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                                                                     Exhibit 4.8
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                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                   as Issuer,

                         SUNOCO LOGISTICS PARTNERS L.P.

                                  as Guarantor,

                   SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                       and

                              Sunoco Pipeline L.P.

                            as Subsidiary Guarantors,

                                       and

                           [_______________________],


                                   as Trustee

                                    INDENTURE

                            Dated as of ____________

                                 Debt Securities

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                              CROSS-REFERENCE TABLE

TIA Section                                           Indenture Section
310 (a) ...........................................   7.10
    (b) ...........................................   7.10
    (c) ...........................................   N.A.
311 (a) ...........................................   7.11
    (b) ...........................................   7.11
    (c) ...........................................   N.A.
312 (a) ...........................................   5.01
    (b) ...........................................   5.02
    (c) ...........................................   5.02
313 (a) ...........................................   5.03
    (b) ...........................................   5.03
    (c) ...........................................   13.03
    (d) ...........................................   5.03
314 (a) ...........................................   4.05
    (b) ...........................................   N.A.
    (c)(1) ........................................   13.05
    (c)(2) ........................................   13.05
    (c)(3) ........................................   N.A.
    (d) ...........................................   N.A.
    (e) ...........................................   13.05
    (f) ...........................................   N.A.
315 (a) ...........................................   7.01
    (b) ...........................................   6.07 & 13.03
    (c) ...........................................   7.01
    (d) ...........................................   7.01
    (e) ...........................................   6.08
316 (a) (last sentence) ...........................   1.01
    (a)(1)(A) .....................................   6.06
    (a)(1)(B) .....................................   6.06
    (a)(2) ........................................   9.01(d)
    (b) ...........................................   6.04
    (c) ...........................................   5.04
317 (a)(1) ........................................   6.02
    (a)(2) ........................................   6.02
    (b) ...........................................   4.04
318 (a) ...........................................   13.07

N.A. means Not Applicable

NOTE:  This Cross-Reference table shall not, for any purpose, be deemed part
of this Indenture.

                                       i

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                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions ...............................................  1

Section 1.02.     Other Definitions .........................................  7

Section 1.03.     Incorporation by Reference of Trust Indenture Act .........  7

Section 1.04.     Rules of Construction .....................................  7

                                   ARTICLE II
                                 DEBT SECURITIES

Section 2.01.     Forms Generally ...........................................  8

Section 2.02.     Form of Trustee's Certificate of Authentication ...........  8

Section 2.03.     Principal Amount; Issuable in Series ......................  9

Section 2.04.     Execution of Debt Securities .............................. 11

Section 2.05.     Authentication and Delivery of Debt Securities ............ 12

Section 2.06.     Denomination of Debt Securities ........................... 13

Section 2.07.     Registration of Transfer and Exchange. .................... 13

Section 2.08.     Temporary Debt Securities ................................. 15

Section 2.09.     Mutilated, Destroyed, Lost or Stolen Debt Securities ...... 15

Section 2.10.     Cancellation of Surrendered Debt Securities ............... 16

Section 2.11.     Provisions of the Indenture and Debt Securities
                  for the Sole Benefit of the Parties and the Holders ....... 16

Section 2.12.     Payment of Interest; Interest Rights Preserved ............ 17

Section 2.13.     Securities Denominated in Dollars ......................... 17

Section 2.14.     Wire Transfers ............................................ 17

Section 2.15.     Securities Issuable in the Form of a Global Security ...... 17

Section 2.16.     Medium Term Securities .................................... 20

Section 2.17.     Defaulted Interest ........................................ 21

Section 2.18.     CUSIP Numbers ............................................. 21

                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

Section 3.01.     Applicability of Article .................................. 22

Section 3.02.     Notice of Redemption; Selection of Debt Securities ........ 22

Section 3.03.     Payment of Debt Securities Called for Redemption .......... 23

Section 3.04.     Mandatory and Optional Sinking Funds ...................... 24

Section 3.05.     Redemption of Debt Securities for Sinking Fund ............ 24

                                   ARTICLE IV
                    PARTICULAR COVENANTS OF THE PARTNERSHIP

Section 4.01.     Payment of Principal of, and Premium, If Any,
                  and Interest on, Debt Securities .......................... 26

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Section 4.02.     Maintenance of Offices or Agencies for Registration of
                  Transfer, Exchange and Payment of Debt Securities ......... 26

Section 4.03.     Appointment to Fill a Vacancy in the Office of Trustee .... 27

Section 4.04.     Duties of Paying Agents, etc. ............................. 27

Section 4.05.     SEC Reports; Financial Statements ......................... 28

Section 4.06.     Compliance Certificate .................................... 29

Section 4.07.     Further Instruments and Acts .............................. 29

Section 4.08.     Existence ................................................. 29

Section 4.09.     Maintenance of Properties ................................. 30

Section 4.10.     Payment of Taxes and Other Claims ......................... 30

Section 4.11.     Waiver of Certain Covenants ............................... 30

                                   ARTICLE V
                   HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

Section 5.01.     Partnership to Furnish Trustee Information as to Names
                  and Addresses of Holders; Preservation of Information ..... 30

Section 5.02.     Communications to Holders ................................. 31

Section 5.03.     Reports by Trustee ........................................ 31

Section 5.04.     Record Dates for Action by Holders ........................ 32

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

Section 6.01.     Events of Default ......................................... 32

Section 6.02.     Collection of Debt by Trustee, etc. ....................... 34

Section 6.03.     Application of Moneys Collected by Trustee ................ 35

Section 6.04.     Limitation on Suits by Holders ............................ 36

Section 6.05.     Remedies Cumulative; Delay or Omission in Exercise
                  of Rights Not a Waiver of Default ......................... 37

Section 6.06.     Rights of Holders of Majority in Principal Amount of
                  Debt Securities to Direct Trustee and to Waive Default .... 37

Section 6.07.     Trustee to Give Notice of Defaults Known to It, but
                  May Withhold Such Notice in Certain Circumstances ......... 38

Section 6.08.     Requirement of an Undertaking to Pay Costs in Certain
                  Suits under the Indenture or Against the Trustee .......... 38

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

Section 7.01.     Certain Duties and Responsibilities ....................... 39

Section 7.02.     Certain Rights of Trustee ................................. 40

Section 7.03.     Trustee Not Liable for Recitals in Indenture or in
                  Debt Securities ........................................... 41

Section 7.04.     Trustee, Paying Agent or Registrar May Own
                  Debt Securities ........................................... 41

Section 7.05.     Moneys Received by Trustee to Be Held in Trust ............ 41

Section 7.06.     Compensation and Reimbursement ............................ 42

Section 7.07.     Right of Trustee to Rely on an Officers' Certificate
                  Where No Other Evidence Specifically Prescribed ........... 42

Section 7.08.     Separate Trustee; Replacement of Trustee .................. 42

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Section 7.09.     Successor Trustee by Merger ............................... 44

Section 7.10.     Eligibility; Disqualification ............................. 44

Section 7.11.     Preferential Collection of Claims Against Partnership ..... 44

Section 7.12.     Compliance with Tax Laws .................................. 44

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

Section 8.01.     Evidence of Action by Holders ............................. 45

Section 8.02.     Proof of Execution of Instruments and of Holding
                  of Debt Securities ........................................ 45

Section 8.03.     Who May Be Deemed Owner of Debt Securities ................ 45

Section 8.04.     Instruments Executed by Holders Bind Future Holders ....... 46

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

Section 9.01.     Purposes for Which Supplemental Indenture May Be
                  Entered into Without Consent of Holders ................... 46

Section 9.02.     Modification of Indenture with Consent of Holders
                  of Debt Securities ........................................ 48

Section 9.03.     Effect of Supplemental Indentures ......................... 49

Section 9.04.     Debt Securities May Bear Notation of Changes
                  by Supplemental Indentures ................................ 50

                                   ARTICLE X
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.    Consolidations and Mergers of the Partnership ............. 50

Section 10.02.    Rights and Duties of Successor Partnership ................ 51

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

Section 11.01.    Applicability of Article .................................. 51

Section 11.02.    Satisfaction and Discharge of Indenture; Defeasance ....... 51

Section 11.03.    Conditions of Defeasance .................................. 52

Section 11.04.    Application of Trust Money ................................ 54

Section 11.05.    Repayment to Partnership .................................. 54

Section 11.06.    Indemnity for U.S. Government Obligations ................. 54

Section 11.07.    Reinstatement ............................................. 54

                                  ARTICLE XII
                 SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

Section 12.01.    Applicability of Article; Agreement To Subordinate ........ 54

Section 12.02.    Liquidation, Dissolution, Bankruptcy ...................... 55

Section 12.03.    Default on Senior Indebtedness ............................ 55

Section 12.04.    Acceleration of Payment of Debt Securities ................ 56

Section 12.05.    When Distribution Must Be Paid Over ....................... 56

Section 12.06.    Subrogation ............................................... 57

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Section 12.07.    Relative Rights ........................................... 57

Section 12.08.    Subordination May Not Be Impaired by Partnership .......... 57

Section 12.09.    Rights of Trustee and Paying Agent ........................ 57

Section 12.10.    Distribution or Notice to Representative .................. 58

Section 12.11.    Article XII Not to Prevent Defaults or Limit Right
                  to Accelerate ............................................. 58

Section 12.12.    Trust Moneys Not Subordinated ............................. 58

Section 12.13.    Trustee Entitled to Rely .................................. 58

Section 12.14.    Trustee to Effectuate Subordination ....................... 59

Section 12.15.    Trustee Not Fiduciary for Holders of Senior Indebtedness .. 59

Section 12.16.    Reliance by Holders of Senior Indebtedness on
                  Subordination Provisions .................................. 59

                                  ARTICLE XIII
                             MISCELLANEOUS PROVISIONS

Section 13.01.    Successors and Assigns of Partnership Bound by Indenture .. 59

Section 13.02.    Acts of Board, Committee or Officer of Successor
                  Partnership Valid ......................................... 59

Section 13.03.    Required Notices or Demands ............................... 60

Section 13.04.    Indenture and Debt Securities to Be Construed in
                  Accordance with the Laws of the State of New York ......... 61

Section 13.05.    Officers' Certificate and Opinion of Counsel to Be
                  Furnished upon Application or Demand by the Partnership ... 61

Section 13.06.    Payments Due on Legal Holidays                              61

Section 13.07.    Provisions Required by TIA to Control ..................... 62

Section 13.08.    Computation of Interest on Debt Securities ................ 62

Section 13.09.    Rules by Trustee, Paying Agent and Registrar .............. 62

Section 13.10.    No Recourse Against Others ................................ 62

Section 13.11.    Severability .............................................. 62

Section 13.12.    Effect of Headings ........................................ 62

Section 13.13.    Indenture May Be Executed in Counterparts.................. 62

                                  ARTICLE XIV
                                   GUARANTEE

Section 14.01.    Unconditional Guarantee. .................................. 63

Section 14.02.    Execution and Delivery of Guarantee ....................... 65

Section 14.03.    Limitation on Liability of the Guarantor and the
                  Subsidiary Guarantors ..................................... 65

Section 14.04.    Release of Guarantor or Subsidiary Guarantors from
                  Guarantee ................................................. 66

Section 14.05.    Contribution .............................................. 66



Notation of Guarantee     Annex A


                                       v

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     THIS INDENTURE dated as of ___________ is among Sunoco Logistics Partners
Operations L.P., a Delaware limited partnership (the "Partnership"), Sunoco
Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"),
Sunoco Partners Marketing & Terminals L.P., a Delaware limited partnership
("Marketing L.P."), Sunoco Pipeline L.P., a Delaware limited partnership
("Pipeline L.P.", together with Marketing L.P., the "Subsidiary Guarantors"),
and [__________________], a __________________, as trustee (the "Trustee").

    RECITALS OF THE PARTNERSHIP, THE GUARANTOR AND THE SUBSIDIARY GUARANTORS

     The Partnership, the Guarantor and the Subsidiary Guarantors have duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Partnership's debentures, notes, bonds or
other evidences of indebtedness to be issued in one or more series unlimited as
to principal amount (herein called the "Debt Securities"), and the Guarantee by
the Guarantor and each of the Subsidiary Guarantors of the Debt Securities, as
in this Indenture provided.

     The Partnership, the Guarantor and the Subsidiary Guarantors are members of
the same consolidated group of companies. The Guarantor and the Subsidiary
Guarantors will derive direct and indirect economic benefit from the issuance of
the Debt Securities. Accordingly, the Guarantor and each Subsidiary Guarantor
has duly authorized the execution and delivery of this Indenture to provide for
its full, unconditional and joint and several guarantee of the Debt Securities
to the extent provided in or pursuant to this Indenture.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.

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

<PAGE>

     "Agent" means any Registrar or paying agent.

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

     "Board of Directors" means the Board of Directors of the General Partner or
any authorized committee of the Board of Directors of the General Partner or any
directors and/or officers of the General Partner to whom such Board of Directors
or such committee shall have duly delegated its authority to act hereunder.

     "Business Day" means any day other than a Legal Holiday.

     "capital stock" of any Person means and includes any and all shares, rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership and joint venture interests) of such Person (excluding any debt
securities that are convertible into, or exchangeable for, such equity).

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

     "Debt" of any Person at any date means any obligation created or assumed by
such Person for the repayment of borrowed money and any guarantee thereof.

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

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

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

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

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

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

                                       2

<PAGE>

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

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

     "General Partner" means Sunoco Logistics Partners GP LLC, a Delaware
limited liability company, and its successors as general partner of the
Partnership.

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

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

     "Guarantor" means the Person named as the "Guarantor" 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
"Guarantor" shall mean such successor Person.

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

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

                                       3

<PAGE>

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

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

     "Officer" means, with respect to a Person, the Chief Executive Officer, the
President, any Vice President, the Treasurer, any Assistant Treasurer,
Controller, Secretary, Assistant Secretary or any Assistant Vice President of
such Person.

     "Officers' Certificate" means a certificate signed by two Officers of the
General Partner, one of whom must be the chief executive officer, chief
financial officer or chief accounting officer.

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

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

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

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

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

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

                                       4

<PAGE>

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

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

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

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

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

     "Representative" means the trustee, agent or representative (if any) for an
issue of Senior Debt.

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Indebtedness," unless otherwise provided with respect to the Debt
Securities of a series as contemplated by Section 2.03, means (1) all Debt of
the Subsidiary Guarantors or the

                                       5

<PAGE>

Partnership, whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Debt, it is provided that
such Debt is not superior in right of payment to the Debt Securities, in the
case of the Partnership, or the Guarantee, in the case of the Subsidiary
Guarantors, or to other Debt which is pari passu with or subordinated to the
Debt Securities, in the case of the Partnership, or the Guarantee, in the case
of the Subsidiary Guarantors, and (2) any modifications, refunding, deferrals,
renewals, or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no event shall
"Senior Indebtedness" include (a) Debt evidenced by the Debt Securities or any
Guarantee, (b) Debt of any of the Subsidiary Guarantors or the Partnership owed
or owing to any Subsidiary of the Partnership, (c) Debt of any of the Subsidiary
Guarantors owed or owing to the Partnership, (d) Debt to trade creditors, (e)
any liability for taxes owed or owing by the Subsidiary Guarantors or the
Partnership or (f) Debt of any Subsidiary Guarantor in the event there is no
series of Debt Securities Outstanding that is entitled to the benefits of a
Guarantee.

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

     "Subsidiary" of any Person means:

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

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

     "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this instrument until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Subsidiary Guarantors" shall mean
such successor Person or Persons, and any other Subsidiary of the Partnership
who may execute this Indenture, or a supplement thereto, for the purpose of
providing a Guarantee of Debt Securities pursuant to this Indenture.

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
(S)77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

                                       6

<PAGE>

     "Trustee" initially means [____________________] and any other Person or
Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

     "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

     "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     "U.S. Government Obligations" means direct obligations of the United States
of America, obligations on which the payment of principal and interest is fully
guaranteed by the United States of America or obligations or guarantees for the
payment of which the full faith and credit of the United States of America is
pledged.

     "Yield to Maturity" means the yield to maturity, calculated at the time of
issuance of a series of Debt Securities, or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

     Section 1.02. Other Definitions.

Term                                                   Defined in Section
----------------------------------------------------   ---------------------
"Debt Security Register" ..........................     2.07
"Defaulted Interest" ..............................     2.17
"Event of Default" ................................     6.01
"Funding Guarantor" ...............................    14.05
"Guarantee" .......................................    14.01
"Place of Payment" ................................     2.03
"Registrar" .......................................     2.07
"Subordinated Debt Securities" .....................    12.01
"Successor Partnership" ...........................    10.01


     Section 1.03. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

     Section 1.04. Rules of Construction.

     Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

                                       7

<PAGE>

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

     (c) "or" is not exclusive;

     (d) words in the singular include the plural, and in the plural include the
singular;

     (e) provisions apply to successive events and transactions; and

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

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

                                   ARTICLE II
                                 DEBT SECURITIES

     Section 2.01. Forms Generally.

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

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

     Section 2.02. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication on all Debt Securities
authenticated by the Trustee shall be in substantially the following form:

                                       8

<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                                    [_________________________],
                                                    As Trustee


                                                    By:_________________________
                                                            Authorized Signatory


     Section 2.03. Principal Amount; Issuable in Series.

     The aggregate principal amount of Debt Securities which may be issued,
executed, authenticated, delivered and outstanding under this Indenture is
unlimited.

     The Debt Securities may be issued in one or more series in fully registered
form. There shall be established, without the approval of any Holders, in or
pursuant to a resolution of the Board of Directors and set forth in an Officers'
Certificate, or established in one or more Indentures supplemental hereto, prior
to the issuance of Debt Securities of any series any or all of the following:

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

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

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

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

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

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

                                       9

<PAGE>

     (g) whether Debt Securities of the series are entitled to the benefits of
any Guarantee of any Subsidiary Guarantors pursuant to this Indenture;

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

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

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

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

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

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

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

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

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

     (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global

                                       10

<PAGE>

Security or Securities may be exchanged in whole or in part for other individual
Debt Securities in definitive registered form; and the Depositary for such
Global Security or Securities and the form of any legend or legends to be borne
by any such Global Security or Securities in addition to or in lieu of the
legend referred to in Section 2.15(a);

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

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

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

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

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

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

     Section 2.04. Execution of Debt Securities.

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

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

     In case any officer of the Partnership who shall have signed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Partnership, such Debt Securities nevertheless

                                       11

<PAGE>

may be authenticated and delivered or disposed of as though the Person who
signed such Debt Securities had not ceased to be such officer of the
Partnership; and any Debt Security may be signed on behalf of the Partnership by
such Persons as, at the actual date of the execution of such Debt Security,
shall be the proper officers of the Partnership, although at the date of such
Debt Security or of the execution of this Indenture any such Person was not such
officer.

     Section 2.05. Authentication and Delivery of Debt Securities.

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

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

     (b) an executed supplemental Indenture, if any;

     (c) an Officers' Certificate; and

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

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

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

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

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

                                       12

<PAGE>


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

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

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

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

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

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

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

     Section 2.06. Denomination of Debt Securities.

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

     Section 2.07. Registration of Transfer and Exchange.

     (a) The Partnership shall keep or cause to be kept a register for each
series of Debt Securities issued hereunder (hereinafter collectively referred to
as the "Debt Security Register"), in which, subject to such reasonable
regulations as it may prescribe, the Partnership shall provide for the
registration of all Debt Securities and the transfer of Debt Securities as in
this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Partnership in accordance with the

                                       13

<PAGE>

provisions of Section 4.02, the Partnership shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new Debt
Security or Debt Securities of authorized denominations for a like aggregate
principal amount. In no event may Debt Securities be issued as, or exchanged
for, bearer securities.

     Unless and until otherwise determined by the Partnership by resolution of
the Board of Directors, the register of the Partnership for the purpose of
registration, exchange or registration of transfer of the Debt Securities shall
be kept at the principal corporate trust office of the Trustee and, for this
purpose, the Trustee shall be designated "Registrar."

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

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

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

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

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

     Prior to the due presentation for registration of transfer of any Debt
Security, the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any paying agent or any Registrar may deem and treat the Person in
whose name a Debt Security is registered as the absolute owner of such Debt
Security for the purpose of receiving payment of or on account of the principal
of, and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security and for all other purposes whatsoever, whether or not such Debt
Security is overdue, and none of the Partnership, the Guarantor, the Subsidiary
Guarantors, the Trustee, any paying agent or any Registrar shall be affected by
notice to the contrary.

                                       14

<PAGE>

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

     Section 2.08. Temporary Debt Securities.

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

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

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

     Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities.

     If (a) any mutilated Debt Security is surrendered to the Trustee at its
corporate trust office or (b) the Partnership and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security,
and there is delivered to the Partnership and the Trustee such security or
indemnity as may be required by them to save each of them and any paying agent
harmless, and neither the Partnership nor the Trustee receives notice that such
Debt Security has been acquired by a bona fide purchaser, then the Partnership
shall execute and, upon a

                                       15

<PAGE>

Partnership Order, the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding. Upon the issuance of
any substituted Debt Security, the Partnership may require the payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debt which has matured or is about to mature or which has been
called for redemption shall become mutilated or be destroyed, lost or stolen,
the Partnership may, instead of issuing a substituted Debt Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Debt Security) if the applicant for such payment shall furnish
the Partnership and the Trustee with such security or indemnity as either may
require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Partnership and
the Trustee of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

     Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Partnership, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     Section 2.10. Cancellation of Surrendered Debt Securities.

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

     Section 2.11. Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders.

                                       16

<PAGE>


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

     Section 2.12. Payment of Interest; Interest Rights Preserved.

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

     (b) Subject to the foregoing provisions of this Section 2.12 and Section
2.17, each Debt Security of a particular series delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Debt
Security of the same series shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Debt Security.

     Section 2.13. Securities Denominated in Dollars.

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

     Section 2.14. Wire Transfers.

     Notwithstanding any other provision to the contrary in this Indenture, the
Partnership may make any payment of moneys required to be deposited with the
Trustee on account of principal of, or premium, if any, or interest on, the Debt
Securities (whether pursuant to optional or mandatory redemption payments,
interest payments or otherwise) by wire transfer in immediately available funds
to an account designated by the Trustee before 11:00 a.m., New York City time,
on the date such moneys are to be paid to the Holders of the Debt Securities in
accordance with the terms hereof.

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

     (a) If the Partnership shall establish pursuant to Sections 2.01 and 2.03
that the Debt Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Partnership shall
execute and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount

                                       17

<PAGE>

of, the Outstanding Debt Securities of such series to be represented by such
Global Security or Securities, or such portion thereof as the Partnership shall
specify in an Officers' Certificate, shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, shall be
delivered by the Trustee or its agent to the Depositary or pursuant to the
Depositary's instruction and shall bear a legend substantially to the following
effect:

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

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

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

     (b) Notwithstanding any other provision of this Section 2.15 or of Section
2.07 to the contrary, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for definitive Debt Securities in registered
form, a Global Security may be transferred, in whole but not in part and in the
manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security
selected or approved by the Partnership, or to a nominee of such successor
Depositary.

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

                                       18

<PAGE>

     authentication and delivery of such individual Debt Securities of such
     series in exchange for such Global Security, will authenticate and deliver,
     individual Debt Securities of such series of like tenor and terms in
     definitive form in an aggregate principal amount equal to the principal
     amount of the Global Security in exchange for such Global Security or
     Securities.

     (ii) The Partnership may at any time and in its sole discretion determine
     that the Debt Securities of any series or portion thereof issued or
     issuable in the form of one or more Global Securities shall no longer be
     represented by such Global Security or Securities. In such event the
     Partnership will execute, and the Trustee, upon receipt of a Partnership
     Order for the authentication and delivery of individual Debt Securities of
     such series in exchange in whole or in part for such Global Security, will
     authenticate and deliver individual Debt Securities of such series of like
     tenor and terms in definitive form in an aggregate principal amount equal
     to the principal amount of such series or portion thereof in exchange for
     such Global Security or Securities.

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

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

     (v) Payments in respect of the principal of and interest on any Debt
     Securities registered in the name of the Depositary or its nominee will be
     payable to the Depositary or such nominee in its capacity as the registered
     owner of such Global Security. The Partnership and the Trustee may treat
     the Person in whose name the Debt Securities,

                                       19

<PAGE>

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

     Section 2.16. Medium Term Securities.

     Notwithstanding any contrary provision herein, if all Debt Securities of a
series are not to be originally issued at one time, it shall not be necessary
for the Partnership to deliver to the Trustee an Officers' Certificate,
resolutions of the Board of Directors, supplemental Indenture, Opinion of
Counsel or written order or any other document otherwise required pursuant to
Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of
each Debt Security of such series if such documents are delivered to the Trustee
or its agent at or prior to the authentication upon original issuance of the
first such Debt Security of such series to be issued; provided, that any
subsequent request by the Partnership to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute a
representation and warranty by the Partnership that, as of the date of such
request, the statements made in the Officers' Certificate delivered pursuant to
Section 2.05 or 13.05 shall be true and correct as if made on such date and that
the Opinion of Counsel delivered at or prior to such time of authentication of
an original issuance of Debt Securities shall specifically state that it shall
relate to all subsequent issuances of Debt Securities of such series that are
identical to the Debt Securities issued in the first issuance of Debt Securities
of such series.

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

                                       20

<PAGE>


     Section 2.17. Defaulted Interest.

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

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

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

     Section 2.18. CUSIP Numbers.

     The Partnership in issuing the Debt Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the accuracy of such numbers
either as printed on the Debt Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers

                                       21

<PAGE>

printed on the Debt Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Partnership will promptly notify
the Trustee in writing of any change in the "CUSIP" numbers.


                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

     Section 3.01. Applicability of Article.

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

     Section 3.02. Notice of Redemption; Selection of Debt Securities.

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

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which Debt Securities of such series are to be redeemed
(or the method of calculating such redemption price), the Place or Places of
Payment that payment will be made upon presentation and surrender of such Debt
Securities, that any interest accrued to the date fixed for redemption will be
paid as specified in said notice, that the redemption is for a sinking fund
payment (if applicable), that, unless otherwise specified in such notice, that,
if the Partnership defaults in making such redemption payment or if the Debt
Securities of that series are subordinated pursuant to the terms of Article XII,
the paying agent is prohibited from making such payment pursuant to the terms of
this Indenture, that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, that in the case of
Original Issue Discount Securities original issue discount accrued after the
date fixed for redemption will cease to accrue, the terms of the Debt Securities
of that series pursuant to which the Debt Securities of that series are being
redeemed and that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Debt
Securities of that series. If less than all the Debt Securities of a series are
to be redeemed the notice of redemption shall specify the certificate numbers of
the Debt Securities of that series to be redeemed. In case any Debt Security of
a series is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Debt
Security, a new Debt

                                       22

<PAGE>

Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof, will be issued.

     At least 45 days but not more than 60 days before the Redemption Date
unless the Trustee consents to a shorter period, the Partnership shall give
written notice to the Trustee of the Redemption Date, the principal amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Partnership to
the effect that such redemption will comply with the conditions herein. If fewer
than all the Debt Securities of a series are to be redeemed, the record date
relating to such redemption shall be selected by the Partnership and given in
writing to the Trustee, which record date shall be not less than 15 days after
the date of notice to the Trustee.

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

     If less than all the Debt Securities of like tenor and terms of a series
are to be redeemed, (other than pursuant to mandatory sinking fund redemptions)
the Trustee shall select, on a pro rata basis, by lot or by such other method as
in its sole discretion it shall deem appropriate and fair, the Debt Securities
of that series or portions thereof (in multiples of $1,000) to be redeemed. In
any case where more than one Debt Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Debt Security of such
series. The Trustee shall promptly notify the Partnership in writing of the Debt
Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed. If
any Debt Security called for redemption shall not be so paid upon surrender
thereof on such Redemption Date, the principal, premium, if any, and interest
shall bear interest until paid from the Redemption Date at the rate borne by the
Debt Securities of that series. If less than all the Debt Securities of unlike
tenor and terms of a series are to be redeemed, the particular Debt Securities
to be redeemed shall be selected by the Partnership. Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.

     Section 3.03. Payment of Debt Securities Called for Redemption.

     If notice of redemption has been given as provided in Section 3.02, the
Debt Securities or portions of Debt Securities of the series with respect to
which such notice has been given shall become due and payable on the date and at
the Place or Places of Payment stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for
redemption, and on and after said date (unless the Partnership shall default in
the payment of such Debt Securities at the applicable redemption price, together
with any interest accrued to said date) any interest on the Debt Securities or
portions of Debt Securities of any series so called for redemption shall cease
to accrue, any original issue discount in the case of Original

                                       23

<PAGE>

Issue Discount Securities shall cease to accrue. On presentation and surrender
of such Debt Securities at the Place or Places of Payment in said notice
specified, the said Debt Securities or the specified portions thereof shall be
paid and redeemed by the Partnership at the applicable redemption price,
together with any interest accrued thereon to the date fixed for redemption.

     Any Debt Security that is to be redeemed only in part shall be surrendered
at the corporate trust office or such other office or agency of the Partnership
as is specified pursuant to Section 2.03 with, if the Partnership, the Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Partnership, the Registrar and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in writing,
and the Partnership shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Debt Security so surrendered; except that if a Global Security is so
surrendered, the Partnership shall execute, and the Trustee shall authenticate
and deliver to the Depositary for such Global Security, without service charge,
a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.

     Section 3.04. Mandatory and Optional Sinking Funds.

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

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

     Section 3.05. Redemption of Debt Securities for Sinking Fund.

                                       24

<PAGE>

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

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Partnership shall
so request) with respect to the Debt Securities of any particular series shall
be applied by the Trustee on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.

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

     At least one business day before each sinking fund payment date, the
Partnership shall pay to the Trustee (or, if the Partnership is acting as its
own paying agent, the Partnership shall

                                       25

<PAGE>

segregate and hold in trust) in cash a sum equal to any interest accrued to the
date fixed for redemption of Debt Securities or portions thereof to be redeemed
on such sinking fund payment date pursuant to this Section 3.05.

     The Trustee shall not redeem any Debt Securities of a series with sinking
fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Default or Event of Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.05.

                                   ARTICLE IV
                     PARTICULAR COVENANTS OF THE PARTNERSHIP

     Section 4.01. Payment of Principal of, and Premium, If Any, and Interest
on, Debt Securities.

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

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

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

     Section 4.02. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities.

                                       26

<PAGE>

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

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

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

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

     Section 4.04. Duties of Paying Agents, etc.

     The Partnership shall cause each paying agent, if any, other than the
Trustee, to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 4.04,

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

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

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

                                       27

<PAGE>


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

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

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

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

     Section 4.05. SEC Reports; Financial Statements.

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

     (b) If the Partnership is required to furnish annual or quarterly reports
to its capital stockholders pursuant to the Exchange Act, the Partnership shall,
so long as any of the Debt Securities are outstanding, cause any annual report
furnished to its capital stockholders generally and any quarterly or other
financial reports furnished by it to its capital stockholders generally to be
filed with the Trustee and mailed to the Holders in the manner and to the extent
provided in Section 5.03.

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

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

     Section 4.06. Compliance Certificate.

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

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

     Section 4.07. Further Instruments and Acts.

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

     Section 4.08. Existence.

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

                                       29

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     Section 4.09. Maintenance of Properties.

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

     Section 4.10. Payment of Taxes and Other Claims.

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

     Section 4.11. Waiver of Certain Covenants.

     The Partnership, the Guarantor and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this Article IV (except Sections 4.01
through 4.08) or made applicable to such Debt Securities pursuant to Section
2.03, if, before or after the time for such compliance, the Holders of at least
a majority in principal amount of the Outstanding Debt Securities of each series
affected, waive such compliance in such instance with such covenant, but no such
waiver shall extend to or affect such covenant except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Partnership, the Guarantor, and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such covenant shall remain in full force and effect.

                                   ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

     Section 5.01. Partnership to Furnish Trustee Information as to Names and
Addresses of Holders; Preservation of Information.

     The Partnership covenants and agrees that it will furnish or cause to be
furnished to the Trustee with respect to the Debt Securities of each series:

                                       30

<PAGE>

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

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

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

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

     The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

     Section 5.02. Communications to Holders.

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

     Section 5.03. Reports by Trustee.

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

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

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

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

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

<PAGE>

     Section 5.04. Record Dates for Action by Holders.

     If the Partnership shall solicit from the Holders of Debt Securities of any
series any action (including the making of any demand or request, the giving of
any direction, notice, consent or waiver or the taking of any other action), the
Partnership may, at its option, by resolution of the Board of Directors, fix in
advance a record date for the determination of Holders of Debt Securities
entitled to take such action, but the Partnership shall have no obligation to do
so. Any such record date shall be fixed at the Partnership's discretion. If such
a record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debt Securities of record at the close of
business on such record date shall be deemed to be Holders of Debt Securities
for the purpose of determining whether Holders of the requisite proportion of
Debt Securities of such series Outstanding have authorized or agreed or
consented to such action, and for that purpose the Debt Securities of such
series Outstanding shall be computed as of such record date.

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

     Section 6.01. Events of Default.

     If any one or more of the following shall have occurred and be continuing
with respect to Debt Securities of any series (each of the following, an "Event
of Default"):

     (a) default in the payment of any installment of interest upon any Debt
Securities of that series as and when the same shall become due and payable,
whether or not such payment shall be prohibited by Article XII, if applicable,
and continuance of such default for a period of 30 days; or

     (b) default in the payment of the principal of or premium, if any, on any
Debt Securities of that series as and when the same shall become due and
payable, whether at Stated Maturity, upon redemption, by declaration, upon
required repurchase or otherwise, whether or not such payment shall be
prohibited by Article XII, if applicable; or

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

     (d) failure on the part of the Partnership or the Guarantor, or if any
series of Debt Securities Outstanding under this Indenture is entitled to the
benefits of a Guarantee by the Subsidiary Guarantors, any of the Subsidiary
Guarantors, duly to observe or perform any other of the covenants or agreements
on the part of the Partnership, the Guarantor, or if applicable, any of the
Subsidiary Guarantors, in the Debt Securities of that series, in any resolution
of the Board of Directors authorizing the issuance of that series of Debt
Securities, in this Indenture with respect to such series or in any supplemental
Indenture with respect to such series (other than a covenant a default in the
performance of which is elsewhere in this Section specifically dealt with),
continuing for a period of 60 days after the date on which written notice
specifying such failure and requiring the Partnership, the Guarantor, or if
applicable, the Subsidiary Guarantors, to remedy the same shall have been given,
by registered or certified mail, to the Partnership, the Guarantor, or if
applicable, the Subsidiary Guarantors, by the Trustee or to the Partnership, the

<PAGE>

Guarantor, or if applicable, the Subsidiary Guarantors, and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time Outstanding; or

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

          (i) commences a voluntary case,

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

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

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

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

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

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

          (iii) orders the liquidation of the Partnership or the Guarantor, or
     if any series of Debt Securities Outstanding under this Indenture is
     entitled to the benefits of a Guarantee by the Subsidiary Guarantors, any
     of the Subsidiary Guarantors,

and the order or decree remains unstayed and in effect for 60 days;

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

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

<PAGE>

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

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

     Section 6.02. Collection of Debt by Trustee, etc.

     If an Event of Default occurs and is continuing, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid or enforce the performance of any provision of the
Debt Securities of the affected series or this Indenture, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Subsidiary Guarantors, the Guarantor or the
Partnership or any other obligor upon the Debt Securities of such series (and
collect in the manner provided by law out of the property of the Subsidiary
Guarantors, the Guarantor or the Partnership or any other obligor upon the Debt
Securities of such series wherever situated the moneys adjudged or decreed to be
payable).

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Subsidiary Guarantors, the Guarantor or the Partnership or
any other obligor upon the Debt Securities of any series under any Bankruptcy
Law, or in case a Custodian shall have been appointed for its property, or in
case of any other similar judicial proceedings relative to the Subsidiary
Guarantors, the Guarantor or the Partnership or any other obligor upon the Debt
Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the

<PAGE>

principal of Debt Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section
6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest (or, if the Debt Securities of such
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and
unpaid in respect of the Debt Securities of such series, and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the Trustee,
its agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith) and of the Holders thereof allowed in any such
judicial proceedings relative to the Subsidiary Guarantors, the Guarantor or the
Partnership, or any other obligor upon the Debt Securities of such series, its
creditors or its property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of such Holders and of the Trustee
on their behalf, and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of such Holders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.

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

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

     Section 6.03. Application of Moneys Collected by Trustee.

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

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<PAGE>

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

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

     THIRD: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series; and, in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of such series over any Debt Security of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and

     FOURTH: The remainder, if any, shall be paid to the Subsidiary Guarantors,
the Guarantor or the Partnership, as applicable, its successors or assigns, or
to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

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

     Section 6.04. Limitation on Suits by Holders.

     No Holder of any Debt Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise, upon or under or
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of an Event of Default with respect to Debt
Securities of that same series and of the continuance thereof and unless the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made written request upon the Trustee
to institute such action or proceedings in respect of such Event of Default in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity or security as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings

                                       36

<PAGE>

and no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 6.06; it being understood and intended, and
being expressly covenanted by the Holder of every Debt Security with every other
Holder and the Trustee, that no one or more Holders shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any Holders, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all such Holders. For the protection and
enforcement of the provisions of this Section 6.04, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

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

     Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights
Not a Waiver of Default.

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

     Section 6.06. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default.

     The Holders of a majority in aggregate principal amount of the Debt
Securities of any series at the time Outstanding shall have the right to direct
the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any right, trust or power conferred on
the Trustee, with respect to the Debt Securities of such series; provided,
however, that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture, and that subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel shall determine that the
action so directed may not lawfully be taken, or if the Trustee shall by a
responsible officer or officers determine that the action so directed would
involve it in personal liability or would be unduly prejudicial to Holders of
Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of

                                       37

<PAGE>

any series, as provided in Section 6.01, the Holders of a majority in aggregate
principal amount of the Debt Securities of that series at the time Outstanding
may on behalf of the Holders of all the Debt Securities of that series waive any
past Default or Event of Default and its consequences for that series, except a
Default in the payment of the principal of, and premium, if any, or interest on,
any of the Debt Securities and a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, and the Subsidiary Guarantors, the Guarantor, the
Partnership, the Trustee and the Holders of the Debt Securities of that series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

     Section 6.07. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances.

     The Trustee shall, within 90 days after the occurrence of a Default known
to it, or if later, within 30 days after the Trustee obtains actual knowledge of
the Default, with respect to a series of Debt Securities give to the Holders
thereof, in the manner provided in Section 13.03, notice of all Defaults with
respect to such series known to the Trustee, unless such Defaults shall have
been cured or waived before the giving of such notice; provided, that, except in
the case of Default in the payment of the principal of, or premium, if any, or
interest on, any of the Debt Securities of such series or in the making of any
sinking fund payment with respect to the Debt Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a committee of directors or
responsible officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders thereof.

     Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits
under the Indenture or Against the Trustee.

     All parties to this Indenture agree, and each Holder of any Debt Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit in the manner and to the extent
provided in the TIA, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 25 percent in principal amount of the Outstanding Debt Securities of that
series or to any suit instituted by any Holder for the enforcement of the
payment of the principal of, or premium, if any, or interest on, any Debt
Security on or after the due date for such payment expressed in such Debt
Security.

                                       38

<PAGE>

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

     Section 7.01. Certain Duties and Responsibilities.

     The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

     (a) this paragraph shall not be construed to limit the effect of the first
paragraph of this Section 7.01;

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

          (i) the duties and obligations of the Trustee with respect to Debt
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations with respect to such
     series as are specifically set forth in this Indenture, and no implied
     covenants or obligations with respect to such series shall be read into
     this Indenture against the Trustee;

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but in the case of any such certificates or opinions which
     by any provision hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Indenture; but the
     Trustee shall examine the evidence furnished to it pursuant to Sections
     4.05 and 4.06 to determine whether or not such evidence conforms to the
     requirement of this Indenture;

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

          (iv) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it with respect to Debt Securities of any series
     in good faith in accordance with the direction of the Holders of not less
     than a majority in aggregate principal amount of the Outstanding Debt
     Securities of that series relating to the time,

                                       39

<PAGE>

     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee,
     under this Indenture with respect to Debt Securities of such series.

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

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

     Section 7.02. Certain Rights of Trustee.

     Except as otherwise provided in Section 7.01:

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

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

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

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

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

     (f) prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report,

                                       40

<PAGE>

notice, request, direction, consent, order, approval or other paper or document,
unless requested in writing to do so by the Holders of a majority in aggregate
principal amount of the then Outstanding Debt Securities of a series affected by
such matter; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is not, in the opinion of the Trustee,
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding, and the reasonable
expense of every such investigation shall be paid by the Partnership or, if paid
by the Trustee, shall be repaid by the Partnership upon demand;

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

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

     Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities.

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

     Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities.

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

     Section 7.05. Moneys Received by Trustee to Be Held in Trust.

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

                                       41

<PAGE>

     Section 7.06. Compensation and Reimbursement.

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

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

     Section 7.07. Right of Trustee to Rely on an Officers' Certificate Where No
Other Evidence Specifically Prescribed.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

     Section 7.08. Separate Trustee; Replacement of Trustee.

     The Partnership may, but need not, appoint a separate Trustee for any one
or more series of Debt Securities. The Trustee may resign with respect to one or
more or all series of Debt

                                       42

<PAGE>

Securities at any time by giving notice to the Partnership. The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Partnership shall remove the
Trustee if:

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

     (b) the Trustee is adjudged bankrupt or insolvent;

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

     (d) the Trustee otherwise becomes incapable of acting.

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

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Partnership. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of Debt Securities of each applicable series. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.06.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

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

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

     In the case of the appointment hereunder of a separate or successor trustee
with respect to the Debt Securities of one or more series, the Partnership, any
retiring Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (i) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to
which any such retiring Trustee is not retiring shall continue to be vested in
such retiring Trustee and (ii) that shall add to

                                       43

<PAGE>

or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental Indenture shall constitute such Trustees co-trustees of the same
trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.

     Section 7.09. Successor Trustee by Merger.

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

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

     Section 7.10. Eligibility; Disqualification.

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

     Section 7.11. Preferential Collection of Claims Against Partnership.

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

     Section 7.12. Compliance with Tax Laws.

     The Trustee hereby agrees to comply with all U.S. Federal income tax
information reporting and withholding requirements applicable to it with respect
to payments of premium (if any) and

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<PAGE>

interest on the Debt Securities, whether acting as Trustee, Registrar, paying
agent or otherwise with respect to the Debt Securities.

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

     Section 8.01. Evidence of Action by Holders.

     Whenever in this Indenture it is provided that the Holders of a specified
percentage in aggregate principal amount of the Debt Securities of any or all
series may take action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced by any instrument or
any number of instruments of similar tenor executed by Holders in Person or by
agent or proxy appointed in writing, by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with
the provisions of Section 5.02 or by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

     Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities.

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

     Section 8.03. Who May Be Deemed Owner of Debt Securities.

     Prior to due presentment for registration of transfer of any Debt Security,
the Partnership, the Guarantor, the Subsidiary Guarantors, the Trustee, any
paying agent and any Registrar may deem and treat the Person in whose name any
Debt Security shall be registered upon the books of the Partnership as the
absolute owner of such Debt Security (whether or not such Debt Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.12) interest on such Debt Security
and for all other purposes, and none of the Partnership, the Guarantor or the
Subsidiary Guarantors nor the Trustee nor any paying agent nor any Registrar
shall be affected by any notice to the contrary; and all such payments so made
to any such Holder for the time being, or upon his order, shall be valid and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.

     None of the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any agent of the Trustee, any paying agent or any Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests

                                       45

<PAGE>

in a Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

     Section 8.04. Instruments Executed by Holders Bind Future Holders.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action and subject to the
following paragraph, any Holder of a Debt Security which is shown by the
evidence to be included in the Debt Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at its
corporate trust office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Debt Security. Except as aforesaid
any such action taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such Debt
Security and of any Debt Security issued upon transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or such other Debt Securities. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Debt Securities of any series specified in this Indenture in connection with
such action shall be conclusively binding upon the Partnership, the Guarantor,
the Subsidiary Guarantors, the Trustee and the Holders of all the Debt
Securities of such series.

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     Section 9.01. Purposes for Which Supplemental Indenture May Be Entered into
Without Consent of Holders.

     The Partnership, the Guarantor, and the Subsidiary Guarantors, when
authorized by resolutions of the Board of Directors, and the Trustee may from
time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

     (a) to evidence the succession pursuant to Article X of another Person to
the Partnership, or successive successions, and the assumption by the Successor
Partnership (as

                                       46

<PAGE>

defined in Section 10.01) of the covenants, agreements and obligations of the
Partnership in this Indenture and in the Debt Securities;

     (b) to surrender any right or power herein conferred upon the Partnership,
the Guarantor or the Subsidiary Guarantors, to add to the covenants of the
Partnership, the Guarantor or the Subsidiary Guarantors such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all
or any series of Debt Securities (and if such covenants are to be for the
benefit of less than all series of Debt Securities, stating that such covenants
are expressly being included solely for the benefit of such series) as the Board
of Directors shall consider to be for the protection of the Holders of such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
Default in any of such additional covenants, restrictions, conditions or
provisions a Default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental Indenture may provide for a particular period of grace after
Default (which period may be shorter or longer than that allowed in the case of
other Defaults) or may provide for an immediate enforcement upon such Default or
may limit the remedies available to the Trustee upon such Default or may limit
the right of the Holders of a majority in aggregate principal amount of any or
all series of Debt Securities to waive such default;

     (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

     (d) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any Indenture supplemental hereto under the
TIA as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any Indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the TIA;

     (e) to add to or change any of the provisions of this Indenture to change
or eliminate any restrictions on the payment of principal of, or premium, if
any, on, Debt Securities; provided, that any such action shall not adversely
affect the interests of the Holders of Debt Securities of any series in any
material respect or permit or facilitate the issuance of Debt Securities of any
series in uncertificated form;

     (f) to comply with Article XIV;

     (g) in the case of any Debt Securities subordinated pursuant to Article
XII, to make any change in Article XII that would limit or terminate the
benefits available to any holder of Senior Indebtedness (or Representatives
therefor) under Article XII;

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

                                       47

<PAGE>

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

     (j) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Debt Securities; provided, however, that any
such addition, change or elimination not otherwise permitted under this Section
9.01 shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security with
respect to such provision or shall become effective only when there is no such
Debt Security Outstanding;

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

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

     The Trustee is hereby authorized to join with the Partnership, the
Guarantor and the Subsidiary Guarantors in the execution of any such
supplemental Indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental Indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Partnership, the Guarantor, the Subsidiary
Guarantors and the Trustee without the consent of the Holders of any of the Debt
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 9.02.

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

     Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities.

     Without notice to any Holder but with the consent (evidenced as provided in
Section 8.01) of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental Indenture (including consents obtained in connection with a tender
offer or exchange offer for any such series of Debt Securities), the
Partnership, the Guarantor and the Subsidiary Guarantors, when authorized by
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an Indenture or Indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such

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<PAGE>

series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall: reduce the percentage in
principal amount of Debt Securities of any series whose Holders must consent to
an amendment; reduce the rate of or extend the time for payment of interest on
any Debt Security; reduce the principal of or extend the Stated Maturity of any
Debt Security; reduce the premium payable upon the redemption of any Debt
Security or change the time at which any Debt Security may or shall be redeemed
in accordance with Article III; make any Debt Security payable in currency other
than the Dollar; impair the right of any Holder to receive payment of premium,
if any, principal of and interest on such Holder's Debt Securities on or after
the due dates therefor or to institute suit for the enforcement of any payment
on or with respect to such Holder's Debt Securities; in the case of any Debt
Security subordinated pursuant to Article XII, make any change in Article XII
that adversely affects the rights of any Holder under Article XII; release any
security that may have been granted in respect of the Debt Securities; make any
change in Section 6.06 or this Section 9.02; or, except as provided in Section
14.04, release the Guarantor or any Subsidiary Guarantors or modify the
Guarantee in any manner adverse to the Holders.

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

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

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

     In the case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.02 may not make any change that adversely affects
the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such change.

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

     Section 9.03. Effect of Supplemental Indentures.

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<PAGE>

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

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

     Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental
Indentures.

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

                                   ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 10.01. Consolidations and Mergers of the Partnership.

     The Partnership shall not consolidate or amalgamate with or merge with or
into any Person, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of
its limited liability company agreement, and (2) unless: (a) either (i) the
Partnership shall be the continuing Person in the case of a merger or (ii) the
resulting, surviving or transferee Person if other than the Partnership (the
"Successor Partnership"), shall be a partnership, limited liability company or
corporation organized and existing under the laws of the United States, any
State thereof or the District of Columbia and the Successor Partnership shall
expressly assume, by an Indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations of the
Partnership under this Indenture and the Debt Securities according to their
tenor; (b) immediately after giving effect to such transaction (and treating any
Debt which becomes an obligation of the Successor Partnership or any Subsidiary
of the Successor Partnership as a result of such transaction as having been
incurred by the Successor Partnership or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c)
if the Partnership is not the continuing Person, then the Guarantor and any
Subsidiary Guarantor, unless it has become the

                                       50

<PAGE>

Successor Partnership, shall confirm that its respective Guarantee shall
continue to apply to the obligations under the Debt Securities and this
Indenture; and (d) the Partnership shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger or disposition and such supplemental
Indenture (if any) comply with this Indenture.

     Section 10.02. Rights and Duties of Successor Partnership.

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

     In case of any such consolidation, amalgamation, merger, sale or
disposition such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.

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

     Section 11.01. Applicability of Article.

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

     Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.

     (a) If at any time the Partnership shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money

                                       51

<PAGE>

has theretofore been deposited in trust and thereafter repaid to the Partnership
as provided in Section 11.05) or all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Partnership shall
deposit with the Trustee as trust funds the entire amount in cash sufficient to
pay at maturity or upon redemption all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due on such date of Stated
Maturity or redemption date, as the case may be, and if in either case the
Partnership shall also pay or cause to be paid all other sums payable hereunder
by the Partnership, then this Indenture shall cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
such Debt Securities herein expressly provided for) with respect to the Debt
Securities of such series, and the Trustee, on demand of the Partnership
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Partnership, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

     (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Partnership at any
time may terminate, with respect to Debt Securities of a particular series, all
its obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series ("legal defeasance option") or the
operation of (x) any covenant made applicable to such Debt Securities pursuant
to Section 2.03, (y) Sections 6.01(d), (g) and (h) and (z), as they relate to
the Guarantor and the Subsidiary Guarantors only, Sections 6.01(e) and (f)
("covenant defeasance option"). If the Partnership exercises its legal
defeasance option, the Guarantee will terminate with respect to that series of
Debt Securities. The Partnership may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.

     If the Partnership exercises its legal defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Guarantor and the Subsidiary Guarantors only, Sections
6.01(e) and (f) (except to the extent covenants or agreements referenced in such
Sections remain applicable).

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

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

     Section 11.03. Conditions of Defeasance.

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

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<PAGE>

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

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

     (c) 91 days pass after the deposit is made and during the 91-day period no
Default specified in Section 6.01(e) or (f) with respect to the Partnership
occurs which is continuing at the end of the period;

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

     (e) the deposit does not constitute a default under any other agreement
binding on the Partnership and, if the Debt Securities of such series are
subordinated pursuant to Article XII, is not prohibited by Article XII;

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

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

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

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

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<PAGE>

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

     Section 11.04. Application of Trust Money.

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

     Section 11.05. Repayment to Partnership.

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

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

     Section 11.06. Indemnity for U.S. Government Obligations.

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

     Section 11.07. Reinstatement.

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

                                  ARTICLE XII
                 SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

     Section 12.01. Applicability of Article; Agreement To Subordinate.

     The provisions of this Article XII shall only be applicable to the Debt
Securities of any series (Debt Securities of such series referred to in this
Article XII as "Subordinated Debt Securities") designated, pursuant to Section
2.03, as subordinated to Senior Indebtedness and any related

                                       54

<PAGE>

Guarantee of such Subordinated Debt Securities. Each Holder by accepting a
Subordinated Debt Security agrees that the Debt evidenced by such Subordinated
Debt Security and any related Guarantee of such Subordinated Debt Security is
subordinated in right of payment, to the extent and in the manner provided in
this Article XII, to the prior payment of all Senior Indebtedness and that the
subordination is for the benefit of and enforceable by the holders of Senior
Indebtedness. All provisions of this Article XII shall be subject to Section
12.12.

     Section 12.02. Liquidation, Dissolution, Bankruptcy.

     Upon any payment or distribution of the assets of the Partnership, the
Guarantor or the Subsidiary Guarantors, as the case may be, to creditors, upon a
liquidation or a dissolution of the Partnership, the Guarantor or the Subsidiary
Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Partnership, the Guarantor or
the Subsidiary Guarantors, as the case may be, or their respective property:

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

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

     Section 12.03. Default on Senior Indebtedness.

     The Partnership, the Guarantor and the Subsidiary Guarantors may not pay
the principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or any related Guarantee or make any deposit pursuant to Article XI
and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Debt Securities that provide for a mandatory sinking fund pursuant
to Section 3.05, by the delivery of Subordinated Debt Securities by the
Partnership to the Trustee pursuant to the first paragraph of Section 3.05) any
Subordinated Debt Securities (collectively, "pay the Subordinated Debt
Securities") if any principal, premium or interest in respect of Senior
Indebtedness of such Person is not paid within any applicable grace period
(including at maturity) or any other default on Senior Indebtedness of such
Person occurs and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms unless, in either

                                       55

<PAGE>

case, the default has been cured or waived and any such acceleration has been
rescinded or such Senior Indebtedness has been paid in full in cash; provided,
however, that the Partnership, the Guarantor and the Subsidiary Guarantors may
make payments on the Subordinated Debt Securities or any related Guarantee
without regard to the foregoing if the Partnership and the Trustee receive
written notice approving such payment from the Representative of each issue of
Designated Senior Indebtedness. During the continuance of any other default with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Partnership, the Guarantor and the Subsidiary
Guarantors may not make payments on the Subordinated Debt Securities or any
related Guarantee for a period (a "Payment Blockage Period") commencing upon the
receipt by the Partnership and the Trustee (and if such Designated Senior
Indebtedness is Debt of the Guarantor or a Subsidiary Guarantor, the Guarantor
or the Subsidiary Guarantor) of written notice of such default from the
Representative of any Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period (a "Blockage Notice") and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and the Partnership (and if such Designated Senior
Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from
the Person or Persons who gave such Blockage Notice, by repayment in full in
cash of such Designated Senior Indebtedness or because the default giving rise
to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in Section 12.02 and the first sentence of this Section 12.03), unless
the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Partnership, the Guarantor and the Subsidiary Guarantors may
resume payments on the Subordinated Debt Securities and related Guarantees after
such Payment Blockage Period. Not more than one Blockage Notice may be given in
any consecutive 360-day period, irrespective of the number of defaults with
respect to any number of issues of Designated Senior Indebtedness during such
period, unless otherwise specified pursuant to Section 2.03 for the Subordinated
Debt Securities of a series; provided, however, that in no event may the total
number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period. For
purposes of this Section 12.03, no default or event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.

     Section 12.04. Acceleration of Payment of Debt Securities.

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

     Section 12.05. When Distribution Must Be Paid Over.

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<PAGE>

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

     Section 12.06. Subrogation.

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

     Section 12.07. Relative Rights.

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

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

     (b) prevent the Trustee or any Holder of either Subordinated Debt
Securities or Debt Securities from exercising its available remedies upon an
Event of Default, subject to the rights of holders of Senior Indebtedness to
receive distributions otherwise payable to Holders of Subordinated Debt
Securities.

     Section 12.08. Subordination May Not Be Impaired by Partnership.

     No right of any holder of Senior Indebtedness to enforce the subordination
of the Debt evidenced by the Subordinated Debt Securities and the Guarantee in
respect thereof shall be impaired by any act or failure to act by the
Partnership, the Guarantor or the Subsidiary Guarantors or by its failure to
comply with this Indenture.

     Section 12.09. Rights of Trustee and Paying Agent.

     Notwithstanding Sections 12.02 and 12.03, the Trustee or any paying agent
may continue to make payments on Subordinated Debt Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments unless, not less than two Business Days prior to the date
of such payment, a responsible officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article XII. The
Partnership, the Registrar, any paying agent, a Representative or a holder of
Senior Indebtedness may give the notice; provided, however, that, if an issue of
Senior Indebtedness has a Representative, only

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<PAGE>

the Representative may give the notice on behalf of the Holders of the Senior
Indebtedness of that issue.

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

     Section 12.10. Distribution or Notice to Representative.

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

     Section 12.11. Article XII Not to Prevent Defaults or Limit Right to
Accelerate.

     The failure to make a payment pursuant to the Subordinated Debt Securities,
whether directly or pursuant to the Guarantee, by reason of any provision in
this Article XII shall not be construed as preventing the occurrence of a
Default. Nothing in this Article XII shall have any effect on the right of the
Holders or the Trustee to accelerate the maturity of either the Subordinated
Debt Securities or the Debt Securities, as the case may be.

     Section 12.12. Trust Moneys Not Subordinated.

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

     Section 12.13. Trustee Entitled to Rely.

     Upon any payment or distribution pursuant to this Article XII, the Trustee
and the Holders shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
such Holders or upon the Representatives for the holders of Senior Indebtedness
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other Debt
of the Partnership, the Guarantor or the Subsidiary Guarantors, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XII. In the event that
the Trustee determines, in good faith, that evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant

                                       58

<PAGE>

to this Article XII, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article XII, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article XII.

     Section 12.14. Trustee to Effectuate Subordination.

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

     Section 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.

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

     Section 12.16. Reliance by Holders of Senior Indebtedness on Subordination
Provisions.

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

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     Section 13.01. Successors and Assigns of Partnership Bound by Indenture.

     All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Partnership, the Guarantor, the Subsidiary
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.

     Section 13.02. Acts of Board, Committee or Officer of Successor Partnership
Valid.

                                       59

<PAGE>

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Partnership, Guarantor or Subsidiary Guarantor shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Successor Partnership, Guarantor or Subsidiary Guarantor.

     Section 13.03. Required Notices or Demands.

     Any notice or communication by the Partnership, the Guarantor, the
Subsidiary Guarantors or the Trustee to the others is duly given if in writing
(in the English language) and delivered in Person or mailed by registered or
certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

     If to the Partnership, the Guarantor or the Subsidiary Guarantors:

     Sunoco Logistics Partners Operations L.P.
     Sunoco Logistics Partners L.P.
     Sunoco Partners Marketing & Terminals L.P.
     Sunoco Pipeline L.P.

     Attention:  Chief Counsel
     Telecopy No. 215-977-3868

     If to the Trustee:

     [______________________]


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

     All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

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

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

                                       60

<PAGE>


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

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

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

     Section 13.04. Indenture and Debt Securities to Be Construed in Accordance
with the Laws of the State of New York.

     THIS INDENTURE, EACH DEBT SECURITY AND THE GUARANTEES SHALL BE DEEMED TO BE
NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.

     Section 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished
upon Application or Demand by the Partnership.

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

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

     Section 13.06. Payments Due on Legal Holidays.

     In any case where the date of maturity of interest on or principal of and
premium, if any, on the Debt Securities of a series or the date fixed for
redemption or repayment of any Debt Security or the making of any sinking fund
payment shall not be a Business Day at any Place of Payment for

                                       61

<PAGE>

the Debt Securities of such series, then payment of interest or principal and
premium, if any, or the making of such sinking fund payment need not be made on
such date at such Place of Payment, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date. If a record date is not a Business Day,
the record date shall not be affected.

     Section 13.07. Provisions Required by TIA to Control.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture which is required
to be included in this Indenture by any of Sections 310 to 318, inclusive, of
the TIA, such required provision shall control.

     Section 13.08. Computation of Interest on Debt Securities.

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

     Section 13.09. Rules by Trustee, Paying Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar and any paying agent may make reasonable rules for their
functions.

     Section 13.10. No Recourse Against Others.

     The General Partner and its directors, officers, employees, incorporators
and stockholders, as such, shall have no liability for any obligations of the
Subsidiary Guarantors, the Guarantor or the Partnership under the Debt
Securities, this Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation. By accepting a
Debt Security, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Debt
Securities.

     Section 13.11. Severability.

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

     Section 13.12. Effect of Headings.

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

     Section 13.13. Indenture May Be Executed in Counterparts.

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

                                       62

<PAGE>


                                   ARTICLE XIV
                                    GUARANTEE

     Section 14.01. Unconditional Guarantee.

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

     (b) For value received, the Guarantor and each of the Subsidiary Guarantors
hereby fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on the Debt Securities and all other amounts due
and payable under this Indenture and the Debt Securities by the 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 Debt Securities and
this Indenture, subject to the limitations set forth in Section 14.03 and (ii)
in the case of the Guarantee of the Subordinated Debt Securities, to the
subordination provisions contained in Article XII.

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

     (d) The obligations of the Guarantor and each of the Subsidiary Guarantors
under this Article XIV shall be as aforesaid full, unconditional and absolute
and shall not be impaired, modified, released or limited by any occurrence or
condition whatsoever, including, without

                                       63

<PAGE>

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

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

                                       64

<PAGE>


     (f) The Guarantor and each of the Subsidiary Guarantors shall be subrogated
to all rights of the Holders and the Trustee against the Partnership in respect
of any amounts paid by the Guarantor or such Subsidiary Guarantor pursuant to
the provisions of this Indenture, provided, however, that the Guarantor or such
Subsidiary Guarantor, shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until all of
the Debt Securities and the Guarantee shall have been paid in full or
discharged.

     Section 14.02. Execution and Delivery of Guarantee.

     To further evidence the Guarantee set forth in Section 14.01, the Guarantor
and each of the Subsidiary Guarantors hereby agrees that a notation relating to
such Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of the General Partner in the case of the
Guarantor and officer of such Subsidiary Guarantor. The Guarantor and each of
the Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
14.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Debt Security a notation relating to the Guarantee. If any
officer of any Subsidiary Guarantor, or in the case of the Guarantor, any
officer of the General Partner, whose signature is on this Indenture or a Debt
Security no longer holds that office at the time the Trustee authenticates such
Debt Security or at any time thereafter, the Guarantee of such Debt Security
shall be valid nevertheless. The delivery of any Debt Security by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the
Guarantee set forth in this Indenture on behalf of the Guarantor and the
Subsidiary Guarantors.

     The Trustee hereby accepts the trusts in this Indenture upon the terms and
conditions herein set forth.

     Section 14.03. Limitation on Liability of the Guarantor and the Subsidiary
Guarantors.

     The Guarantor and by its acceptance hereof each Holder of a Debt Security
entitled to the benefits of the Guarantee hereby confirm that it is the
intention of all such parties that the guarantee by the Guarantor pursuant to
its Guarantee not constitute a fraudulent transfer or conveyance for purposes of
any Federal or state law. To effectuate the foregoing intention, the Holders of
a Debt Security entitled to the benefits of the Guarantee and the Guarantor and
the Subsidiary Guarantors hereby irrevocably agree that the obligations of the
Guarantor under its Guarantee shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of the
Guarantor and to any collections from or payments made by or on behalf of any
Subsidiary Guarantor in respect of the obligations of such Subsidiary Guarantor
under its Guarantee, result in the obligations of the Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
Federal or state law.

     Each Subsidiary Guarantor and by its acceptance hereof each Holder of a
Debt Security entitled to the benefits of the Guarantee hereby confirm that it
is the intention of all such parties that the guarantee by such Subsidiary
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Federal or state law. To effectuate the foregoing
intention, the Holders of a Debt Security entitled to the benefits of the
Guarantee and

                                       65

<PAGE>

the Guarantor and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of each Subsidiary Guarantor under its Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and to any collections from or
payments made by or on behalf of the Guarantor or any other Subsidiary Guarantor
in respect of the obligations of the Guarantor or such other Subsidiary
Guarantor under its Guarantee, result in the obligations of such Subsidiary
Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under Federal or state law.

     Section 14.04. Release of Guarantor or Subsidiary Guarantors from
Guarantee.

     (a) Notwithstanding any other provisions of this Indenture, the Guarantee
of the Guarantor or any Subsidiary Guarantor may be released upon the terms and
subject to the conditions set forth in this Section 14.04. Provided that no
Default shall have occurred and shall be continuing under this Indenture, any
Guarantee incurred by the Guarantor or a Subsidiary Guarantor pursuant to this
Article XIV shall be unconditionally released and discharged (i) in the case of
a Subsidiary Guarantor, automatically upon (A) any sale, exchange or transfer,
whether by way of merger or otherwise, to any Person that is not an Affiliate of
the Partnership, of all of the Partnership's direct or indirect equity interests
in such Subsidiary Guarantor (provided such sale, exchange or transfer is not
prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor
into the Partnership, the Guarantor or any other Subsidiary Guarantor or the
liquidation and dissolution of such Subsidiary Guarantor (in each case to the
extent not prohibited by this Indenture) or (ii) in the case of the Guarantor,
automatically upon the merger of the Guarantor into the Partnership or any
Subsidiary Guarantor or the liquidation or dissolution of the Guarantor (in each
case to the extent not prohibited by this Indenture) or (iii) in the case of the
Guarantor or a Subsidiary Guarantor, following delivery of a written notice of
such release or discharge by the Partnership, the Trustee, upon the release or
discharge of all guarantees by the Guarantor or such Subsidiary Guarantor of any
Debt of the Partnership other than obligations arising under this Indenture and
any Debt Securities issued hereunder, except a discharge or release by or as a
result of payment under such guarantees.

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

     Section 14.05. Contribution.

     In order to provide for just and equitable contribution among the
Subsidiary Guarantors and the Guarantor, the Subsidiary Guarantors and the
Guarantor hereby agree, inter se, that in the event any payment or distribution
is made by the Guarantor or any Subsidiary Guarantor (a "Funding Guarantor")
under its Guarantee, such Funding Guarantor shall be entitled to a contribution
from the Guarantor and each other Subsidiary Guarantor (as applicable) in a pro
rata amount based on the net assets of the Guarantor and each Subsidiary
Guarantor (including the Funding Guarantor)

                                       66

<PAGE>

for all payments, damages and expenses incurred by that Funding Guarantor in
discharging the Partnership's obligations with respect to the Debt Securities or
any other Subsidiary Guarantor's or the Guarantor's obligations with respect to
its Guarantee.

               [Remainder of This Page Intentionally Left Blank.]




                                       67

<PAGE>

         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:
                                          ----------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer

                                      SUNOCO LOGISTICS PARTNERS L.P.

                                      By: SUNOCO PARTNERS LLC,
                                          Its General Partner

                                      By:
                                          ----------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer

                                      SUNOCO PARTNERS MARKETING & TERMINALS L.P.


                                      By: SUNOCO LOGISTICS PARTNERS
                                          OPERATIONS GP LLC,
                                          Its General Partner

                                      By:
                                          ----------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer



                                       68

<PAGE>

                                      SUNOCO PIPELINE L.P.


                                      By:    SUNOCO LOGISTICS PARTNERS
                                             OPERATIONS GP LLC,
                                             Its General Partner


                                      By:
                                             -----------------------------------
                                             Deborah M. Fretz
                                             Chief Executive Officer

                                     [____________________], as Trustee

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



                                       69

<PAGE>
                                                                         ANNEX A

                              NOTATION OF GUARANTEE

     The Guarantor and each of the Subsidiary Guarantors (which term includes
any successor Person under the Indenture), has fully, unconditionally and
absolutely guaranteed, to the extent set forth in the Indenture and subject to
the provisions in the Indenture, the due and punctual payment of the principal
of, and premium, if any, and interest on the Debt Securities and all other
amounts due and payable under the Indenture and the Debt Securities by the
Partnership.

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

                                      SUNOCO LOGISTICS PARTNERS L.P.

                                      By:   SUNOCO PARTNERS LLC,
                                            Its General Partner

                                      By:
                                            ------------------------------------
                                            Deborah M. Fretz
                                            Chief Executive Officer


                                      SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                      By:   SUNOCO LOGISTICS PARTNERS
                                            OPERATIONS GP LLC,
                                            Its General Partner

                                      By:
                                            ------------------------------------
                                            Deborah M. Fretz
                                            Chief Executive Officer



                                      A-1

<PAGE>


                                     SUNOCO PIPELINE L.P.


                                     By:  SUNOCO LOGISTICS PARTNERS
                                          OPERATIONS GP LLC,
                                          Its General Partner



                                     By:
                                          --------------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer




                                      A-2