

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures Without Consent of Holders............ 55
Section 902.   Supplemental Indentures with Consent of Holders............... 56
Section 903.   Execution of Supplemental Indentures.......................... 56
Section 904.   Effect of Supplemental Indentures............................. 56
Section 905.   Conformity with Trust Indenture Act........................... 57
Section 906.   Reference in Securities to Supplemental Indentures............ 57

                                   ARTICLE X
                                   COVENANTS

Section 1001.  Payment of Principal, Premium and Interest.................... 57
Section 1002.  Maintenance of Office or Agency............................... 57
Section 1003.  Money for Securities Payments to Be Held in Trust............. 58
Section 1004.  Statement by Officers as to Default........................... 59
Section 1005.  Existence..................................................... 59
Section 1006.  Limitations on Liens.......................................... 59
Section 1007.  Restriction of Sale-Leaseback Transaction..................... 61
Section 1008.  Future Subsidiary Guarantors.................................. 61
Section 1009.  Waiver of Certain Covenants................................... 62
Section 1010.  Officers' Certificate as to Additional Interest............... 62

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

Section 1101.  Optional Redemption........................................... 62
Section 1102.  Election to Redeem; Notice to Trustee......................... 63
Section 1103.  Selection by Trustee of Securities to be Redeemed............. 63
Section 1104.  Notice of Redemption.......................................... 63
Section 1105.  Deposit of Redemption Price................................... 64
Section 1106.  Securities Payable on Redemption Date......................... 64
Section 1107.  Securities Redeemed in Part................................... 64

                                  ARTICLE XII
                                  NON-RECOURSE

Section 1201.  Non-Recourse to the General Partner and Partnership GP; No
               Personal Liability of Officers, Directors, Employees or
               Partners...................................................... 65



                                        v

<PAGE>

<TABLE>
<CAPTION>

                                      ARTICLE XIII
                                DEFEASANCE OF SECURITIES

<S>           <C>                                                                    <C>
Section 1301.  Legal Defeasance....................................................... 65
Section 1302.  Covenant Defeasance.................................................... 67
Section 1303.  Application by Trustee of Funds Deposited for Payment of Securities.... 68
Section 1304.  Repayment to Operating Partnership..................................... 68
Section 1305.  Reinstatement.......................................................... 69

                                       ARTICLE XIV
                                 GUARANTY OF SECURITIES

Section 1401.  Unconditional Guaranties............................................... 69
Section 1402.  Limitation of Guarantor's Liability.................................... 71
Section 1403.  Contribution........................................................... 71
Section 1404.  Execution and Delivery of Guaranties................................... 71
Section 1405.  Consent to Jurisdiction and Service of Process......................... 72
Section 1406.  Waiver of Immunity..................................................... 72
Section 1407.  Judgment Currency...................................................... 73
Section 1408.  Execution of Supplemental Indenture for Future Subsidiary Guarantors... 73
Section 1409.  Release of Guaranty.................................................... 73

ANNEX A Form of Supplemental Indenture of Future Subsidiary Guarantors
ANNEX B Form of Regulation S Certificate
ANNEX C Form of Restricted Securities Certificate
ANNEX D Form of Unrestricted Securities Certificate
</TABLE>





                                       vi

<PAGE>


         INDENTURE dated as of [Closing Date], 2002 between SUNOCO LOGISTICS
PARTNERS OPERATIONS L.P., a Delaware limited partnership (the "Operating
Partnership"), having its principal office at 1801 Market Street, Philadelphia,
Pennsylvania 19103, and [NAME OF TRUSTEE], a [national banking association], as
Trustee (the "Trustee").

                      RECITALS OF THE OPERATING PARTNERSHIP

         The Operating Partnership has duly authorized the creation of the
Securities (as hereinafter defined), substantially of the tenor and amount
hereinafter set forth, and to provide therefor the Operating Partnership has
duly authorized the execution and delivery of this Indenture.

         All things necessary to make the Securities, when executed by the
Operating Partnership and authenticated and delivered hereunder and duly issued
by the Operating Partnership, the valid obligations of the Operating
Partnership, and to make this Indenture a valid agreement of the Operating
Partnership, in accordance with the terms of the Securities and this Indenture,
respectively, have been done.

         Upon the issuance of the Exchange Securities or the effectiveness of a
registration statement filed in connection with the Exchange Offer (as
hereinafter defined), this Indenture will be subject to the provisions of the
Trust Indenture Act (as hereinafter defined) that are required to be a part of
this Indenture and shall, to the extent applicable, be governed by such
provisions. Prior thereto, the provisions of said Trust Indenture Act will apply
to this Indenture only to the extent expressly provided herein.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by Holders (as hereinafter defined) thereof, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                   ARTICLE I

                   DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

Section 101. Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

               (1)   the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

               (2)   all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;






                                        1

<PAGE>

              (3)   all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation;

              (4)   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; and

              (5)   the words "Article" and "Section" refer to an Article and
Section, respectively, of this Indenture, and the word "Annex" refers to an
Annex to this Indenture.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "Additional Interest", which does not apply to the Exchange Securities,
has the meaning specified in the Forms of Reverse of Security in Section 203.

         "Additional Interest Event", which does not apply to the Exchange
Securities, has the meaning specified in the Forms of Reverse of Security in
Section 203.

         "Adjusted Net Assets" of a Guarantor at any date means the amount by
which the fair value of the property of such Guarantor at such date exceeds the
total amount of liabilities, including, without limitation, the probable amount
of contingent liabilities (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date) of such Guarantor at such date,
but excluding liabilities under the Guaranty of such Guarantor.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, or Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

         "Attributable Indebtedness", when used with respect to any
Sale-Leaseback Transaction, means, as of the time of determination, the present
value (discounted at the rate set forth or implicit in the terms of the lease
included in such transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease


                                       2

<PAGE>

included in such Sale-Leaseback Transaction (including any period for which such
lease has been extended). In the case of any lease that is terminable by the
lessee upon the payment of a penalty or other termination payment, such amount
shall be the lesser of the amount determined assuming termination upon the first
date such lease may be terminated (in which case the amount shall also include
the amount of the penalty or termination payment, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated) or the amount determined assuming no such
termination.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate the
Securities.

         "Authorized Agent" has the meaning specified in Section 1405.

         "Authorized Newspaper" means a newspaper, in the English language,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the Borough of
Manhattan, The City of New York.

         "Bankruptcy Law" means Title 11, U.S. Code, as amended, or any similar
federal or state law for the relief of debtors or the protection of creditors.

         "Board of Directors" means the board of directors of the General
Partner, or the executive or any other committee of that board duly authorized
to act in respect thereof. If the Operating Partnership shall change its form of
entity to other than a limited partnership, the references to officers or the
Board of Directors of the General Partner shall mean the officers or the Board
of Directors (or other comparable governing body) of the Operating Partnership.

         "Board Resolution" means a copy of a resolution certified by the
Corporate Secretary of the General Partner, the principal financial officer of
the General Partner or any other authorized officer of the General Partner or a
Person duly authorized by any of them, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

         "Business Day", means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law, executive order or regulation to close.

         "Capital Interests" means, with respect to any Person, any and all
shares, interests, participations, rights or other equivalents (however
designated) of such Person's equity, including, without limitation (i) with
respect to partnerships, partner interests (whether general or limited), (ii)
with respect to limited liability companies, member interests, and (iii) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, such Person.

         "Clearstream" means Clearstream Banking (or any successor securities
clearing agency).

         "Closing Date" has the meaning specified in the Registration Rights
Agreement.



                                       3

<PAGE>

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.

         "Comparable Treasury Price" means with respect to any Redemption Date
for the Securities (1) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "Consolidated Net Tangible Assets" means, at any date of determination,
the total amount of assets after deducting therefrom (i) all current liabilities
(excluding (A) any current liabilities that by their terms are extendable or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt), and (ii) the value (net of any applicable
reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the
Operating Partnership and its consolidated subsidiaries for the Operating
Partnership's most recently completed fiscal quarter, prepared in accordance
with generally accepted accounting principles.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which at the date hereof is [Trustee Address].

         "corporation" includes corporations, associations, partnerships
(general or limited), limited liability companies, joint-stock companies and
business trusts.

         "covenant defeasance" has the meaning specified in Section 1302.

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

         "Debt" means any obligation created or assumed by any Person for the
repayment of money borrowed, any purchase money obligation created or assumed by
such Person and any guarantee of the foregoing.

         "Default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to the Securities.

         "Defaulted Interest" has the meaning specified in Section 307.



                                       4

<PAGE>

         "defeasance" has the meaning specified in Section 1301.

         "Definitive Security" means a Security other than a Global Security or
a temporary Security.

         "Depositary" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Securities, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter shall mean or include each Person which is then a
Depositary hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

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

         "DTC" means the Depository Trust Company.

         "Effectiveness Period" has the meaning specified in the Registration
Rights Agreement.

         "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

         "Exchange Offer" has the meaning specified in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning specified in
the Registration Rights Agreement.

         "Exchange Security" means any Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer or
otherwise registered under the Securities Act (which shall be substantially
identical to the Original Securities except that the Exchange Securities will
have been registered pursuant to an effective registration statement under the
Securities Act, will not be subject to transfer restrictions or registration
rights and will not be entitled to the benefit of provisions for Additional
Interest) and any Security with respect to which the next preceding Predecessor
Security of such Security was an Exchange Security.

         "Funded Debt" means all Debt maturing one year or more from the date of
the creation thereof, all Debt directly or indirectly renewable or extendable,
at the option of the debtor, by its terms or by the terms of any instrument or
agreement relating thereto, to a date one year or more from the date of the
creation thereof, and all Debt under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of one year or
more.

         "Funding Guarantor" has the meaning specified in Section 1403.



                                       5

<PAGE>

         "General Partner" means Sunoco Logistics Partners GP LLC, a Delaware
limited liability company.

         "Global Securities" means the Restricted Global Securities and the
Regulation S Global Securities.

         "Global Security Legend" means a legend substantially in the form
specified in Section 204(c).

         "Guarantor" means (i) the Partnership, (ii) each Subsidiary Guarantor,
(iii) each Subsidiary of the Operating Partnership that becomes a guarantor of
the Securities pursuant to Section 1008, and (iv) any Subsidiary of the
Operating Partnership that is a successor of any Subsidiary of the Operating
Partnership referred to in clause (ii) or (iii). The term "Guarantor" shall not
include any Subsidiary of the Operating Partnership referred to in clause (ii),
(iii) or (iv) that shall have been (or whose predecessor shall have been)
released from its obligations under a Guaranty pursuant to Section 1409.

         "Guaranty" means (i) the guaranty of the Partnership pursuant to
Section 1401, (ii) the guaranty of each of the Subsidiary Guarantors pursuant to
Section 1401 and (iii) a guaranty of the Securities by any other Guarantor as
required by Section 1008.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Independent Investment Banker" means either Lehman Brothers Inc.,
Credit Suisse First Boston Corporation, Salomon Smith Barney Inc., UBS Warburg
LLC, Banc of America Securities LLC or First Union Securities, Inc., as
specified by the Operating Partnership, and any successor firm or, if such firm
is unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
after consultation with the Operating Partnership.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "Initial Purchasers" means Lehman Brothers Inc., Credit Suisse First
Boston Corporation, Salomon Smith Barney, Inc., UBS Warburg LLC, Banc of America
Securities LLC and First Union Securities, Inc.

         "Interest" includes Additional Interest, if any.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Judgment Currency" has the meaning specified in Section 1407.



                                       6

<PAGE>

         "Lien" means, as to any entity, any mortgage, lien, pledge, security
interest or other encumbrance in or on, or adverse interest or title of any
vendor, lessor, lender or other secured party to or of the entity under
conditional sale or other title retention agreement or capital lease with
respect to, any property or asset of the entity, but excluding agreements to
refrain from granting Liens.

         "Maturity," when used with respect to a Security, means the date on
which the principal of the Securities becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Non-U.S. Guarantor" has the meaning specified in Section 1405.

         "Notice of Default" means a written notice of the kind specified in
Section 501(3).

         "Officers' Certificate" of a Person means a certificate signed by the
Chairman of the Board, the Vice Chairman, the President or a Vice President, and
by the Treasurer or the Secretary, of the Person, or if such Person is a
partnership, of its general partner, and delivered to the Trustee. One of the
officers or such other Persons (as applicable) signing an Officers' Certificate
given pursuant to Section 1004 or 1009 shall be the principal executive,
financial or accounting officer of the Person, or if such Person is a
partnership, of its general partner.

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

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

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be an employee of or counsel for the Operating Partnership or a Guarantor, which
opinion shall comply with the provisions of Sections 102 and 103. Such counsel
shall be acceptable to the Trustee, whose acceptance shall not be unreasonably
withheld.

         "Original Securities" means all Securities other than Exchange
Securities.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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




                                       7

<PAGE>

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

                 (iii)   Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by
         a bona fide purchaser in whose hands such Securities are valid
         obligations of the Operating Partnership; and

                 (iv)    Securities, except to the extent provided in Sections
          1301 and 1302, with respect to which the Operating Partnership has
          effected defeasance or covenant defeasance as provided in
          Article XIII;

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

         "Pari Passu Debt" means any Debt of the Operating Partnership, whether
outstanding on the Closing Date or thereafter created, incurred or assumed,
unless, in the case of any particular Debt, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Debt shall be subordinated in right of payment to the
Securities.

         "Partnership" means Sunoco Logistics Partners L.P., a Delaware limited
partnership.

         "Partnership GP" means Sunoco Partners LLC, a Pennsylvania limited
liability company.

         "Paying Agent" means any Person authorized by the Operating Partnership
to pay the principal of or any premium or interest on any Securities on behalf
of the Operating Partnership.

         "Permitted Liens" means (i) Liens upon rights-of-way for pipeline
purposes; (ii) any statutory or governmental Lien or Lien arising by operation
of law, or any mechanics',


                                        8


<PAGE>

repairmen's, materialmen's, supplier's, carrier's, landlord's, warehousemen's or
similar Lien incurred in the ordinary course of business which is not yet due or
which is being contested in good faith by appropriate proceedings and any
undetermined Lien which is incidental to construction, development, improvement
or repair; (iii) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license, permit or
by any provision of law, to purchase or recapture or to designate a purchaser
of, any property; (iv) Liens of taxes and assessments which are (A) for the then
current year, (B) not at the time delinquent, or (C) delinquent but the validity
of which is being contested at the time by the Operating Partnership or any
Subsidiary in good faith; (v) Liens of, or to secure performance of, leases,
other than capital leases; (vi) any Lien upon, or deposits of, any assets in
favor of any surety company or clerk of court for the purpose of obtaining
indemnity or stay of judicial proceedings; (vii) any Lien upon property or
assets acquired or sold by the Operating Partnership or any Subsidiary resulting
from the exercise of any rights arising out of defaults on receivables; (viii)
any Lien incurred in the ordinary course of business in connection with worker's
compensation, unemployment insurance, temporary disability, social security,
retiree health or similar laws or regulations or to secure obligations imposed
by statute or governmental regulations; (ix) any Lien in favor of the Operating
Partnership or any Subsidiary; (x) any Lien in favor of the United States or any
state thereof, or any department, agency or instrumentality or political
subdivision of the United States or any state thereof, to secure partial,
progress, advance, or other payments pursuant to any contract or statute, or any
Debt incurred by the Operating Partnership or any Subsidiary for the purpose of
financing all or any part of the purchase price of, or the cost of constructing,
developing, repairing or improving, the property or assets subject to such Lien;
or (xi) any Lien securing industrial development, pollution control or similar
revenue bonds; (xii) any Lien securing Debt of the Operating Partnership or any
Subsidiary, all or a portion of the net proceeds of which are used,
substantially concurrent with the funding thereof (and for purposes of
determining such "substantial concurrence", taking into consideration, among
other things, required notices to be given to Holders of Outstanding securities
under this Indenture (including the Securities) in connection with such
refunding, refinancing or repurchase, and the required corresponding durations
thereof), to refinance, refund or repurchase all Outstanding Securities,
including the amount of all accrued interest thereon and reasonable fees and
expenses and premium, if any, incurred by the Operating Partnership or any
Subsidiary in connection therewith; (xiii) Liens in favor of any Person to
secure obligations under the provisions of any letters of credit, bank
guarantees, bonds or surety obligations required or requested by any
governmental authority in connection with any contract or statute; or (xiv) any
Lien upon or deposits of any assets to secure performance of bids, trade
contracts, leases or statutory obligations.

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

         "Place of Payment," when used with respect to the Securities, means the
office or agency of the Operating Partnership in The City of New York.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in

                                        9

<PAGE>

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same Debt as the mutilated, destroyed, lost or stolen
Security.

         "Principal Property" means, whether owned or leased on the date of this
Indenture or thereafter acquired, any pipeline, terminal or other logistics
asset of the Operating Partnership or any Subsidiary, including any related
asset employed in the transportation, distribution, storage, terminalling,
processing or marketing of crude oil, refined petroleum products (including
on-road and off-road diesel fuel, gasoline, petrochemicals and liquefied
petroleum gas) or fuel additives, that is located in the United States or any
territory or political subdivision thereof, except, in the case of either of the
foregoing clauses (i) or (ii), (A) any such assets consisting of inventories,
furniture, office fixtures and equipment (including data processing equipment),
vehicles and equipment used on, or useful with, vehicles, and (B) any such
assets, plant or terminal which, in the opinion of the Board of Directors, is
not material in relation to the activities of the Operating Partnership or of
the Operating Partnership and its Subsidiaries, taken as a whole.

         "Purchase Agreement" means the Purchase Agreement, dated as of
____________, 2002, among the Operating Partnership, the Initial Purchasers and
the other parties thereto, as the same shall be amended from time to time.

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

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Reference Treasury Dealer" means each of Lehman Brothers Inc. and
Credit Suisse First Boston Corporation and three other primary U.S. government
securities dealers (each a "Primary Treasury Dealer"), as specified by the
Operating Partnership; provided that (1) if any of Lehman Brothers Inc., Credit
Suisse First Boston Corporation or any Primary Treasury Dealer as specified by
the Operating Partnership shall cease to be a Primary Treasury Dealer, the
Operating Partnership will substitute therefor another Primary Treasury Dealer
and (2) if the Operating Partnership fails to select a substitute within a
reasonable period of time, then the substitute will be a Primary Treasury Dealer
selected by the Trustee after consultation with the Operating Partnership.

         "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

         "Registrable Notes" has the meaning specified in the Registration
Rights Agreement.

                                       10

<PAGE>

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of [Closing Date], 2002 between the Operating Partnership
and the Initial Purchasers, as the same shall be amended from time to time.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means [Record Date 1] or [Record Date 2] of each year (whether or not a
Business Day) as the case may be, next preceding such Interest Payment Date.

         "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

         "Regulation S Certificate" means a certificate substantially in the
form specified in Annex B.

         "Regulation S Global Securities" has the meaning specified in Section
201.

         "Regulation S Legend" means a legend substantially in the form of the
legend specified in Section 204(b).

         "Regulation S Securities" means any Securities sold by the Purchaser in
reliance on Regulation S and any Successor Securities thereto as long as such
Securities are required pursuant to Section 305(c) to bear any Regulation S
Legend.

         "Restricted Global Securities" has the meaning specified in Section
201.

         "Restricted Period" means the period of 41 consecutive days beginning
on and including the later of (i) the day on which Securities are first offered
to Persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the original issuance date of the Securities.

         "Restricted Securities" means any Securities sold by the Purchaser in
reliance on Rule 144A and any Successor Securities thereto as long as such
Securities are required pursuant to Section 305(c) to bear any Restricted
Securities Legend.

         "Restricted Securities Certificate" means a certificate substantially
in the form specified in Annex C.

         "Restricted Securities Legend" means a legend substantially in the form
of the legend specified in Section 204(a).

         "Rule 144" means Rule 144 under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

                                       11

<PAGE>

         "Rule 144(k) Period" means the period of two years (or such shorter
period as may hereafter be referred to in Rule 144(k) under the Securities Act
(or any successor provision)) commencing on the Closing Date.

         "Sale-Leaseback Transaction" means the sale or transfer by the
Operating Partnership or any Subsidiary of any Principal Property to a Person
(other than the Operating Partnership or a Subsidiary) and the taking back by
the Operating Partnership or any Subsidiary, as the case may be, of a lease of
such Principal Property.

         "Securities" means the [Rate]% Senior Notes due 2012 of the Operating
Partnership, including the Original Securities and the Exchange Securities. For
all purposes of this Indenture, the term "Securities" shall include any Exchange
Securities issued in exchange for Original Securities pursuant to this Indenture
and, for purposes of this Indenture, all Outstanding Original Securities and
Exchange Securities shall vote together as one series of Securities under this
Indenture.

         "Securities Act" means the Securities Act of 1933 or any statute
successor thereto, in each case as amended from time to
time.

         "Securities Act Legend" means a Restricted Securities Legend or a
Regulation S Legend.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305(a).

         "Shelf Registration Statement" has the meaning specified in the
Registration Rights Agreement.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "spot rate of exchange" has the meaning specified in Section 1407.

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

         "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of the Capital Interests of such Person entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof or, in the case of a partnership, more than 50% of the
partners' Capital Interests (considering all partners' Capital Interests as a
single class), is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such Person or a
combination thereof.

     "Subsidiary Guarantor" means (i) Sunoco Pipeline L.P., a Texas limited
partnership, (ii) Sunoco Partners Marketing & Terminals L.P., a Texas limited
partnership, and (iii) any Subsidiary that becomes a Guarantor as required by
Section 1008.


                                       12

<PAGE>

         "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

         "Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as otherwise
provided in Section 905; provided, however, that if the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

         "Unrestricted Securities Certificate" means a certificate substantially
in the form specified in Annex D.

         "U.S." and "United States" each means the United States of America.

         "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, each of which are not callable or redeemable at the option of the
issuer thereof.

         "Vice President", when used with respect to the Operating Partnership,
means any vice president of the General Partner, or when used with respect to
the Trustee, means any vice president of the Trustee.

Section 102.  Compliance Certificates and Opinions.

         Upon any application or request by the Operating Partnership or any
Guarantor to the Trustee to take or refrain from taking any action under any
provision of this Indenture, the Operating Partnership shall furnish to the
Trustee an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee stating that, in the opinion of
such counsel, all such conditions precedent have been complied with. Each such
certificate or opinion shall be given in the form of an Officers' Certificate,
if to be given by officers of the General Partner or any Guarantor, or


                                       13

<PAGE>


an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

         Every Officers' Certificate or Opinion of Counsel (except for
certificates provided for in Sections 1004 and 1009) shall include:

           (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

           (2) 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;

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

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

Section 103. 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 or covered 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 matters in one or several documents.

         Any certificate or opinion of an officer of the Operating Partnership,
the General Partner or a Guarantor 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 in the exercise of reasonable care should know,
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 Operating Partnership, the General Partner or such Guarantor
stating that the information with respect to such factual matters is in the
possession of the Operating Partnership, the General Partner or such Guarantor,
unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.

         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.

                                       14

<PAGE>

Section 104. Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted 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 (either physically or by means of a facsimile
or an electronic transmission, provided that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required, to the Operating Partnership. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of Holders signing such instrument or instruments. 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 315 of
the Trust Indenture Act) conclusive in favor of the Trustee and the Operating
Partnership, if made in the manner provided in this Section.

         Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global Security, may make, give or take, by a
proxy or proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and a Depositary that is a Holder of a
Global Security may provide its proxy or proxies to the beneficial owners of
interests in any such Global Security.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, 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.

         The ownership, principal amount and serial numbers of Securities held
by any Person, and the date of commencement of such Person's holding the same,
shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Operating
Partnership in reliance thereon, whether or not notation of such action is made
upon such Security.

         The Operating Partnership may set any day as the record date for the
purpose of determining Holders of Outstanding Securities entitled to give or
take any request, demand,



                                       15

<PAGE>



authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities (other
than any such action provided or permitted to be taken under Section 501, 502 or
512), but the Operating Partnership shall have no obligation to do so. Such
record date shall be not earlier than the 30th day prior to the first
solicitation of any Holder to give or take any such action and not later than
the date of such first solicitation. With regard to any record date set pursuant
to this paragraph, Holders of Outstanding Securities on such record date (or
their duly appointed agents), and only such Persons, shall be entitled to give
or take the relevant action, whether or not such Holders remain Holders after
such record date. The Operating Partnership shall notify the Trustee in writing
of any such record date not later than the date of the first solicitation of any
Holder to give or take any action.

Section 105. Notices, Etc., to Trustee and Operating Partnership.

         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,

              (1) the Trustee by any Holder or by the Operating Partnership or
any Guarantor shall be sufficient for every purpose hereunder if made in writing
and actually received by the Trustee at its Corporate Trust Office, Attention:
Corporate Trustee Administration, or at any other address previously furnished
in writing by the Trustee, or

              (2) the Operating Partnership or any Guarantor by the Trustee or
by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to the Operating Partnership addressed to it at 1801 Market Street,
Philadelphia, Pennsylvania 19103, to the attention of the Corporate Secretary,
or at any other address previously furnished in writing to the Trustee by the
Operating Partnership. Notice to the Operating Partnership shall constitute
notice to each Guarantor, if any.

Section 106. Notice 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 (if international mail, by
air mail), to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice. 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. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives 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. Waivers of notice by Holders shall be filed with



                                       16

<PAGE>



the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

Section 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or excluded, as the case may be.

Section 108. 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 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Operating
Partnership shall bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

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

Section 111. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and Holders, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 112. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

Section 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
payment of interest or principal (and premium, if


                                       17

<PAGE>

any) need not be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.

Section 114. Language of Notices, Etc.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act required or permitted under this Indenture shall be in the English
language.

                                   ARTICLE II

                                 SECURITY FORMS

Section 201. Forms Generally.

         The Securities and the Trustee's certificate of authentication shall be
in substantially the forms set forth in this Article, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with applicable securities laws, tax laws or the rules
of any securities exchange or automated quotation system on which the Securities
may be listed or traded or of the Depositary therefor.

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

         Upon their original issuance, the Restricted Securities shall be issued
in the form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Trustee, as custodian for DTC,
for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Securities, together with their Successor Securities which are Global
Securities other than the Regulation S Global Securities, are collectively
herein called the "Restricted Global Securities".

         Upon their original issuance, initial Regulation S Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian
for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Securities represented thereby (or such other accounts as they may direct),
provided that upon such deposit all such Securities shall be credited to or
through accounts maintained at DTC by or on behalf of Euroclear or Clearstream
and in accordance with Section 305(b)(iv). Such Global Securities, together with
their Successor Securities which are Global Securities other than the Restricted
Global Securities, are collectively herein called the "Regulation S Global
Securities".


                                       18

<PAGE>

Section 202. Forms of Face of Securities.

                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                          [Rate]% Senior Note due 2012

No. ___________                                           U.S. $_______________
                                                          [CUSIP No. [________]

         Sunoco Logistics Partners Operations L.P., a Delaware limited
partnership (herein called the "Operating Partnership", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of ______________________ Dollars on __________,
2012, and to pay interest thereon from [Closing Date], 2002 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on [Interest Payment Date 1] and [Interest Payment Date 2] in
each year (or if any such date is not a Business Day, the next succeeding
Business Day), commencing ______ 1, 2002, at the rate of [Rate]% per annum,
until the principal hereof is paid or made available for payment.

         The interest so payable [(including Additional Interest, if any,
provided for on the reverse hereof)],/1/ and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be [Record Date 1] or [Record Date 2] (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Payment of the
principal of and interest on this Security will be made at the office or agency
of the Operating Partnership maintained for that purpose in The City of New
York, New York, in such coin or currency of the United States as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Operating Partnership payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; and provided, further, however,
that in case this Security is held by a Depositary or its nominee, payments of
principal, interest and premium, if any, shall be made by wire transfer of
immediately available funds to an account designated by such Depositary.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

-------------------------------------
/1/ Omitted from Exchange Securities.


                                       19

<PAGE>




         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Operating Partnership has caused this
instrument to be duly executed.

Dated:  __________________

                                 SUNOCO LOGISTICS PARTNERS
                                       OPERATIONS L.P.

                                 By: Sunoco Logistics Partners
                                 Operations GP LLC, Its General Partner



                                 By:
                                    --------------------------------------
                                    Name:
                                    Title:

Section 203. Forms of Reverse of Securities.

         This Security is one of a duly authorized issue of securities of the
Operating Partnership, limited in initial aggregate principal amount to
$250,000,000, issued and to be issued under an Indenture, dated as of [Closing
Date], 2002 (herein called the "Indenture"), between the Operating Partnership
and [Name of Trustee], as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which the Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Operating Partnership, the Trustee and Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities issued and to be issued under the Indenture consist of
$250,000,000 initial aggregate original principal amount of [Rate]% Senior Notes
due 2012 and are hereinafter called the "Securities"; provided, however, that
the Operating Partnership may, so long as no Event of Default has occurred and
is continuing, reopen the series of Securities to issue additional Securities of
such series, which shall form a single series with the Securities and shall have
the same terms, without the consent of the Holders.

         [The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement. The Operating Partnership agrees to pay
additional interest (the "Additional Interest"), as specified below, upon the
occurrence of any of the following events (each such event an "Additional
Interest Event"): (i) if the Exchange Offer Registration Statement is not filed
with the Commission on or prior to the 90th calendar day after the Closing Date,
then, commencing on the 91st calendar day after the Closing Date, Additional
Interest shall accrue on the principal amount of the Securities over and above
the otherwise applicable interest rate at a rate of 0.50% per annum; (ii) if the
Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the 180th calendar day after the Closing Date, then,



                                       20

<PAGE>

commencing on the 181st calendar day after the Closing Date, Additional Interest
shall accrue on the principal amount of the Securities over and above the
otherwise applicable interest rate at a rate of 0.50% per annum, (iii) if either
(A) the Operating Partnership has not exchanged Exchange Securities for all
Securities validly tendered, in accordance with the terms of the Exchange Offer,
on or prior to the 210th calendar day after the Closing Date or (B) the Shelf
Registration Statement has been filed but is not declared effective by the
Commission on or prior to the 210th calendar day after the Closing Date, then,
commencing on the 211th calendar day after the Closing Date, Additional Interest
shall accrue on the principal amount of the Securities over and above the
otherwise applicable interest rate at the rate of 0.50% per annum, or (iv) the
Shelf Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be continuously effective or the Prospectus
contained in such Shelf Registration Statement ceases to be usable for resales
(A) at any time prior to the expiration of the Effectiveness Period or (B) if
related to corporate developments, public filings with the Commission or similar
events or because the Prospectus contains an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, and such failure continues
for more than 45 days (whether or not consecutive and whether or not arising out
of a single or multiple circumstances) in any twelve-month period, then
Additional Interest shall accrue on the principal amount of the Securities over
and above the otherwise applicable interest rate at a rate of 0.50% per annum
commencing on the day that (in the case of Clause (iv)(A) above), or the 46th
(cumulative) day after (in the case of Clause (iv)(B) above), such Shelf
Registration Statement ceases to be effective or the Prospectus ceases to be
usable for resales; provided, however, that the rate at which Additional
Interest accrues on the Securities shall never exceed 0.50% per annum; and
provided further that Additional Interest shall cease to accrue upon the earlier
of (X) when all Additional Interest Events have been cured or (Y) upon the
expiration of the Rule 144(k) Period. For purposes of clarifying the foregoing
provisions (i) the circumstances under which Additional Interest is owed are not
cumulative, (ii) in no event will the rate of Additional Interest exceed 0.50%
per annum, and (iii) Additional Interest shall not accrue at any time when there
are no Registrable Notes Outstanding.]/2/

         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Securities are redeemable, at the option of the Operating
Partnership, at any time in whole or from time to time in part, upon not less
than 30 and not more than 60 days' notice mailed to each Holder of the
Securities to be redeemed at the Holder's address appearing in the Security
Register, on any date prior to Maturity at a Redemption Price equal to the
greater of (i) 100% of the principal amount of the Securities to be redeemed and
(ii) an amount equal to the sum of the present values of the remaining scheduled
payments for principal and interest on the Securities to be redeemed, not
including any portion of the payments of interest accrued as of such Redemption
Date, discounted to such Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 25
basis points; plus in each case, accrued and unpaid interest on the Securities
to be redeemed to such Redemption Date.


------------------------------------
/2/ Omitted from Exchange Securities.

                                       21

<PAGE>


         The Operating Partnership shall notify the Trustee of the Redemption
Price with respect to the foregoing redemption promptly after the calculation
thereof. The Trustee shall not be responsible for calculating said Redemption
Price.

         The Operating Partnership has no obligation to redeem or purchase any
Securities pursuant to any sinking fund or analogous requirement, or (except as
provided in the Indenture) upon the happening of a specified event, or at the
option of a Holder thereof.

         The Indenture contains provision for defeasance at any time of (1) the
entire indebtedness of this Security or (2) certain covenants contained therein,
in each case upon compliance with certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of Holders of the Securities under the
Indenture at any time by the Operating Partnership and the Trustee with the
consent of a majority in aggregate principal amount of the Securities at the
time Outstanding. The Indenture also contains provisions permitting Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of Holders of all the Securities, to waive
compliance by the Operating Partnership with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

         As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to the Securities, Holders of not less than 25% in
principal amount of the Outstanding Securities shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from Holders of a majority in
principal amount of the Outstanding Securities a direction inconsistent with
such request and shall have failed to institute such proceedings within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of or any
interest on this Security on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall, without the consent of the Holder hereof, alter or
impair the obligation of the Operating Partnership, which is absolute and
unconditional, to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in The City of New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Operating Partnership and the Security Registrar duly
executed by, the Holder hereof or its


                                       22

<PAGE>

attorney duly authorized in writing, and thereupon one or more new Securities of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, unless otherwise
required by law. As provided in the Indenture and subject to certain limitations
therein set forth, Securities are exchangeable for a like aggregate principal
amount of Securities of a different authorized denomination, as requested by the
Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                 ASSIGNMENT FORM

 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers this Security
to

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type transferee's name, address, zip code and
            social security or taxpayer identification number above)

and irrevocably appoints __________________________ agent to transfer this
Security on the books of the Operating Partnership. The agent may substitute
another to act for the agent.


Date:
     --------------------
                             Your signature:
                                            ------------------------------------
                                            NOTICE: The signature(s) on this
                                            assignment must correspond in every
                                            particular with the name(s) of the
                                            registered owner(s) appearing on the
                                            face of the Security.


                                            ------------------------------------
                                            Signature


                                       23

<PAGE>

Signature Guaranteed by:


----------------------------------------
NOTICE: Signature must be guaranteed by
an "eligible guarantor institution"
meeting the requirements of the Trustee,
which requirements will include
membership or participation in STAMP or
such other signature guaranty program as
may be determined by the Trustee in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.

     In connection with any transfer of this Security, the undersigned confirms
that such Security is being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [_]  to the Operating Partnership; or

     (2)  [_]  pursuant to an effective registration statement under the
               Securities Act of 1933; or

     (3)  [_]  inside the United States to a "qualified institutional buyer" (as
               defined in Rule 144A under the Securities Act of 1933) that
               purchases for its own account or for the account of a qualified
               institutional buyer to whom notice is given that such transfer is
               being made in reliance on Rule 144A, in each case pursuant to and
               in compliance with Rule 144A under the Securities Act of 1933; or

     (4)  [_]  outside the United States in an offshore transaction within the
               meaning of Regulation S under the Securities Act in compliance
               with Rule 903 or Rule 904 under the Securities Act of 1933; or

     (5)  [_]  pursuant to another available exemption from registration
               provided by Rule 144 under the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register
this Security in the name of any Person other than the registered Holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee may
require, prior to registering any such transfer of this Security, such legal
opinions, certifications and other information as the Operating Partnership has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.

--------------------------------------------------------------------------------

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the

                                       24

<PAGE>

Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Security as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
      ------------------------------     ---------------------------------------
                                         NOTICE:  To be executed by an executive
                                                  officer

Section 204.      Form of Legend for Global Securities.

          (a)  Each Restricted Security shall bear the following legends: THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM AND IN ANY EVENT MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN
ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT
THE CORPORATE TRUST OFFICE OF THE TRUSTEE IN NEW YORK.

     EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. EACH HOLDER OF THIS NOTE REPRESENTS TO SUNOCO
LOGISTICS PARTNERS OPERATIONS L.P. THAT (a) SUCH HOLDER WILL NOT SELL, PLEDGE OR
OTHERWISE TRANSFER THIS NOTE (WITHOUT THE CONSENT OF SUNOCO LOGISTICS PARTNERS
OPERATIONS L.P.) OTHER THAN (i) TO A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION COMPLYING WITH RULE 144A UNDER THE SECURITIES ACT, (ii) IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, (iii) OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE
SECURITIES ACT, (iv) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (ii), (iii) OR (iv),
TO THE RECEIPT BY SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. OF AN OPINION OF
COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO SUNOCO LOGISTICS PARTNERS
OPERATIONS L.P. THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (v) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS
REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED
INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS
APPLICABLE HERETO (COPIES OF WHICH MAY BE OBTAINED FROM THE TRUSTEE).

     THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION
RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE

                                       25

<PAGE>

INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF,
AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION
RIGHTS AGREEMENT.

     BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO CONSULT
LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF THE
NOTES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

          (b)  Each Regulation S Security shall bear the following legend: THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY UNITED STATES PERSON, UNLESS
THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.

          (c)  Each Global Security shall bear the following legend: THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

Section 205. Form of Trustee's Certificate and Authorization.

     The Trustee's certificates of authentication shall be in substantially the
following form:

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

                                       26

<PAGE>

                                        [NAME OF TRUSTEE],
                                        As Trustee

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

                                  ARTICLE III

                                 THE SECURITIES

Section 301. Title and Terms.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is initially limited to $250,000,000, except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306
or 906; provided, however, that the Operating Partnership may, so long as no
Event of Default has occurred and is continuing, reopen the series of Securities
represented by the [Rate]% Senior Notes due 2012 to issue additional Securities
of such series, which shall form a single series with the Securities and shall
have the same terms, without the consent of the Holders.

     The Securities shall be known and designated as the "[Rate]% Senior Notes
due 2012" of the Operating Partnership. Their Stated Maturity in respect of
principal shall be [Maturity Date], 2012, and they shall bear interest at the
rate of [Rate]% per annum, from [Closing Date], 2002 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, payable semi-annually on each [Interest Payment Date 1] and
[Interest Payment Date 2], commencing ________, 2002, until the principal
thereof is paid or made available for payment.

     The principal of and interest on the Securities shall be payable at the
office or agency of the Operating Partnership in The City of New York maintained
for such purpose and any other office or agency maintained by the Operating
Partnership for such purpose; provided, however, that at the option of the
Operating Partnership payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

Section 302. Denominations.

     The Securities shall be issuable only in registered form without coupons
and only denominations of $1,000 and any integral multiple thereof, unless
otherwise required by law.

Section 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Operating Partnership by
the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief
Financial Officer, President or any Vice President of the General Partner and
need not be attested. The signature of any of these officers on the Securities
may be manual or facsimile.

                                       27

<PAGE>

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Operating Partnership may deliver Securities executed by the
Operating Partnership to the Trustee or an Authenticating Agent for
authentication, together with an Operating Partnership Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Operating Partnership Order shall authenticate and deliver such
Securities; provided, however, that Exchange Securities shall be issuable only
upon the valid surrender for cancellation of Original Securities of a like
aggregate principal amount, in accordance with the Exchange Offer.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or any
Guaranty or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature of an authorized signatory,
and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Operating
Partnership, and the Operating Partnership shall deliver such Security to the
Trustee for cancellation as provided in Section 309 for all purposes of this
Indenture, such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 304. Temporary Securities.

     Pending the preparation of Definitive Securities, the Operating Partnership
may execute, and upon receipt of the documents required by Section 303, together
with an Operating Partnership Order, the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Securities in lieu of which they are issued.

     If temporary Securities are issued, the Operating Partnership will cause
Definitive Securities to be prepared without unreasonable delay. After the
preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at the office or agency of the Operating Partnership maintained
pursuant to Section 1002 for the purpose of exchanges of Securities, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Operating Partnership shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more Definitive
Securities, of any authorized denominations and of a like aggregate principal
amount and tenor. Until so exchanged the temporary Securities shall in all

                                       28

<PAGE>

respects be entitled to the same benefits under this Indenture as Definitive
Securities of such tenor.

Section 305. Registration, Registration of Transfer and Exchange.

          (a)  Registration, Registration of Transfer and Exchange, Generally.

     The Operating Partnership shall cause to be kept at an office or agency of
the Security Registrar in The City of New York a register (the register
maintained in such office or in any other office or agency of the Operating
Partnership in a Place of Payment being herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Operating Partnership shall provide for the registration of
Securities and of transfers of Securities. The Operating Partnership shall,
prior to the issuance of any Securities hereunder, appoint the Trustee as the
initial "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided and its corporate trust office which,
at the date hereof, is located at [Trustee Address], as the initial office or
agency in The City of New York where the Security Register will be maintained.
The Operating Partnership may at any time replace such Security Registrar,
change such office or agency or act as its own Security Registrar. The Operating
Partnership will give prompt written notice to the Trustee of any change of the
Security Registrar or of the location of such office or agency. At all
reasonable times the Security Register shall be available for inspection by the
Trustee.

     Upon surrender for registration of transfer of any Security at the office
or agency of the Operating Partnership maintained pursuant to Section 1002 for
such purpose, the Operating Partnership shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, of any authorized denominations and of
a like aggregate principal amount and tenor.

     At the option of the Holder, Securities (except a Global Security) may be
exchanged for other Securities, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Operating Partnership shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive; provided that no exchange of Original Securities for
Exchange Securities shall occur until a registration statement for the issuance
of the Exchange Securities shall have been declared effective by the Commission
and the Original Securities to be exchanged for such Exchange Securities shall
be cancelled by the Trustee.

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

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Operating Partnership or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Operating Partnership and the

                                       29

<PAGE>


Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Operating Partnership 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 Securities, other
than exchanges pursuant to Section 304 or 1107 not involving any transfer.

     Neither the Trustee nor the Operating Partnership shall be required (1) to
issue, register the transfer of or exchange Securities during a period beginning
at the opening of business 15 days before the day of mailing of a notice of
redemption of Securities selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (2) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

          (1)  Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.

          (2)  Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Operating Partnership
that it is unwilling or unable to continue as Depositary for such Global
Security or (ii) has ceased to be a clearing agency registered under the
Exchange Act, and in either (i) or (ii) of this clause (2) a successor
Depositary is not appointed by the Operating Partnership within 90 days after
the date of such notice from the Depositary, (B) there shall have occurred and
be continuing a Default or an Event of Default, or (C) the Operating Partnership
by Operating Partnership Order, elects to have the Global Security registered in
the name of a Person other than the Depositary or its nominee.

          (3)  Subject to Clause (2) above, any exchange of a Global Security
for other Securities may be made in whole or in part, and all Securities issued
in exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

          (4)  Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 304, 306 or 906 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

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<PAGE>


          (b)  Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 305(b) shall be made only in accordance with this Section
305(b).

               (i)   Restricted Global Security to Regulation S Global
     Security. If the owner of a beneficial interest in a Restricted Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the
     Regulation S Global Security, such transfer may be effected only in
     accordance with the provisions of this Clause (b)(i) and Clause (b)(iv)
     below and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (A) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     Regulation S Global Security in a specified principal amount be credited to
     a specified Agent Member's account and that a beneficial interest in the
     Restricted Global Security and in an equal principal amount be debited from
     another specified Agent Member's account and (B) a Regulation S
     Certificate, satisfactory to the Trustee and duly executed by the owner of
     such beneficial interest in the Restricted Global Security or his attorney
     duly authorized in writing, then the Trustee, as Security Registrar but
     subject to Clause (b)(iv) below, shall reduce the principal amount of the
     Restricted Global Security and increase the principal amount of the
     Regulation S Global Security by such specified principal amount.

               (ii)  Regulation S Global Security to Restricted Global Security.
     If the owner of a beneficial interest in a Regulation S Global Security
     wishes at any time to transfer such interest to a Person who wishes to
     acquire the same in the form of a beneficial interest in the Restricted
     Global Security, such transfer may be effected only in accordance with this
     Clause (b)(ii) and subject to the Applicable Procedures. Upon receipt by
     the Trustee, as Security Registrar, of (A) an order given by the Depositary
     or its authorized representative directing that a beneficial interest in
     the Restricted Global Security in a specified principal amount be credited
     to a specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security and in an equal principal amount be debited
     from another specified Agent Member's account and (B) if such transfer is
     to occur during the Restricted Period, a Restricted Securities Certificate,
     satisfactory to the Trustee and duly executed by the owner of such
     beneficial interest in the Regulation S Global Security or his attorney
     duly authorized in writing, then the Trustee, as Security Registrar, shall
     reduce the principal amount of the Restricted Global Security by such
     specified principal amount. If transfers under this Clause (b)(ii) occur
     after the Restricted Period, no Restricted Securities Certificates will be
     required.

               (iii) Non-Global Security to Non-Global Security. A Security that
     is not a Global Security may be transferred, in whole or in part to a
     Person who takes delivery in the form of another Security that is not a
     Global Security as provided in Section 305(a), provided, that, if the
     Security to be transferred in whole or in part is a Restricted Security,
     then the Trustee shall have received a Restricted Securities Certificate,
     satisfactory to the Trustee and duly executed by the transferor Holder or
     his attorney duly authorized in writing, in which case the transferee
     Holder shall take delivery in the form of a Restricted Security (subject in
     every case to Section 305(c)).

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<PAGE>

               (iv) Regulation S Global Security to be Held Through Euroclear or
     Clearstream During Restricted Period. The Operating Partnership shall use
     its reasonable efforts to cause the Depositary to ensure that during the
     Restricted Period beneficial interests in a Regulation S Global Security
     may be held only in or through accounts maintained at the Depositary by
     Euroclear or Clearstream (or by Agent Members acting for the account
     thereof), and no Person shall be entitled to effect any transfer or
     exchange that would result in any such interest being held otherwise than
     in or through such an account; provided, that this Clause (b)(iv) shall not
     prohibit any transfer or exchange of such an interest in accordance with
     Clause (b)(ii) above.

               (v)  Restricted Non-Global Security to Restricted Global Security
     or Regulation S Global Security. If the Holder of a Restricted Security
     (other than a Global Security) wishes at any time to transfer all or any
     portion of such Security to a Person who wishes to take delivery thereof in
     the form of a beneficial interest in the Restricted Global Security or the
     Regulation S Global Security, such transfer may be effected only in
     accordance with the provisions of this Clause (b)(v) and Clause (b)(iv)
     above and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (A) such Security as provided in Section
     305(a) and instructions satisfactory to the Trustee directing that a
     beneficial interest in such Restricted Global Security or such Regulation S
     Global Security in a specified principal amount not greater than the
     principal amount of such Security be credited to a specified Agent Member's
     account and (B) a Restricted Securities Certificate, if the specified
     account is to be credited with a beneficial interest in such Restricted
     Global Security, or a Regulation S Certificate, if the specified account is
     to be credited with a beneficial interest in such Regulation S Global
     Security, in either case satisfactory to the Trustee and duly executed by
     such Holder or his attorney duly authorized in writing, then the Trustee,
     as Security Registrar, shall cancel such Security (and issue a new Security
     in respect of any untransferred portion thereof) and increase the principal
     amount of the Restricted Global Security or the Regulation S Global
     Security, as the case may be, by the specified principal amount, both as
     provided in Section 305(a).

          (c)  Securities Act Legends. Restricted Securities and their Successor
Securities shall bear a Restricted Securities Legend, and the Regulation S
Securities and their Successor Securities shall bear a Regulation S Legend,
subject to the following:

               (i)  subject to the following Clauses of this Section 305(c), a
     Security or any portion thereof which is exchanged, upon transfer or
     otherwise, for a Global Security or any portion thereof shall bear the
     Securities Act Legend borne by such Global Security while represented
     thereby;

               (ii) subject to the following Clauses of this Section 305(c), a
     new Security which is not a Global Security and is issued in exchange for
     another Security (including a Global Security or any portion thereof, upon
     transfer or otherwise, shall bear the Securities Act Legend borne by such
     other Security, provided that, if such new Security is required pursuant to
     Section 305(b)(v) to be issued in the form of a Restricted Security, it
     shall bear a Restricted Securities Legend and, if such new Security is so

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<PAGE>

required to be issued in the form of a Regulation S Security, it shall bear a
Regulation S Legend;

               (iii) Registered Securities shall not bear a Securities Act
     Legend;

               (iv)  at any time after the Securities may be freely transferred
     without registration under the Securities Act or without being subject to
     transfer restrictions pursuant to the Securities Act, a new Security which
     does not bear a Securities Act Legend may be issued in exchange for or in
     lieu of a Security (other than a Global Security) or any portion thereof
     which bears such a legend if the Trustee has received an Unrestricted
     Securities Certificate, satisfactory to the Trustee and duly executed by
     the Holder of such legended Security or his attorney duly authorized in
     writing, and after such date and receipt of such certificate, the Trustee
     shall authenticate and deliver such a new Security in exchange for or in
     lieu of such other Security as provided in this Article III;

               (v)   a new Security which does not bear a Securities Act Legend
     may be issued in exchange for or in lieu of a Security (other than a Global
     Security) or any portion thereof which bears such a legend if, in the
     Operating Partnership's judgment, placing such a legend upon such new
     Security is not necessary to ensure compliance with the registration
     requirements of the Securities Act, and the Trustee, at the written
     direction of the Operating Partnership, shall authenticate and deliver such
     a new Security as provided in this Article III; and

               (vi)  notwithstanding the foregoing provisions of this Section
     305(c), a Successor Security of a Security that does not bear a particular
     form of Securities Act Legend shall not bear such form of legend unless the
     Operating Partnership has reasonable cause to believe that such Successor
     Security is a "restricted security" within the meaning of Rule 144, in
     which case the Trustee, at the written direction of the Operating
     Partnership, shall authenticate and deliver a new Security bearing a
     Restricted Securities Legend in exchange for such Successor Security as
     provided in this Article III.

     Furthermore, any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of beneficial interests in such Global
Security may be effected only through a book-entry system maintained by the
Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in such Global Security shall be required to be reflected in
a book entry.

     The Trustee shall retain copies of all letters, notices and other written
communications (if any) received concerning transfer or exchange, and the
Operating Partnership shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of a reasonable written notice to the Trustee.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, together with such
security or indemnity as may be required by the Operating Partnership or the
Trustee to save each of them and any agent of either of them harmless, the
Operating Partnership shall execute and upon its

                                       33

<PAGE>

request the Trustee shall authenticate and deliver in exchange therefor a new
Security of like tenor and principal amount and bearing a number not
contemporaneously Outstanding.

     If there shall be delivered to the Operating Partnership and the Trustee
(1) evidence to their satisfaction of the destruction, loss or theft of any
Security and (2) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Operating Partnership or the Trustee that such Security has been
acquired by a bona fide purchaser, the Operating Partnership shall execute and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount and bearing a number not contemporaneously Outstanding. If, after the
delivery of such new Security, a bona fide purchaser of the original Security in
lieu of which such new Security was issued presents for payment or registration
such original Security, the Trustee shall be entitled to recover such new
Security from the party to whom it was delivered or any party 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
expense incurred by the Operating Partnership and the Trustee in connection
therewith.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Operating Partnership in its
discretion may, instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Operating
Partnership 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 Security issued pursuant to this Section in exchange for any mutilated
Security or in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Operating Partnership,
whether or not the mutilated, destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities 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 Securities.

Section 307. Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder,

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<PAGE>


and such Defaulted Interest may be paid by the Operating Partnership, at its
election in each case, as provided in Clause (1) or (2) below:

          (1)  The Operating Partnership may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Operating Partnership shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security and the date of the proposed payment, and at the same time the
Operating Partnership shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Operating Partnership of such Special Record
Date and, in the name and at the expense of the Operating Partnership, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

               (2)  The Operating Partnership may make payment of any Defaulted
Interest on the Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which
such Securities may be listed or traded, and upon such notice as may be required
by such exchange, if, after notice given by the Operating Partnership to 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 and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security, shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

     The Operating Partnership shall, prior to 10:30 a.m. (New York City time)
on each payment date for principal and premium, if any, and interest, if any,
deposit with the Trustee money in immediately available funds sufficient to make
cash payments due on the applicable payment date.

Section 308. Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Operating Partnership, the Trustee and any agent of the Operating Partnership or
the Trustee may treat the

                                       35

<PAGE>


Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Sections 305 and 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and neither
the Operating Partnership, the Trustee nor any agent of the Operating
Partnership or the Trustee shall be affected by notice to the contrary.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Operating
Partnership, the Trustee and any agent of the Operating Partnership or the
Trustee as the owner of such Global Security for all purposes whatsoever. None
of the Operating Partnership, the Trustee nor any agent of the Operating
Partnership or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

Section 309. Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Operating
Partnership may at any time deliver to the Trustee for cancellation any Security
previously authenticated and delivered hereunder which the Operating Partnership
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 Security
previously authenticated hereunder which the Operating Partnership has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of in accordance with its customary procedures, and the Trustee
shall thereafter deliver to the Operating Partnership a certificate with respect
to such disposition.

Section 310. Computation of Interest.

     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months and interest on the Securities for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
number of days elapsed in any partial month.

Section 311. CUSIP Numbers.

     The Operating Partnership in issuing the Securities may use "CUSIP" numbers
(in addition to the other identification numbers printed on the Securities),
and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such "CUSIP" numbers either
as printed on the Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of

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<PAGE>

such "CUSIP" numbers. The Operating Partnership will promptly notify the Trustee
of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Operating Partnership Request cease to be of
further effect with respect to Securities (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Operating Partnership, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities, when

          (1) either

               (A)   all such Securities theretofore authenticated and delivered
     (other than (i) such Securities which have been destroyed, lost or stolen
     and which have been replaced or paid as provided in Section 306, and (ii)
     such Securities for whose payment money has theretofore been deposited in
     trust or segregated and held in trust by the Operating Partnership and
     thereafter repaid to the Operating Partnership or discharged from such
     trust, as provided in Section 1003) have been delivered to the Trustee for
     cancellation; or

               (B)   all such Securities not theretofore delivered to the
     Trustee for cancellation

               (i)   have become due and payable,

               (ii)  will become due and payable at their Stated Maturity in
     respect of principal within one year, or

               (iii) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of the Operating
     Partnership,

and the Operating Partnership in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for this purpose an amount in Dollars sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, 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 of the principal thereof, or the Redemption Date, as the
case may be;

          (2)  the Operating Partnership has paid or caused to be paid all other
sums payable hereunder by the Operating Partnership with respect to such
Securities; and

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<PAGE>

          (3)  the Operating Partnership has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture with respect to such Securities have been complied
with.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities (x) the obligations of the Operating Partnership to
the Trustee under Section 607, the obligations of each Guarantor under Section
101 of its Guaranty, the obligations of the Trustee to any Authenticating Agent
under Section 614 and the right of the Trustee to resign under Section 610 shall
survive, and (y) if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Operating
Partnership and/or the Trustee under Sections 402, 606, 701 and 1002 and the
last paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Operating Partnership acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE V

                                    REMEDIES

Section 501. Events of Default.

     "Event of Default", wherever used herein with respect to Securities, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

          (1)  default in the payment of any interest upon any Security when it
becomes due and payable, and continuance of such default for a period of 30
days; or

          (2)  default in the payment of the principal of (or premium, if any,
on) any Security at its Maturity; or

          (3)  default in the performance, or breach, of any term, covenant or
warranty of the Operating Partnership or any Guarantor in this Indenture or the
applicable Guaranty, and continuance of such default or breach for a period of
60 days after there has been given, by registered or certified mail, to the
Operating Partnership or such Guarantor by the Trustee or to the Operating
Partnership or such Guarantor and the Trustee by Holders of at least 25% in
principal amount of the Outstanding Securities a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

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<PAGE>

          (4)  the Operating Partnership pursuant to or within the meaning of
any Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of
any order for relief against it in an involuntary case, (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or (D) makes a general assignment for the benefit of its creditors; or

          (5)  a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (A) is for relief against the Operating Partnership in
an involuntary case, (B) appoints a Custodian of the Operating Partnership or
for all or substantially all of its property, or (C) orders the liquidation of
the Operating Partnership; and the order or decree remains unstayed and in
effect for 90 days.

Section 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Securities at the time Outstanding
occurs and is continuing, then in every such case the Trustee or Holders of not
less than 25% in principal amount of the Outstanding Securities may declare the
principal amount of and accrued but unpaid interest, if any, on all of the
Securities to be due and payable immediately, by a notice in writing to the
Operating Partnership (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

     At any time after such a declaration of acceleration with respect to the
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, Holders of a majority in principal amount of the Outstanding
Securities, by written notice to the Operating Partnership and the Trustee, may
rescind and annul such declaration and its consequences if

          (1)  the Operating Partnership has paid or deposited with the Trustee
a sum sufficient to pay

               (A)  all overdue interest on all Securities,

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

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

               (D)  all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel;

     and

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<PAGE>

          (2)  all Events of Default with respect to Securities, other than the
non-payment of the principal of Securities which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

     No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Operating Partnership covenants that if

          (1)  default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days, or

          (2)  default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof,

the Operating Partnership will, upon demand of the Trustee, pay to it, for the
benefit of Holders of such Securities, the whole amount then due and payable on
such Securities for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

     If the Operating Partnership fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Operating Partnership, any Guarantor, or any other
obligor upon such Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Operating
Partnership, any Guarantor, or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of Holders of the Securities by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

Section 504. Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Operating Partnership,
any Guarantor, or any other obligor upon the Securities, their property or their
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 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

                                       40

<PAGE>

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
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 607.

     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 Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of Holders, vote for the election of a trustee
in bankruptcy or similar official and be a member of a creditors' or other
similar committee.

Section 505. Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
Holders of the Securities in respect of which such judgment has been recovered.

Section 506. Application of Money Collected.

     Any money or property collected or to be applied by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed
by the Trustee and, in case of the distribution of such money or property on
account of principal or any premium or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 607;

     SECOND: To the payment of the amounts then due and unpaid for principal of
and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; and

     THIRD: The balance, if any, to the Operating Partnership.

Section 507. Limitation on Suits.

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

                                       41

<PAGE>

          (1)  such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities;

          (2)  Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

          (3)  such Holder or Holders have offered and, if requested, provided
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

          (4)  the Trustee for 60 days after its receipt of such notice, request
and offer and, if requested, provision of security or indemnity has failed to
institute any such proceeding; and

          (5)  no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by Holders of a majority in
principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 305 and
307) interest on such Security on the Stated Maturity expressed in such Security
(or, in the case of redemption, on the Redemption 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 509. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture or any Guaranty and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then in every such case, subject to any
determination in such proceeding, the Operating Partnership, the relevant
Guarantor, the Trustee and Holders shall be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Trustee and Holders shall continue as though no such proceeding had been
instituted.

Section 510. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein

                                       42

<PAGE>

conferred upon or reserved to the Trustee or to Holders is intended to be
exclusive of 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.

Section 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by Holders, as the case may be.

Section 512. Control by Holders.

         Subject to the provisions of Section 603, Holders of a majority in
aggregate principal amount of the Outstanding Securities 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 Securities; provided, however, that

             (1)   such direction shall not be in conflict with any rule of law
or with this Indenture;

             (2)   the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

             (3)   subject to the provisions of Section 601, the Trustee shall
have the right to decline to follow any such directions if the Trustee in good
faith shall determine that the proceeding so directed would involve the Trustee
in personal liability or would otherwise be contrary to applicable law.

Section 513. Waiver of Past Defaults.

             Holders of a majority in aggregate principal amount of the
Outstanding Securities may on behalf of Holders of all the Securities waive any
past default hereunder and its consequences, except

             (1)   a continuing default in the payment of the principal of or
any premium or interest on any Security, or

             (2)   a default in respect of a covenant or provision hereof which
under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security affected.



                                       43

<PAGE>


         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 514. Undertaking for Costs.

         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, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, however, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Trustee,
in any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the Outstanding Securities to
which the suit relates, or in any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the Stated Maturity expressed by such Security (or,
in the case of redemption or repayment, on or after the Redemption Date).

Section 515. Waiver of Usury, Stay or Extension Laws.

         The Operating Partnership covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Operating
Partnership (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

             (a)   Except during the continuance of an Event of Default with
respect to the Securities,

             (1)   the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture with respect to the
Securities, and no implied covenants or obligations shall read into this
Indenture against the Trustee; and

             (2)   in the absence of bad faith on its part, the Trustee may,
with respect to the Securities, conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be



                                       44

<PAGE>



under a duty to examine the same to determine whether or not they conform to the
requirements of this Indenture.

                  (b) In case an Event of Default with respect to the Securities
has occurred and is continuing, the Trustee shall exercise with respect to the
Securities such 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 such Person's own
affairs.

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

                  (1) this Subsection shall not be construed to limit the effect
of Subsection (a) of this Section;

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

                  (3) 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 Holders or a majority in principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Securities;
and

                  (4) no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

Section 602. Notice of Defaults.

         If a Default occurs and is continuing with respect to the Securities,
the Trustee shall, within 90 days after it occurs, transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, notice of
all uncured or unwaived Defaults known to it; provided, however, that, except in
the case of a Default in payment on the Securities, the Trustee shall be
protected in withholding the notice if and so long as the board of directors,
the executive committee or a trust committee of directors or responsible
officers of the Trustee determine in good faith that withholding such notice is
in the interests of Holders of Securities; provided, further, however, that, in
the case of any Default of the character specified in Section 501(3) with
respect to the Securities, no such notice to Holders shall be given until at
least 30 days after the occurrence of such Default.



                                       45

<PAGE>

Section 603. Certain Rights of Trustee.

       Subject to the provisions of Section 601:

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

               (2)   any request, direction, order or demand of the Operating
Partnership mentioned herein shall be sufficiently evidenced by a Operating
Partnership Request or Operating Partnership Order and any resolution of the
Board of Directors shall be sufficiently evidenced by a Board Resolution;

               (3)   whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

               (4)   the Trustee may consult with counsel and the written advice
of such 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;

               (5)   the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

               (6)   the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Operating Partnership, personally or by
agent or attorney;

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

               (8)   the Trustee is not a party to the Registration Rights
Agreement and shall be entitled to rely on an Officers' Certificate as to
whether Additional Interest is owed on the Securities; and



                                       46

<PAGE>


             (9)   the Trustee may request that the Operating Partnership
deliver an Officers' Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Indenture, which Officers' Certificate may be signed by any Person
authorized to sign an Officers' Certificate, including any Person specified as
so authorized in any such certificate previously delivered and not superseded.

Section 604. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Operating Partnership, and neither the Trustee nor any Authenticating Agent
assumes responsibility for their correctness. Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or sufficiency
of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Operating Partnership of the Securities or the proceeds thereof.

Section 605. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Operating Partnership, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the Operating Partnership with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

Section 606. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Operating Partnership.

Section 607. Compensation and Reimbursement.

         The Operating Partnership agrees:

              (1)   to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

              (2)   to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith;

              (3)   to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the



                                       47

<PAGE>



costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder; and

              (4)  The Trustee shall have a claim prior to the Securities as to
all property and funds held by it hereunder for any amounts owing it or any
predecessor Trustee pursuant to this Section 607, except to funds held in trust
for the benefit of Holders of any Securities.

         The obligations of the Operating Partnership under this Section to
compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(4) or Section 501(5), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         The provisions of this Section 607 and the obligations of the Operating
Partnership thereunder, shall survive payment in full of the Securities, the
satisfaction and discharge of this Indenture and any defeasance of the
Securities.

Section 608. Disqualification; Conflicting Interests.

         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.

Section 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a single Trustee hereunder that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus required by the Trust Indenture Act. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Person 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 the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time by giving written notice thereof to
the Operating Partnership. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of


                                       48

<PAGE>


resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         The Trustee may be removed at any time by Act of Holders of a majority
in principal amount of the Outstanding Securities, delivered to the Trustee and
to the Operating Partnership. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the removed Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         If at any time:

              (1)  the Trustee shall fail to comply with Section 608 after
written request therefor by the Operating Partnership, or by any Holder who has
been a bona fide Holder of a Security for at least six months, or

              (2)  the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Operating
Partnership, or by any such Holder, or

              (3)  the Trustee shall become incapable of acting or shall be
adjudged a 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, then, in any such case (A) the Operating
Partnership, by a Board Resolution, may remove the Trustee, or (B) subject to
Section 514, any Holder who has been a bona fide Holder of a Security 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.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the
Operating Partnership, by a Board Resolution, shall promptly appoint a successor
Trustee and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Operating Partnership and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee and shall supersede the successor Trustee appointed by the Operating
Partnership. If no successor Trustee shall have been so appointed by the
Operating Partnership or Holders and accepted appointment in the manner required
by Section 611, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

         The Operating Partnership shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders of Securities in the manner provided in Section 106. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.


                                       49

<PAGE>


Section 611. Acceptance of Appointment by Successor.

              (1)  Every such successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Operating Partnership and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Operating Partnership or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

              (2)  Upon request of any such successor Trustee, the Operating
Partnership shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (1) of this Section.


              (3)  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business.

         Any corporation 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
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Operating Partnership.

         If and when the Trustee shall be or become a creditor of the Operating
Partnership, any Guarantor, or any other obligor upon the Securities, the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Operating Partnership, any such Guarantor,
or any such other obligor.

Section 614. Appointment of Authenticating Agent.

         The Trustee (upon notice to the Operating Partnership) may appoint an
Authenticating Agent or Agents which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated


                                       50

<PAGE>



by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities 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. Each Authenticating Agent shall be acceptable to the
Operating Partnership and shall at all times be a corporation organized and
doing business under the laws of the United States, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating 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
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of such Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating
Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Operating Partnership. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Operating Partnership. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Operating Partnership and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Security
Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         Except with respect to an Authenticating Agent appointed at the request
of the Operating Partnership, the Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section.

         If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

         This is one of the Securities referred to in the within-mentioned
Indenture.

                                       51

<PAGE>



                                   [NAME OF TRUSTEE],
                                      As Trustee

Date:                              By:
     --------------------------       -----------------------------
                                      As Authenticating Agent

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


                                  ARTICLE VII

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

Section 701. Operating Partnership to Furnish Trustee Names and Addresses of
Holders.

         The Operating Partnership will furnish or cause to be furnished to the
Trustee

              (1) not later than each Interest Payment Date in each year in
respect of the Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of Holders of Securities as of the preceding
Regular Record Date in respect of the Securities, and

              (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Operating Partnership 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 702. 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 701 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 701 upon receipt of a new list so furnished.

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

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


                                       52

<PAGE>


Section 703. Reports by Trustee.

         As promptly as practicable after each _______ beginning with the
_______ following the date of this Indenture, and in any event prior to _______
in each year, the Trustee shall mail to each Holder a brief report dated as of
_______ that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b). Prior to delivery to Holders, the Trustee shall
deliver to the Operating Partnership a copy of any report it delivers to Holders
pursuant to this Section 703.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Operating Partnership.
The Operating Partnership will notify the Trustee when any Securities are listed
on any stock exchange.

Section 704. Reports by Operating Partnership.

         The Operating Partnership shall:

              (1) file with the Trustee, within 15 days after the Operating
Partnership is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Operating Partnership may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Operating Partnership is not required to file
information, documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission (unless the Commission will not
accept such a filing), in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

              (2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Operating Partnership with the conditions and covenants of this Indenture as may
be required from time to time by such rules and regulations; and

              (3) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Operating Partnership pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations prescribed from time to
time by the Commission.

                                       53

<PAGE>



                                  ARTICLE VIII

                 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
                                      LEASE

Section 801. Operating Partnership and Subsidiary Guarantors May Consolidate,
             Etc., Only on Certain Terms.

         The Operating Partnership shall not, and shall not permit any
Subsidiary Guarantor to, consolidate with or merge into any other Person or
sell, lease or transfer its properties and assets as, or substantially as, an
entirety to, any Person, unless:

              (1) (A) in the case of a merger, the Operating Partnership or such
Subsidiary Guarantor, as the case may be, is the surviving entity, or (B) the
Person formed by such consolidation or into which the Operating Partnership or
such Subsidiary Guarantor is merged or the Person which acquires by sale or
transfer, or which leases, the properties and assets of the Operating
Partnership or such Subsidiary Guarantor as, or substantially as, an entirety
must expressly assume, by an indenture supplemental hereto, or a supplement to
the applicable Guaranty, as the case may be, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all of the obligations
of the Operating Partnership or such Subsidiary Guarantor, as the case may be,
under this Indenture and the Securities, or the applicable Guaranty, as the case
may be;

              (2) the surviving entity or successor Person is a Person organized
and existing under the laws of the United States, any State thereof or the
District of Columbia;

              (3) immediately after giving effect to such transaction, no
Default or Event of Default exists; and

              (4) the Operating Partnership has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, transfer or lease and the supplemental indenture
required in connection with such transaction comply with this Article and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

Section 802. Successor Substituted.

         Upon any consolidation of the Operating Partnership or any Subsidiary
Guarantor with, or merger of the Operating Partnership or any Subsidiary
Guarantor into, any other Person or any sale, transfer or lease of the
properties and assets of the Operating Partnership or any Subsidiary Guarantor
as, or substantially as, an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Operating
Partnership or such Subsidiary Guarantor is merged or to which such sale,
transfer or lease is made shall (and, in the case of a Subsidiary Guarantor, its
Guaranty will provide that it shall) succeed to, and be substituted for, and may
exercise every right and power of, the Operating Partnership or such Subsidiary
Guarantor under this Indenture and the Securities, or the Guaranty of such
Subsidiary Guarantor, as the case may be, with the same effect as if such
successor Person had been named originally as the Operating Partnership or such
Subsidiary Guarantor herein or therein, and thereafter,


                                       54

<PAGE>


except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities, or such
Guaranty, as the case may be.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders of Securities, the Operating
Partnership 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:

              (1)  to secure the Securities;

              (2)  to evidence the succession of another Person to the Operating
Partnership under this Indenture and the Securities and the assumption by such
successor Person of the obligations of the Operating Partnership hereunder;

              (3)  to reflect the addition of any Subsidiary of the Operating
Partnership as a Guarantor, or to reflect the release of any Guarantor from its
Guaranty, in either case in the manner provided by Article XIV of this
Indenture;

              (4)  to add covenants and Events of Default for the benefit of
Holders of the Securities or to surrender any right or power conferred by this
Indenture upon the Operating Partnership;

              (5)  to add to, change or eliminate any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form;

              (6)  to cure any ambiguity or correct any inconsistency in this
Indenture;

              (7)  to amend this Indenture to reopen the series represented by
the Securities and issue additional Securities of that series in compliance with
Section 301;

              (8)  to evidence the acceptance of appointment by a successor
Trustee;

              (9)  to qualify this Indenture under the Trust Indenture Act;

              (10) to supplement any provisions of this Indenture necessary to
permit or facilitate the defeasance and discharge of the Securities, provided
that such action does not adversely affect the interests of Holders of
Securities; and

              (11) to comply with the rules or regulations of any securities
exchange or automated quotation system on which any of the Securities may be
listed or traded.

                                       55

<PAGE>

Section 902. Supplemental Indentures with Consent of Holders.

         With the consent of Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities affected by such supplemental
indenture, the Operating Partnership and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this
Indenture, or modifying in any manner the rights of Holders of Securities under
this Indenture; provided that the Operating Partnership and the Trustee may not,
without the consent of the Holder of each Outstanding Security affected thereby,

              (1)  change the Stated Maturity of the principal of, or of any
installment of interest on, any Security, or reduce the principal amount thereof
or premium, if any, or the rate of interest thereon, or alter the method of
computation of interest;

              (2)  reduce the percentage in principal amount of the Securities
required for any such supplemental indenture or for any waiver provided for in
this Indenture;

              (3)  change the Operating Partnership's obligation to maintain an
office or agency for payment of Securities and the other matters specified
herein;

              (4)  impair the right to institute suit for the enforcement of any
payment of principal of, premium, if any, or interest on, any Security; or

              (5)  modify any of the provisions of this Indenture relating to
the execution of supplemental indentures with the consent of Holders of
Securities which are discussed in this Section or modify any provisions relating
to the waiver by Holders of Securities of past defaults and covenants, except to
increase any required percentage or to provide that other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.

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

Section 903. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.


Section 904. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this


                                       56

<PAGE>



Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

Section 905. Conformity with Trust Indenture Act.

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

Section 906. Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Operating Partnership shall
so determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Operating Partnership, to any such supplemental indenture may be
prepared and executed by the Operating Partnership and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.

                                   ARTICLE X

                                   COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

         The Operating Partnership covenants and agrees for the benefit of
Holders of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities in accordance with the terms of such
Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

         The Operating Partnership will maintain in the Place of Payment an
office or agency where the Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Operating Partnership in
respect of the Securities and this Indenture may be served. The Operating
Partnership will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the
Operating Partnership shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Operating Partnership hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Operating Partnership may also from time to time designate one or
more other offices or agencies in the City of New York where the Securities may
be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Operating Partnership of its
obligation to maintain an office or agency in the Place of Payment for such
purposes. The Operating Partnership will give prompt written notice to the
Trustee of



                                       57

<PAGE>


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

         The Operating Partnership hereby permanently designates as the Place of
Payment of Securities The City of New York, and initially appoints the Trustee
as Paying Agent at its office located at [Trustee Address], as the Operating
Partnership's office or agency for such purpose in such city.

Section 1003. Money for Securities Payments to Be Held in Trust.

         If the Operating Partnership or any of its Subsidiaries shall at any
time act as Paying Agent with respect to the Securities, it will, on or before
each due date of the principal of or any premium or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Operating Partnership shall have one or more Paying Agents
for the Securities, it will, on or prior to each due date of the principal of or
any premium or interest on any Securities, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Operating
Partnership will promptly notify the Trustee of its action or failure so to act.

         The Operating Partnership will cause the Paying Agent for the
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) hold all sums
held by it for the payment of the principal of (and premium, if any) or
interest, if any, on Securities 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; (2) give the Trustee notice of any default by the Operating
Partnership or any Guarantor (or any other obligor upon the Securities) in the
making of any payment of principal (and premium, if any) or interest, if any, on
the Securities; and (3) during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities.

         The Operating Partnership may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Operating Partnership Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Operating Partnership, any Guarantor or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Operating Partnership, such Guarantor or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent in trust for
the payment of the principal of or any premium or interest on any Security and
remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the state whose escheat laws control,
and the Trustee or such Paying Agent shall be discharged from


                                       58

<PAGE>

such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the state whose escheat laws control, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Operating Partnership as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such payment, may at the expense of the
Operating Partnership cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be paid to the state
whose escheat laws control.

Section 1004. Statement by Officers as to Default.

         The Operating Partnership will deliver to the Trustee, within 150 days
after the end of each fiscal year of the Operating Partnership ending after the
date hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Operating Partnership or any Guarantor 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 Operating Partnership or
any Guarantor shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge.

Section 1005. Existence.

         Subject to Article VIII, the Operating Partnership will do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises and those of each
Subsidiary Guarantor; provided, however, that neither the Operating Partnership
nor any Subsidiary Guarantor shall be required to preserve any such right or
franchise if the Operating Partnership shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Operating
Partnership or such Subsidiary Guarantor.

Section 1006. Limitations on Liens.

         The Operating Partnership will not, nor will it permit any Subsidiary
to, create, assume, incur or suffer to exist any Lien upon any Principal
Property, or upon any shares of capital stock of any Subsidiary owning or
leasing any Principal Property, whether owned or leased on the date of this
Indenture or thereafter acquired, to secure any Debt of the Operating
Partnership or any other Person (other than the Securities issued hereunder),
without in any such case making effective provision whereby all of the
Securities Outstanding hereunder shall be secured equally and ratably with, or
prior to, such Debt so long as such Debt shall be so secured. This restriction
shall not apply to:

              (1) Permitted Liens;

              (2) any Lien upon any property or assets created at the time of
acquisition of such property or assets by the Operating Partnership or any
Subsidiary or within one year after such time to secure all or a portion of the
purchase price for such property or assets or Debt



                                       59

<PAGE>

incurred to finance such purchase price, whether such Debt was incurred prior
to, at the time of or within one year after the date of such acquisition;

              (3)  any Lien upon any property or assets to secure all or part
of the cost of construction, development, repair or improvements thereon or to
secure Debt incurred prior to, at the time of, or within one year after
completion of such construction, development, repair or improvements or the
commencement of full operations thereof (whichever is later), to provide funds
for any such purpose;

              (4)  any Lien upon any property or assets existing thereon at the
time of the acquisition thereof by the Operating Partnership or any Subsidiary
(whether or not the obligations secured thereby are assumed by the Operating
Partnership or any Subsidiary); provided, however, that such Lien only encumbers
the property or assets so acquired;

              (5) any Lien upon any property or assets of a Person existing
thereon at the time such Person becomes a Subsidiary by acquisition, merger or
otherwise; provided, however, that such Lien only encumbers the property or
assets of such Person at the time such Person becomes a Subsidiary;

              (6) any Lien upon any property or assets of the Operating
Partnership or any Subsidiary in existence on the Closing Date or provided for
pursuant to agreements existing on the Closing Date;

              (7) Liens imposed by law or order as a result of any proceeding
before any court or regulatory body that is being contested in good faith, and
Liens which secure a judgment or other court-ordered award or settlement as to
which the Operating Partnership or the applicable Subsidiary, as the case may
be, has not exhausted its appellate rights;

              (8) any extension, renewal, refinancing, refunding or replacement
(or successive extensions, renewals, refinancing, refunding or replacements) of
Liens, in whole or in part, referred to in Clauses (1) through (7), inclusive,
of this Section; provided, however, that any such extension, renewal,
refinancing, refunding or replacement Lien shall be limited to the property or
assets covered by the Lien extended, renewed, refinanced, refunded or replaced
and that the obligations secured by any such extension, renewal, refinancing,
refunding or replacement Lien shall be in an amount not greater than the amount
of the obligations secured by the Lien extended, renewed, refinanced, refunded
or replaced and any expenses of the Operating Partnership and its Subsidiaries
(including any premium) incurred in connection with such extension, renewal,
refinancing, refunding or replacement; or

              (9)  any Lien resulting from the deposit of moneys or evidence of
indebtedness in trust for the purpose of defeasing Debt of the Operating
Partnership or any Subsidiary.

         Notwithstanding the foregoing provisions of this Section, the Operating
Partnership may, and may permit any Subsidiary to, create, assume, incur or
suffer to exist any Lien upon any Principal Property to secure Debt of the
Operating Partnership or any Person (other than the Securities) that is not
excepted by Clauses (1) through (9), inclusive, of this Section without securing
the Securities issued hereunder, provided that the aggregate principal amount of
all Debt then outstanding secured by such Lien and all similar Liens, together
with all Attributable




                                       60

<PAGE>


Indebtedness from Sale-Leaseback Transactions (excluding Sale-Leaseback
Transactions permitted by Clauses (1) through (4), inclusive, of Section 1007),
does not exceed 10% of Consolidated Net Tangible Assets.

Section 1007. Restriction of Sale-Leaseback Transaction.

         The Operating Partnership will not, and will not permit any Subsidiary
to, engage in a Sale-Leaseback Transaction, unless:

              (1)  such Sale-Leaseback Transaction occurs within one year from
the date of completion of the acquisition of the Principal Property subject
thereto or the date of the completion of construction, development or
substantial repair or improvement, or commencement of full operations on such
Principal Property, whichever is later;

              (2)  the Sale-Leaseback Transaction involves a lease for a period,
including renewals, of not more than three years;

              (3)  the Operating Partnership or such Subsidiary would be
entitled to incur Debt secured by a Lien on the Principal Property subject
thereto in a principal amount equal to or exceeding the Attributable
Indebtedness from such Sale-Leaseback Transaction without equally and ratably
securing the Securities; or

              (4)  the Operating Partnership or such Subsidiary, within a
one-year period after such Sale-Leaseback Transaction, applies or causes to be
applied an amount not less than the Attributable Indebtedness from such
Sale-Leaseback Transaction to (A) the prepayment, repayment, redemption,
reduction or retirement of Pari Passu Debt of the Operating Partnership or any
Subsidiary, or (B) the expenditure or expenditures for Principal Property used
or to be used in the ordinary course of business of the Operating Partnership or
its Subsidiaries.

         Notwithstanding the foregoing provisions of this Section, the Operating
Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback
Transaction that is not excepted by Clauses (1) through (4), inclusive, of this
Section, provided that the Attributable Indebtedness from such Sale-Leaseback
Transaction, together with the aggregate principal amount of then outstanding
Debt (other than the Securities) secured by Liens upon Principal Properties not
excepted by Clauses (1) through (9), inclusive, of Section 1006, do not exceed
10% of the Consolidated Net Tangible Assets.

Section 1008. Future Subsidiary Guarantors.

         The Operating Partnership shall cause each Subsidiary of the Operating
Partnership that guarantees or becomes a co-obligor in respect of any Funded
Debt of the Operating Partnership other than the Securities at any time
subsequent to the Closing Date (including, without limitation, following any
release of such Subsidiary pursuant to Section 1409 from any Guaranty previously
provided by it under Article XIV), to (A) cause the Securities to be equally and
ratably guaranteed by such Subsidiary, but only to the extent that the
Securities are not already guaranteed by such Subsidiary on reasonably
comparable terms and (B) execute and deliver to the Trustee a supplemental
indenture in the form attached as Annex A pursuant to which such Subsidiary will
guarantee payment of the Securities.


                                       61

<PAGE>


Section 1009. Waiver of Certain Covenants.

         The Operating Partnership may omit in any particular instance to comply
with any term, provision or condition set forth in Section 1005, 1006, 1007 or
1008 with respect to the Securities if before the time for such compliance
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Operating Partnership and the Guarantors and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

Section 1010. Officers' Certificate as to Additional Interest.

         The Operating Partnership shall deliver an Officers' Certificate to the
Trustee within five Business Days after an Additional Interest Event occurs
which identifies such Additional Interest Event and states the date as of which
Additional Interest began accruing or will begin to accrue. Promptly upon (i) an
Additional Interest Event having been cured or (ii) the expiration of the Rule
144(k) Period, the Operating Partnership shall deliver to the Trustee an
Officers' Certificate


         which identifies such Additional Interest Event, states that it has
been cured or that the Rule 144(k) Period has expired, as the case may be, and
states the date as of which Additional Interest ceased accruing or will cease to
accrue.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 1101. Optional Redemption.

         The Securities will be redeemable, in whole or in part, at the option
of the Operating Partnership at any time, upon not less than 30 and not more
than 60 days' notice mailed to each Holder of the Securities to be redeemed at
the Holder's address appearing in the Security Register, on any date prior to
Maturity at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities to be redeemed and (ii) an amount equal to the sum of
the present values of the remaining scheduled payments for principal and
interest on the Securities to be redeemed, not including any portion of the
payments of interest accrued as of such Redemption Date, discounted to such
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus 25 basis points; plus in each
case, accrued and unpaid interest on the Securities to be redeemed to such
Redemption Date.

         The Operating Partnership shall notify the Trustee of the Redemption
Price with respect to the foregoing redemption promptly after the calculation
thereof. The Trustee shall not be responsible for calculating said Redemption
Price.

         The Operating Partnership has no obligation to redeem or purchase any
Securities pursuant to any sinking fund or analogous requirement, or (except as
provided in Article V) upon the happening of a specified event, or at the option
of a Holder thereof.


                                       62

<PAGE>


Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Operating Partnership to redeem any Securities
shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Operating Partnership of less than all the Securities, the
Operating Partnership shall, not less than 35 nor more than 60 days prior to the
Redemption Date fixed by the Operating Partnership (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities to be redeemed.

Section 1103. Selection by Trustee of Securities to be Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, on a pro rata basis or by any other method which the
Trustee deems fair and appropriate and which complies with any securities
exchange or other applicable requirements for redemption of portions (equal to
the minimum authorized denomination for Securities or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than the
minimum authorized denomination for Securities.

         The Trustee shall promptly notify the Operating Partnership in writing
of the Securities selected for redemption and, in the case of any such
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

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

Section 1104. Notice of Redemption.

         Notice of redemption shall be given by first-class mail (if
international mail, by air mail), postage prepaid, mailed not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of the Securities
to be redeemed, at his address appearing in the Security Register.

         All notices of redemption shall state:

              (1)  the Redemption Date,

              (2)  the Redemption Price,

              (3)  if less than all the Outstanding Securities are to be
redeemed, the identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be redeemed,

              (4)  that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and that interest thereon
will cease to accrue on and after said date, and


                                       63

<PAGE>


              (5)  the place or places where such Securities are to be
surrendered for payment of the Redemption Price.

         Notice of redemption of Securities to be redeemed shall be given by the
Operating Partnership or, at the Operating Partnership's request, by the Trustee
in the name and at the expense of the Operating Partnership.


Section 1105. Deposit of Redemption Price.

         On or prior to 10:30 a.m. New York City Time on any Redemption Date,
the Operating Partnership shall deposit with the Trustee or with a Paying Agent
(or, if the Operating Partnership is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Operating Partnership shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Operating Partnership at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
such Security.

Section 1107. Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Operating Partnership or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Operating Partnership and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the
Operating Partnership shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                       64

<PAGE>

                                  ARTICLE XII

                                  NON-RECOURSE

Section 1201. Non-Recourse to the General Partner and Partnership GP; No
              Personal Liability of Officers, Directors, Employees or Partners.

         Obligations of the Operating Partnership or any Guarantor, as such,
under this Indenture, the Securities and any Guaranty are non-recourse to the
General Partner, the Partnership GP and their respective Affiliates (other than
the Operating Partnership and the Guarantors), and payable only out of cash flow
and assets of the Operating Partnership and the Guarantors. The Trustee, and
each Holder of a Security by its acceptance thereof, will be deemed to have
agreed in this Indenture that (1) neither the General Partner, the Partnership
GP nor their respective assets (nor any of their respective Affiliates other
than the Operating Partnership or the Guarantors, nor their respective assets)
shall be liable for any of the obligations of the Operating Partnership or the
Guarantors under this Indenture, such Securities or any Guaranty, and (2) no
director, officer, employee, stockholder or unitholder, as such, of the
Operating Partnership, the Guarantors, the Trustee, the General Partner, the
Partnership GP or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Operating Partnership or
the Guarantors under this Indenture, such Securities or any Guaranty by reason
of his, her or its status. The agreements set forth in this Section 1201 are
part of the consideration for the issuance of the Securities and any Guaranty.

                                  ARTICLE XIII

                            DEFEASANCE OF SECURITIES

Section 1301. Legal Defeasance.

         In addition to discharge of the Indenture pursuant to Section 401, the
Operating Partnership shall be deemed to have paid and discharged the entire
indebtedness on all Securities on the 91st day after the date of the deposit
referred to in Clause (1) below, and the provisions of this Indenture with
respect to such Securities shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of such Securities and the Operating
Partnership's right of optional redemption, (ii) substitution of mutilated,
destroyed, lost or stolen Securities, (iii) rights of Holders of such Securities
to receive payments of principal thereof and interest thereon, upon the original
stated due dates therefor or on the specified redemption dates therefor (but not
upon acceleration), (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, and the Operating Partnership's and Guarantors' obligations
in connection therewith (including, but not limited to, Section 607), (v) the
rights, if any, to convert or exchange such Securities, (vi) the rights of
Holders of such Securities as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them, and (vii) the
obligations of the Operating Partnership under Section 1002), and the Trustee,
at the expense of the Operating Partnership, shall, upon a Operating Partnership
Request, execute proper instruments acknowledging the same, if the conditions
set forth below are satisfied (hereinafter, "defeasance"):

                                       65

<PAGE>


              (1)  The Operating Partnership has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust, for the purposes of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of Holders of such Securities (A) cash in an
amount, or (B) U.S. Government Obligations, maturing as to principal and
interest at such times and in such amounts as will insure the availability of
cash, or (C) a combination thereof, certified to be sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay the principal and
interest and premium, if any, on all such Securities on each date that such
principal, interest or premium, if any, is due and payable or on any Redemption
Date established pursuant to Clause (3) below;

              (2)  The Operating Partnership has delivered to the Trustee an
Opinion of Counsel based on the fact that (A) the Operating Partnership has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and such opinion
shall confirm that, Holders of such Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit, defeasance
and discharge 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;

              (3)  If such Securities are to be redeemed prior to Stated
Maturity, notice of such redemption shall have been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee shall have been
made;

              (4)  No Event of Default or Default shall have occurred and be
continuing on the date of such deposit;

              (5)  Such defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
such Securities are in default within the meaning of such Act);

              (6)  Such defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Operating Partnership is a party or by which it is bound;

              (7)  Such defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act or exempt from registration thereunder; and

              (8)  The Operating Partnership has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this provision have been complied with.

         For this purpose, such defeasance means that the Operating Partnership,
the Guarantors, and any other obligor upon the Securities shall be deemed to
have paid and discharged the entire debt represented by such Securities, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
1303 and the rights and obligations referred to in Clauses (i) through



                                       66

<PAGE>



(vii), inclusive, of the first paragraph of this Section, and to have satisfied
all its other obligations under such Securities, this Indenture and the
Guaranties insofar as such Securities are concerned.

Section 1302. Covenant Defeasance.

         The Operating Partnership and any other obligor, including the
Guarantors, shall be released on the 91st day after the date of the deposit
referred to in Clause (1) below from its obligations under Sections 704, 801,
1005, 1006 and 1007 with respect to the Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and such Securities shall thereafter be deemed to be not "Outstanding" for the
purposes of any request, demand, authorization, direction, notice, waiver,
consent or declaration or other action or Act of Holders (and the consequences
of any thereof) in connection with such covenants, but shall continue to be
deemed Outstanding for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Securities, the Operating
Partnership and the Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to such Section or by reason of any reference in such Section 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 501, but,
except as specified above, the remainder of this Indenture and the Securities
shall be unaffected thereby. The following shall be the conditions to
application of this Section 1302:

              (1)  The Operating Partnership has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of Holders of the Securities (A) cash in an
amount, or (B) U.S. Government Obligations, maturing as to principal and
interest at such times and in such amounts as will insure the availability of
cash, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal and
interest and premium, if any, on all Securities on each date that such
principal, interest or premium, if any, is due and payable or on any Redemption
Date established pursuant to Clause (2) below;

              (2) If such Securities are to be redeemed prior to Stated
Maturity, notice of such redemption shall have been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee shall have been
made;

              (3) No Event of Default or Default shall have occurred and be
continuing on the date of such deposit;

              (4) The Operating Partnership has delivered to the Trustee an
Opinion of Counsel which shall confirm that Holders of such Securities will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and covenant defeasance and will be subject to federal income tax
on the same amount and in the same manner and at the same time as would have
been the case if such deposit and covenant defeasance had not occurred;

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<PAGE>



              (5) Such covenant defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
such Securities are in default within the meaning of such Act);

              (6) Such covenant defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument
to which the Operating Partnership is a party or by which it is bound;

              (7) Such covenant defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act or exempt from registration thereunder; and

              (8) The Operating Partnership has delivered to the Trustee an
Officers' Certificate and Opinion of Counsel stating that all conditions
precedent provided for relating to the covenant defeasance contemplated by this
provision have been complied with.

Section 1303. Application by Trustee of Funds Deposited for Payment of
              Securities.

         Subject to the provisions of the last paragraph of Section 1003, all
moneys or U.S. Government Obligations deposited with the Trustee pursuant to
Section 1301 or 1302 (and all funds earned on such moneys or U.S. Government
Obligations) shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Operating Partnership acting
as its own Paying Agent), to Holders of such Securities for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.
Subject to Sections 1301 and 1302, the Trustee shall promptly pay to the
Operating Partnership upon Operating Partnership Order any moneys held by it at
any time, which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification delivered to the
Trustee, are in excess of the amounts required to effect the defeasance with
respect to the Outstanding Securities in question.

Section 1304. Repayment to Operating Partnership.

         The Trustee and any Paying Agent promptly shall pay or return to the
Operating Partnership upon Operating Partnership Request any money and U.S.
Government Obligations held by them at any time that are not required for the
payment of the principal of and any interest on such Securities for which money
or U.S. Government Obligations have been deposited pursuant to Section 1301 or
1302, which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification delivered to the
Trustee, are in excess of the amounts required to effect the defeasance with
respect to the Outstanding Securities in question.

         The provisions of the last paragraph of Section 1003 shall apply to any
money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of the Securities for which money or
U.S. Government Obligations have been deposited pursuant to Section 1301 or
1302.


                                       68

<PAGE>


Section 1305. Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
obligations of the Operating Partnership and any Guarantor under this Indenture,
the applicable Guaranty and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to this Indenture until such time as the
Trustee or the Paying Agent is permitted to apply all such money or U. S.
Government Obligations in accordance with this Article; provided, however, that
if the Operating Partnership or any Guarantor has made any payment of principal
of or interest on any Securities because of the reinstatement of its
obligations, the Operating Partnership or such Guarantor shall be subrogated to
the rights of Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or the Paying Agent.

                                  ARTICLE XIV

                             GUARANTY OF SECURITIES

Section 1401. Unconditional Guaranties.

              (1) For value received, the Guarantors, jointly and severally,
hereby fully, unconditionally and absolutely guarantee to the Holders and to the
Trustee the due and punctual payment of the principal of, and premium, if any,
and interest on the Securities and all other amounts due and payable under this
Indenture and the Securities by the Operating Partnership, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture.

              (2) Failing payment when due of any amount guaranteed pursuant
to the Guaranties, for whatever reason, each Guarantor will be obligated to pay
the same immediately. Each Guaranty is intended to be a general, unsecured,
senior obligation of each Guarantor and will rank pari passu in right of payment
with all Debt of each such Guarantor that is not, by its terms, expressly
subordinated in right of payment to such Guaranty of such Guarantor. Each of the
Guarantors hereby agrees that its obligations under this Section 1401 shall be
full, unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Securities, this Guaranty or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, any release of any
other Guarantor, the recovery of any judgment against the Operating Partnership,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each of the
Guarantors hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Securities, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of
Holders or, subject to Section 507, by Holders, on the terms and conditions set
forth in this Indenture, directly against each of the Guarantors to enforce this
Guaranty without first proceeding against the Operating Partnership.


                                       69

<PAGE>


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

              (4) Each of the Guarantors hereby (A) waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
the merger, insolvency or bankruptcy of the Operating Partnership or a
Guarantor, and all demands whatsoever, (B) acknowledges that this Guaranty may
be transferred and that the benefit of its obligations hereunder shall extend to
each holder of any Securities without notice to them and (C) covenants that its
Guaranty will not be discharged except by complete performance. Each Guarantor
further agrees that if at any time all or any part of any payment hereunder
theretofore applied by any Person is, or must be, rescinded or returned for any
reason whatsoever, including without limitation, the insolvency, bankruptcy or
reorganization of the Operating Partnership or such Guarantor, this Guaranty
shall, to the extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence notwithstanding such application, and this
Guaranty shall continue to be effective or be reinstated, as the case may be, as
though such application had not been made.


                                       70

<PAGE>


              (5) Each Guarantor shall be subrogated to all rights of
Holders and the Trustee against the Operating Partnership in respect of any
amounts paid by such Guarantor pursuant to the provisions of this Indenture or
this Guaranty, provided, however, that no Guarantor shall be entitled to enforce
or to receive any payments arising out of, or based upon, such right of
subrogation until all of the Securities and this Guaranty shall have been paid
in full or discharged.

            (6) A director, officer, employee or stockholder, as such, of
any Guarantor shall not have any liability for any obligations of such Guarantor
under this Indenture or this Guaranty, or for any claim based on, in respect of
or by reason of such obligations or their creation.

Section 1402. Limitation of Guarantor's Liability.

         Each Guarantor and by its acceptance of any Security each Holder
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to this Guaranty not constitute a fraudulent transfer or
conveyance for purposes of any federal, state or foreign law. To effectuate the
foregoing intention, Holders and each Guarantor hereby irrevocably agree that
the obligations of each Guarantor under this Guaranty shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Guaranty or pursuant to Section
1403, result in the obligations of such Guarantor under this Guaranty not
constituting a fraudulent conveyance or fraudulent transfer under federal, state
or foreign law.

Section 1403. Contribution.

         In order to provide for just and equitable contribution among all
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its
Guaranty, such Funding Guarantor shall be entitled to a contribution from each
other Guarantor in a pro rata amount based on the Adjusted Net


         Assets of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by the Funding Guarantor in discharging
the Operating Partnership's obligations with respect to the Securities or any
other Guarantor's obligations with respect to its Guaranty.

Section 1404. Execution and Delivery of Guaranties.

         Each Guarantor hereby agrees that a notation relating to such Guaranty
shall be endorsed on each Security authenticated and delivered by the Trustee
and executed by either manual or facsimile signature of two officers of the
Guarantor.

         Each of the Guarantors hereby agrees that its Guaranty shall remain in
full force and effect notwithstanding any failure to endorse on each Security a
notation relating to such Guaranty.


                                       71

<PAGE>

     If an officer of a Guarantor whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, such Guarantor's Guaranty of such Security
shall be valid nevertheless.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Guarantee set forth in
this Guaranty on behalf of the Guarantor.

Section 1405. Consent to Jurisdiction and Service of Process.

     Each Guarantor that is not organized under the laws of the United States
(including the States and the District of Columbia) (each a "Non-U.S.
Guarantor") hereby appoints the principal office of CT Corporation System in The
City of New York which, on the date hereof, is located at ______________________
_________________, as the authorized agent thereof (the "Authorized Agent") upon
whom process may be served in any action, suit or proceeding arising out of or
based on the Indenture or this Guaranty or the Securities which may be
instituted in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York, in either case in The
Borough of Manhattan, The City of New York, by the Holder of any Security, and
each Non-United States Guarantor hereby waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding and expressly and
irrevocably accepts and submits, for the benefit of Holders from time to time of
the Securities, to the nonexclusive jurisdiction of any such court in respect of
any such action, suit or proceeding, for itself and with respect to its
properties, revenues and assets. Such appointment shall be irrevocable unless
and until the appointment of a successor authorized agent for such purpose, and
such successor's acceptance of such appointment, shall have occurred. Each
Non-U.S. Guarantor agrees to take any and all actions, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent with respect to any such action shall be deemed, in every
respect, effective service of process upon any such Non-U.S. Guarantor.
Notwithstanding the foregoing, any action against any Non-U.S. Guarantor arising
out of or based on any Security may also be instituted by the Holder of such
Security in any court in the jurisdiction of organization of such Non-U.S.
Guarantor, and such Non-U.S. Guarantor expressly accepts the jurisdiction of any
such court in any such action. The Operating Partnership shall require the
Authorized Agent to agree in writing to accept the foregoing appointment as
agent for service of process.

Section 1406. Waiver of Immunity.

     To the extent that any Non-U.S. Guarantor or any of its properties, assets
or revenues may have or may hereafter become entitled to, or have attributed to
it, any right of immunity, on the grounds of sovereignty or otherwise, from any
legal action, suit or proceeding, from the giving of any relief in any thereof,
from set-off or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment,
in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out
of or in connection with this Indenture or this

                                       72

<PAGE>

Guaranty or the Securities, such Non-U.S. Guarantor, to the maximum extent
permitted by law, hereby irrevocably and unconditionally waives, and agrees not
to plead or claim, any such immunity and consents to such relief and
enforcement.

Section 1407. Judgment Currency.

     Each Non-U.S. Guarantor agrees to indemnify the Trustee and each Holder
against any loss incurred by it as a result of any judgment or order being given
or made and expressed and paid in a currency (the "Judgment Currency") other
than Dollars and as a result of any variation as between (A) the rate of
exchange at which the Dollar amount is converted into the Judgment Currency for
the purpose of such judgment or order and (B) the spot rate of exchange in The
City of New York at which the Trustee or such Holder on the date of payment of
such judgment or order is able to purchase Dollars with the amount of the
Judgment Currency actually received by the Trustee or such Holder. The foregoing
indemnity shall constitute a separate and independent obligation of each
Non-U.S. Guarantor and shall continue in full force and effect notwithstanding
any such judgment or order as aforesaid. The term "spot rate of exchange" shall
include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, Dollars.

Section 1408. Execution of Supplemental Indenture for Future Subsidiary
              Guarantors.

     Each Subsidiary which is required to become a Subsidiary Guarantor pursuant
to Section 1008 shall promptly execute and deliver to the Trustee a supplemental
indenture in the form attached as Annex A hereto pursuant to which such
Subsidiary shall become a Subsidiary Guarantor under this Article XIV and shall
guarantee the Securities. Concurrently with the execution and delivery of such
supplemental indenture, the Operating Partnership shall deliver to the Trustee
an Opinion of Counsel and an Officers' Certificate to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and that the Guarantee of such Subsidiary Guarantor is a legal, valid
and binding obligation of such Subsidiary Guarantor, enforceable against such
Subsidiary Guarantor in accordance with its terms (subject to such customary
exceptions concerning creditors' rights and equitable principles as may be
acceptable to the Trustee in its discretion).

Section 1409. Release of Guaranty.

     Notwithstanding anything to the contrary in this Article XIV, in the event
that any Guarantor shall no longer be a guarantor of any Funded Debt of the
Operating Partnership other than the Securities, and so long as no Default or
Event of Default shall have occurred or be continuing, such Guarantor, upon
giving written notice to the Trustee to the foregoing effect, shall be deemed to
be released from all of its obligations in respect of the Securities and this
Indenture without further act or deed and the Guaranty of such Guarantor shall
be of no further force or effect. Following the receipt by the Trustee of any
such notice, the Operating Partnership shall cause this Indenture to be amended
as provided in Section 901; provided, however, that the failure to so amend this
Indenture shall not affect the validity of the termination of the Guaranty of
such Guarantor.

                                      * * *

                                       73

<PAGE>

     This instrument may be executed with counterpart signature pages or in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

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

                                        SUNOCO LOGISTICS PARTNERS
                                          OPERATIONS L. P.

                                        By: Sunoco Logistics Partners GP LLC,
                                            Its General Partner

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        SUNOCO LOGISTICS PARTNERS L. P.

                                        By: Sunoco Partners LLC, Its General
                                            Partner

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        SUNOCO PIPELINES L. P.

                                        By: Sunoco Logistics Partners Operations
                                            GP LLC, Its General Partner

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        SUNOCO PARTNERS MARKETING &
                                          TERMINALS L. P.

                                        By: Sunoco Logistics Partners Operations
                                            GP LLC, Its General Partner

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       74

<PAGE>

                                        [NAME OF TRUSTEE]

                                        By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       75

<PAGE>

                                     ANNEX A

                         FORM OF SUPPLEMENTAL INDENTURE

         This Supplemental Indenture, dated as of _______________ (this
"Supplemental Indenture" or "Guarantee"), among [name of future Subsidiary
Guarantor] (the "Additional Guarantor"), Sunoco Logistics Partners Operations
L.P., a Delaware limited partnership (together with its successors and assigns,
the "Operating Partnership"), each other then existing Guarantor under the
Indenture referred to below, and [Name of Trustee], as Trustee under the
Indenture referred to below.

                              W I T N E S S E T H:

         WHEREAS, the Operating Partnership, the Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of [Closing Date], 2002
(as amended, supplemented, waived or otherwise modified, the "Indenture"),
providing for the issuance of an aggregate principal amount of $250,000,000 of
____% Senior Notes due 2012 of the Operating Partnership (the "Securities");

         WHEREAS, Section 1008 of the Indenture provides that under certain
circumstances the Operating Partnership is required to cause the Additional
Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Additional Guarantor shall unconditionally guarantee the
Securities pursuant to the Guarantee on the terms and conditions set forth
herein; and

         WHEREAS, pursuant to Section 901 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any securityholder;

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Additional Guarantor, the Operating Partnership, the other Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Securities as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 101. Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Guarantee
shall refer to the term "Holders" as defined in the Indenture and the Trustee
acting on behalf or for the benefit of such holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

                                      A-1

<PAGE>

                                   ARTICLE II

                        AGREEMENT TO BE BOUND; GUARANTEE

         Section 201. Agreement to be Bound. The Additional Guarantor hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The Additional Guarantor agrees to be
bound by all of the provisions of the Indenture applicable to a Subsidiary
Guarantor and to perform all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture.

         Section 202. Guarantee. The Additional Guarantor hereby fully,
unconditionally and absolutely guarantees, jointly and severally with each other
Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the due
and punctual payment of the principal of, and premium, if any, and interest on
the Securities and all other amounts due and payable under this Indenture and
the Securities by the Operating Partnership, when and as such principal,
premium, if any, and interest shall become due and payable, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and the Indenture.

                                   ARTICLE III

                                  MISCELLANEOUS

         Section 301. Notices. All notices and other communications to the
Additional Guarantor shall be given as provided in the Indenture to the
Additional Guarantor, at its address set forth below, with a copy to the Company
as provided in the Indenture for notices to the Company.

         Section 302. Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.

Section 303. Governing Law. This Supplemental Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York.

         Section 304. Severability Clause. In case any provision in this
Supplemental Indenture 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 and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

         Section 305. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.

                                      A-2

<PAGE>

Section 306. Counterparts. The parties hereto may sign one or more copies of
this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.

Section 307. Headings. The headings of the Articles and the sections in this
Guarantee are for convenience of reference only and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.

                                       [ADDITIONAL GUARANTOR]

                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                       SUNOCO LOGISTICS PARTNERS
                                       OPERATIONS L. P.

                                       By:    Sunoco Logistics Partners GP LLC,
                                              Its General Partner

                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                       SUNOCO LOGISTICS PARTNERS L. P.

                                       By:    Sunoco Partners LLC,
                                              Its General Partner

                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                       SUNOCO PIPELINES L.P.

                                       By:    Sunoco Logistics Partners
                                              Operations GP LLC, Its General
                                              Partner


                                       By:
                                              ----------------------------------
                                              Name:
                                              Title:


                                      A-3

<PAGE>

            SUNOCO PARTNERS MARKETING &
                 TERMINALS L. P.

            By:    Sunoco Logistics Partners Operations GP LLC, Its General
                   Partner


            By:
                   ----------------------------------------------
                   Name:
                   Title:

            [NAME OF TRUSTEE]

            By:
                   ----------------------------------------------
                   Name:
                   Title:



                                      A-4

<PAGE>

                                     ANNEX B

                        Form of Regulation S Certificate

                            REGULATION S CERTIFICATE

 (For transfers pursuant to Sections 305(b)(i) and (v) of the below-referenced
Indenture)

[Name of Trustee],
  as Trustee

-----------------------

-----------------------
Attention:  Corporate Trust Administration

         Re:      [Rate]% Senior Notes due 2012 of Sunoco Logistics Partners
Operations L.P. (the "Securities")

         Reference is made to the Indenture, dated as of [Closing Date], 2002
(the "Indenture"), between Sunoco Logistics Partners Operations L.P. (the
"Operating Partnership"), and [Name of Trustee], as Trustee. Terms used herein
and defined in the Indenture or in Regulation S or Rule 144 under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), are used herein as
therein so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s).
                           -----------------------------------

         CERTIFICATE No(s).
                            ----------------------------------

         The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a Person (the "Transferee") who will take delivery in the form of a Regulation S
Security.

         In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
904 or Rule 144 under the Securities Act and with all applicable securities laws
of the states of the United States and other jurisdictions. Accordingly, the
Owner hereby further certifies as follows:

                                      B-1

<PAGE>

(1) Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904:

     (A) the Owner is not a distributor of the Securities, an Affiliate of the
Operating Partnership or any such distributor or a Person acting on behalf of
any of the foregoing;

     (B) the offer of the Specified Securities was not made to a Person in the
United States;

     (C) either:

         (i) at the time the buy order was originated, the Transferee was
     outside the United States or the Owner and any Person acting on its behalf
     reasonably believed that the Transferee was outside the United States, or

         (ii) the transaction is being executed in, on or through the facilities
     of the Eurobond market, as regulated by the Association of International
     Bond Dealers, or another designated offshore securities market and neither
     the Owner nor any Person acting on its behalf knows that the transaction
     has been prearranged with a buyer in the United States;

     (D) no directed selling efforts have been made in the United States by or
on behalf of the Owner or any Affiliate thereof;

     (E) if the Owner is a dealer in securities or has received a selling
concession, fee or other remuneration in respect of the Specified Securities,
and the transfer is to occur during the Restricted Period, then the requirements
of Rule 904(c)(1) have been satisfied; and

     (F) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

(2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:

     (A) the transfer is occurring after a holding period of at least one year
(computed in accordance with paragraph (d) of Rule 144) has elapsed since the
Specified Securities were last acquired from the Operating Partnership or from
an Affiliate of the Operating Partnership, whichever is later, and is being
effected in accordance with the applicable volume, manner of sale and notice
requirements of Rule 144; or

     (B) the transfer is occurring after a holding period of at least two years
(computed in accordance with paragraph (d) of Rule 144) has elapsed since the
Specified Securities were last acquired from the Operating Partnership or from
an Affiliate of the Operating Partnership, whichever is later, and the Owner is
not, and during the preceding three months has not been, an Affiliate of the
Operating Partnership.

                                      B-2

<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Operating Partnership, the Guarantors (if any)
and the Purchaser.

Dated:

                                     -------------------------------------------
                                     (Print the name of the Undersigned, as such
                                     term is defined in the second paragraph of
                                     this certificate.)

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                     (If the Undersigned is a corporation,
                                     partnership, limited liability company or
                                     fiduciary, the title of the Person signing
                                     on behalf of the Undersigned must be
                                     stated.)

                                      B-3

<PAGE>

                                     ANNEX C

                    Form of Restricted Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

(For transfers pursuant to Sections 305(b)(ii), (iii) and (v) of the
below-referenced Indenture)

[Name of Trustee],
 as Trustee

-------------------

-------------------
Attention:  Corporate Trust Administration

     Re: [Rate]% Senior Notes due 2012 of Sunoco Logistics Partners Operations
L.P. (the "Securities")

     Reference is made to the Indenture, dated as of [Closing Date], 2002 (the
"Indenture"), between Sunoco Logistics Partners Operations L.P. (the "Operating
Partnership"), and [Name of Trustee], as Trustee. Terms used herein and defined
in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933, as amended (the "Securities Act"), are used herein as therein so defined.

     This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

     CUSIP No(s).
                  ----------------------------------------

     CERTIFICATE No(s).
                        ----------------------------------

     The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
Person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

                                      C-1

<PAGE>

          (1)  Rule 144A Transfers. If the transfer is being effected in
     accordance with Rule 144A:

               (A)  the Specified Securities are being transferred to a Person
          that the Owner and any Person acting on its behalf reasonably believe
          is a "qualified institutional buyer" within the meaning of Rule 144A,
          acquiring for its own account or for the account of a qualified
          institutional buyer; and

               (B)  the Owner and any Person acting on its behalf have taken
          reasonable steps to ensure that the Transferee is aware that the Owner
          may be relying on Rule 144A in connection with the transfer; and

          (2)  Rule 144 Transfers. If the transfer is being effected pursuant to
          Rule 144:

               (A)  the transfer is occurring after a holding period of at least
          one year (computed in accordance with paragraph (d) of Rule 144) has
          elapsed since the Specified Securities were last acquired from the
          Operating Partnership or from an Affiliate of the Operating
          Partnership, whichever is later, and is being effected in accordance
          with the applicable volume, manner of sale and notice requirements of
          Rule 144; or

               (B)  the transfer is occurring after a holding period of at least
          two years (computed in accordance with paragraph (d) of Rule 144) has
          elapsed since the Specified Securities were last acquired from the
          Operating Partnership or from an Affiliate of the Operating
          Partnership, whichever is later, and the Owner is not, and during the
          preceding three months has not been, an Affiliate of the Operating
          Partnership.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Operating Partnership, the Guarantors (if any)
and the Purchaser.

Dated:
      --------------------


                                        ----------------------------------------
                                        (Print the name of the Undersigned, as
                                        such term is defined in the second
                                        paragraph of this certificate.)

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        (If the Undersigned is a corporation,
                                        partnership, limited liability company
                                        or fiduciary, the title of the Person
                                        signing on behalf of the Undersigned
                                        must be stated.)

                                      C-2

<PAGE>

                                     ANNEX D

                   Form of Unrestricted Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

(For removal of Securities Act Legends pursuant to Sections 305(c) of the
below-referenced Indenture)

[Name of Trustee],
 as Trustee

----------------------

----------------------
Attention:  Corporate Trust Administration

     Re: [Rate]% Senior Notes due 2012 of Sunoco Logistics Partners Operations
     L.P. (the "Securities")

     Reference is made to the Indenture, dated as of [Closing Date], 2002 (the
"Indenture"), between Sunoco Logistics Partners Operations L.P. (the "Operating
Partnership"), and [Name of Trustee], as Trustee. Terms used herein and defined
in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933, as amended (the "Securities Act"), are used herein as therein so defined.

     This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

     CUSIP No(s).
                  ----------------------------------------

     CERTIFICATE No(s).
                        ----------------------------------

     The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

     The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 305(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Operating Partnership or from an
Affiliate of the Operating Partnership, whichever is later, and the Owner is
not, and during the preceding three months has not been, an Affiliate of the
Operating Partnership.

                                      D-1

<PAGE>

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Operating Partnership, the Guarantors (if any)
and the Purchaser.

Dated:
      -----------------


                                        ----------------------------------------
                                        (Print the name of the Undersigned, as
                                        such term is defined in the second
                                        paragraph of this certificate.)

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        (If the Undersigned is a corporation,
                                        partnership, limited liability company
                                        or fiduciary, the title of the Person
                                        signing on behalf of the Undersigned
                                        must be stated.)

                                      D-2