<Page>

                                                                     EXHIBIT 4.3

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

                                TC PIPELINES, LP,

                                     ISSUER

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,

                                     TRUSTEE

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

                                    INDENTURE

                       DATED AS OF [________] [__], [____]

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

                          SUBORDINATED DEBT SECURITIES

================================================================================
<PAGE>

                                TC PIPELINES, LP

         Reconciliation and tie between Trust Indenture Act of 1939, as amended,
              and Indenture, dated as of [________] [__], [____]
<Table>
<Caption>
TRUST                                                              INDENTURE
ACT SECTION                                                 INDENTURE SECTION
-----------                                                 -----------------
<S>                                                         <C>
SECTION 310 (a)(1)     ......................................609
            (a)(2)     ......................................609
            (a)(3)     ......................................Not Applicable
            (a)(4)     ......................................Not Applicable
            (b)        ......................................608; 610
SECTION 311 (a)        ......................................613
            (b)        ......................................613
SECTION 312 (a)        ......................................701; 702
            (b)        ......................................702
            (c)        ......................................702
SECTION 313 (a)        ......................................703
            (b)        ......................................*
            (c)        ......................................*
            (d)        ......................................703
SECTION 314 (a)        ......................................704
            (a)(4)     ......................................104; 1004
            (b)        ......................................Not Applicable
            (c)(1)     ......................................101
            (c)(2)     ......................................101; 102
            (c)(3)     ......................................Not Applicable
            (d)        ......................................Not Applicable
            (e)        ......................................102
SECTION 315 (a)        ......................................601
            (b)        ......................................602
            (c)        ......................................601
            (d)        ......................................601
            (e)        ......................................514
SECTION 316 (a)        ......................................101
            (a)(1)(A)  ......................................502; 512
            (a)(1)(B)  ......................................513
            (a)(2)     ......................................Not Applicable
            (b)        ......................................508
            (c)        ......................................104
SECTION 317 (a)(1)     ......................................503
            (a)(2)     ......................................504
            (b)        ......................................1003
SECTION 318 (a)        ......................................107
</Table>

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

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

      *Deemed included pursuant to Section 318 (c) of the Trust Indenture Act
<PAGE>

                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                     PAGE
<S>                                                                                                  <C>
ARTICLE I  Definitions And Other Provisions Of General Application

  SECTION 101.   Definitions............................................................................1
  SECTION 102.   Incorporation by Reference of Trust Indenture Act......................................9
  SECTION 103.   Compliance Certificates and Opinions...................................................9
  SECTION 104.   Form of Documents Delivered to Trustee................................................10
  SECTION 105.   Acts of Holders; Record Dates.........................................................10
  SECTION 106.   Notices, Etc., to Trustee and Partnership.............................................11
  SECTION 107.   Notice to Holders; Waiver.............................................................12
  SECTION 108.   Conflict with Trust Indenture Act.....................................................12
  SECTION 109.   Effect of Headings and Table of Contents..............................................12
  SECTION 110.   Successors and Assigns................................................................12
  SECTION 111.   Separability Clause...................................................................13
  SECTION 112.   Benefits of Indenture.................................................................13
  SECTION 113.   Governing Law.........................................................................13
  SECTION 114.   Legal Holidays........................................................................13
  SECTION 115.   Securities in a Composite Currency, Currency Unit or Foreign Currency.................13
  SECTION 116.   Judgment Currency.....................................................................14
  SECTION 117.   Language of Notices, Etc..............................................................14
  SECTION 118.   Non-Recourse to the General Partner; No Personal Liability of Officers,
                 Directors, Employees or Partners......................................................14

ARTICLE II  Security Forms

  SECTION 201.   Forms Generally.......................................................................15
  SECTION 202.   Form of Face of Security..............................................................15
  SECTION 203.   Form of Reverse of Security...........................................................18
  SECTION 204.   Global Securities.....................................................................23
  SECTION 205.   Form of Trustee's Certificate of Authentication.......................................24

ARTICLE III  The Securities

  SECTION 301.   Amount Unlimited; Issuable in Series..................................................25
  SECTION 302.   Denominations.........................................................................28
  SECTION 303.   Execution, Authentication, Delivery and Dating........................................28
  SECTION 304.   Temporary Securities..................................................................30
  SECTION 305.   Registration, Registration of Transfer and Exchange...................................30
  SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities......................................33
  SECTION 307.   Payment of Interest; Interest Rights Preserved........................................34
  SECTION 308.   Persons Deemed Owners.................................................................35


                                      i
<PAGE>
  SECTION 309.   Cancellation..........................................................................35
  SECTION 310.   Computation of Interest...............................................................36
  SECTION 311.   CUSIP Numbers.........................................................................36

ARTICLE IV  Satisfaction And Discharge

  SECTION 401.   Satisfaction and Discharge of Indenture...............................................36
  SECTION 402.   Application of Trust Money............................................................37

ARTICLE V  Remedies

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

ARTICLE VI  The Trustee

  SECTION 601.   Certain Duties and Responsibilities...................................................45
  SECTION 602.   Notice of Defaults....................................................................46
  SECTION 603.   Certain Rights of Trustee.............................................................46
  SECTION 604.   Not Responsible for Recitals or Issuance of Securities................................47
  SECTION 605.   May Hold Securities...................................................................47
  SECTION 606.   Money Held in Trust...................................................................48
  SECTION 607.   Compensation and Reimbursement........................................................48
  SECTION 608.   Disqualification; Conflicting Interests...............................................49
  SECTION 609.   Corporate Trustee Required; Eligibility...............................................49
  SECTION 610.   Resignation and Removal; Appointment of Successor.....................................49
  SECTION 611.   Acceptance of Appointment by Successor................................................50


                                      ii
<PAGE>
  SECTION 612.   Merger, Conversion, Consolidation or Succession to Business...........................52
  SECTION 613.   Preferential Collection of Claims Against Partnership.................................52
  SECTION 614.   Appointment of Authenticating Agent...................................................52

ARTICLE VII  Holders'Lists And Reports By Trustee And Partnership

  SECTION 701.   Partnership to Furnish Trustee Names and Addresses of Holders.........................54
  SECTION 702.   Preservation of Information; Communications to Holders................................54
  SECTION 703.   Reports by Trustee....................................................................55
  SECTION 704.   Reports by Partnership................................................................56

ARTICLE VIII  Consolidation, Merger, Conveyance, Transfer Or Lease

  SECTION 801.   Partnership May Consolidate, Etc., Only on Certain Terms..............................56
  SECTION 802.   Successor Substituted.................................................................57

ARTICLE IX  Supplemental Indentures

  SECTION 901.   Supplemental Indentures Without Consent of Holders....................................57
  SECTION 902.   Supplemental Indentures with Consent of Holders.......................................59
  SECTION 903.   Execution of Supplemental Indentures..................................................60
  SECTION 904.   Effect of Supplemental Indentures.....................................................60
  SECTION 905.   Conformity with Trust Indenture Act...................................................60
  SECTION 906.   Reference in Securities to Supplemental Indentures....................................60

ARTICLE X  Covenants

  SECTION 1001.  Payment of Principal, Premium and Interest............................................61
  SECTION 1002.  Maintenance of Office or Agency.......................................................61
  SECTION 1003.  Money for Securities Payments to Be Held in Trust.....................................61
  SECTION 1004.  Statement by Officers as to Default...................................................63
  SECTION 1005.  Existence.............................................................................63
  SECTION 1006.  Waiver of Certain Covenants...........................................................63
  SECTION 1007.  Additional Amounts....................................................................63

ARTICLE XI  Redemption Of Securities

  SECTION 1101.  Applicability of Article..............................................................64
  SECTION 1102.  Election to Redeem; Notice to Trustee.................................................64
  SECTION 1103.  Selection by Trustee of Securities to be Redeemed.....................................65
  SECTION 1104.  Notice of Redemption..................................................................65
  SECTION 1105.  Deposit of Redemption Price...........................................................66


                                      iii
<PAGE>
  SECTION 1106.  Securities Payable on Redemption Date.................................................66
  SECTION 1107.  Securities Redeemed in Part...........................................................66

ARTICLE XII  Sinking Funds

  SECTION 1201.  Applicability of Article..............................................................67
  SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.................................67
  SECTION 1203.  Redemption of Securities for Sinking Fund.............................................67

ARTICLE XIII  Defeasance

  SECTION 1301.  Applicability of Article..............................................................68
  SECTION 1302.  Legal Defeasance......................................................................68
  SECTION 1303.  Covenant Defeasance...................................................................70
  SECTION 1304.  Application by Trustee of Funds Deposited for Payment of Securities...................71
  SECTION 1305.  Repayment to Partnership..............................................................72

ARTICLE XIV  Subordination of Securities

  SECTION 1401.  Securities Subordinated to Senior Debt................................................72
  SECTION 1402.  Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
                 Securities............................................................................73
  SECTION 1403.  Payments on Securities Permitted......................................................75
  SECTION 1404.  Authorization of Holders of Securities to Trustee to Effect Subordination.............75
  SECTION 1405.  Notices to Trustee....................................................................75
  SECTION 1406.  Trustee as Holder of Senior Debt......................................................76
  SECTION 1407.  Modification of Terms of Senior Debt..................................................76

</Table>
                                      iv

<PAGE>

                                    INDENTURE

                                    Parties:

     INDENTURE, dated as of [________] [__], [____], between TC PIPELINES, LP, a
Delaware limited partnership (herein called the "Partnership"), having its
principal office at 110 Turnpike Road, Suite 203, Westborough, Massachusetts
01581 and BANK ONE TRUST COMPANY, N.A., a national banking association organized
under the laws of the United States of America, as trustee (herein called the
"Trustee").

                          RECITALS OF THE PARTNERSHIP:

     The Partnership has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

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

     This Indenture is subject to the provisions of the Trust Indenture Act that
are required to be a part of this Indenture and, to the extent applicable, shall
be governed by such provisions.

     Now, Therefore, This Indenture Witnesseth:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

          (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States, and, except as otherwise herein expressly
     provided, the term "GENERALLY


<PAGE>

     ACCEPTED ACCOUNTING PRINCIPLES" with respect to any computation required or
     permitted hereunder shall mean such accounting principles as are generally
     accepted in the United States at the date of such computation;

          (4)  the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision;

          (5)  the words "ARTICLE" and "SECTION" refer to an Article and
     Section, respectively, of this Indenture; and

          (6)  the word "INCLUDES" and its derivatives means "INCLUDES, BUT IS
     NOT LIMITED TO" and its corresponding derivative definitions.

     Certain terms, used principally in Article VI, are defined in that Article.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 105.

     "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.

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

     "Banking Day" means, with respect to any city, any date on which commercial
banks are open for business in that city.

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

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

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the General Partner, the principal financial
officer of the General Partner or any other authorized officer of the General
Partner or a person duly authorized by any of them, to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Securities and the forms and terms
thereof), such action may be taken by any


                                       2
<PAGE>

committee, officer or employee of the Partnership authorized to take such
action by the Board of Directors as evidenced by a Board Resolution.

     "Business Day," when used with respect to any Place of Payment or other
location, means, except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

     "Capital Interests" means any and all shares, interests, participations,
rights or other equivalents (however designated) of capital stock, including,
without limitation, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

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

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
in the Borough of Manhattan, The City of New York, and which, at the date hereof
is 153 West 51st Street, Suite IL1-4015, New York, New York 10019, Attention:
Corporate Trust Department.

     "corporation" includes corporations, associations, limited liability
companies, joint-stock companies and business trusts.

     "covenant defeasance" has the meaning specified in Section 1303.

     "CUSIP" means the Committee on Uniform Securities Identification
Procedures.

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

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

     "Default" means, with respect to a series of Securities, any event that is,
or after notice or lapse of time or both would be, an Event of Default.

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

     "defeasance" has the meaning specified in Section 1302.

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


                                       3
<PAGE>

     "Depositary" means, with respect to Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301, until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter shall mean or include each Person which is then a
Depositary hereunder, and if at any time there is more than one such Person,
shall be a collective reference to such Persons.

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

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

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

     "Foreign Currency" means a currency used by the government of a country
other than the United States of America.

     "GAAP" means generally accepted accounting principles in the United States
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 the person serving as such under the Partnership
Agreement, which, on the date hereof, is TC PipeLines GP, Inc., a Delaware
corporation.

     "Global Security" means a Security in global form that evidences all or
part of a series of Securities and is authenticated and delivered to, and
registered in the name of, the Depositary for the Securities of such series or
its nominee.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" also shall include the terms of particular series of Securities
established as contemplated by Section 301.

     "interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.


                                       4
<PAGE>

     "mandatory sinking fund payment" has the meaning specified in Section 1201.

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

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

     "Officers' Certificate" means a certificate signed by any two officers of
the General Partner(or if the Partnership shall change its form of entity to
other than a limited partnership, by Persons or officers, members, agents and
the like positions comparable to those of the foregoing nature, as applicable),
and delivered to the Trustee. One of the officers or such other Persons (as
applicable) signing an Officers' Certificate given pursuant to Section 1004
shall be the principal executive, financial or accounting officer of the General
Partner (or if the Partnership shall change its form of entity to other than a
limited partnership, by Persons or officers, members, agents and the like
positions comparable to those of the foregoing nature, as applicable).

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Partnership, the General Partner or an Affiliate
of the General Partner and who shall be reasonably acceptable to the trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

          (2) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the 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 Securities; PROVIDED, HOWEVER, that, if such
     Securities are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture or provision therefor satisfactory to the
     Trustee has been made;

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



                                       5
<PAGE>

          (4) Securities, except to the extent provided in Sections 1302 and
     1303, with respect to which the Partnership has effected defeasance or
     covenant defeasance as provided in Article XIII which continues in effect;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof on such date pursuant to Section 502, (B) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S.
dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security or by Section 115, if not otherwise
so provided pursuant to Section 301, of the principal amount (or, in the case of
an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security, of the amount
determined as provided in clause (A) above) of such Security, and (C) Securities
owned by the Partnership or any other obligor upon the 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 Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned as described in clause
(C) of the immediately preceding sentence which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Partnership or any other obligor upon the Securities
or any Affiliate of the Partnership or of such other obligor.

     "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 Agreement" means the Agreement of Limited Partnership of the
Partnership as in effect from time to time.

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

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

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with



                                       6
<PAGE>

respect thereto, and any other terms specified as contemplated by Section 301
with respect thereto, are to be determined by the Partnership upon the issuance
of such Securities.

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

     "Place of Payment," when used with respect to the Securities of any series,
means, unless otherwise specifically provided for with respect to such series as
contemplated by Section 301, the office or agency of the Partnership in The City
of New York and such other place or places where, subject to the provisions of
Section 1002, the principal of and any premium and interest on the Securities of
that series are payable as contemplated by Section 301.

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

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee within the corporate trust department, including any Vice
President, assistant secretary, assistant treasurer, assistant cashier, trust
officer, assistant trust officer or assistant controller assigned to the
Corporate Trust Office, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer of the Trustee to whom such matter is referred because of his
knowledge of and familiarity with the particular subject, and who shall have
direct responsibility for the administration of this Indenture.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

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

     "Senior Debt" of the Partnership, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 301, means (1) all Debt of
the Partnership, whether currently outstanding or hereafter issued, unless, by
the terms of the instrument creating or evidencing such Debt, it is provided
that such Debt is not superior in right of payment to the


                                       7
<PAGE>

Securities or to other Debt which is pari passu with or subordinated to the
Securities, and (2) any modifications, refunding, deferrals, renewals or
extensions of any such Debt or securities, notes or other evidence of Debt
issued in exchange for such Debt; PROVIDED that in no event shall "Senior Debt"
include (a) Debt of the Partnership owed or owing to any Subsidiary of the
Partnership or any officer, director or employee of the Partnership or any
Subsidiary of the Partnership, (b) Debt to trade creditors or (c) any liability
for taxes owed or owing by the Partnership.

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

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

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

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

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean each Trustee with respect to Securities of that series.

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

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


                                       8
<PAGE>

SECTION 102. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this Indenture.
The following Trust Indenture Act terms used in this Indenture have the
following meanings:

     "commission" means the Commission.

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Partnership or any other
obligor on the indenture securities.

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

SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Partnership to the Trustee to take
any action under any provision of this Indenture, the Partnership shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished except as required under Section 314(c) of the Trust
Indenture Act.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 1004) shall include:

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

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether such covenant or condition has
     been complied with; and


                                       9
<PAGE>

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

SECTION 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

     Any certificate or opinion of an officer of the Partnership or the General
Partner may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Partnership or
the General Partner stating that the information with respect to such factual
matters is in the possession of the Partnership or the General Partner, unless
such counsel knows that the certificate or opinion or representations with
respect to such matters are erroneous.

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

SECTION 105. ACTS OF HOLDERS; RECORD DATES.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission, PROVIDED that such electronic transmission is
transmitted through the facilities of a Depositary) by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered (either physically or by means of a facsimile or an electronic
transmission, PROVIDED that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required, to the Partnership. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of the
Trust Indenture Act) conclusive in favor of the Trustee and the Partnership, if
made in the manner provided in this Section 105.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or


                                       10
<PAGE>

other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

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

     Any request, demand, authorization, direction, notice, consent, waiver or
other action of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Partnership
in reliance thereon, regardless of whether notation of such action is made upon
such Security.

     Without limiting the foregoing, a Holder entitled hereunder to give or take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

     The Partnership may set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities of such series, but the Partnership shall have no
obligation to do so. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to give or take the relevant action, regardless of whether such Holders
remain Holders after such record date.

SECTION 106. NOTICES, ETC., TO TRUSTEE AND PARTNERSHIP.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Partnership shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to or with the Trustee at its Corporate Trust Office, Attention:
     Corporate Trust Administration, or

          (2) the Partnership by the Trustee or by any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class postage prepaid, to the
     Partnership addressed to it at the address of its principal office
     specified in the first paragraph of this instrument to the attention of the


                                       11
<PAGE>

     Corporate Secretary, or at any other address previously furnished in
     writing to the Trustee by the Partnership.

SECTION 107. NOTICE TO HOLDERS; WAIVER.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid (if international mail, by
air mail), to each Holder affected by such event, at his address as it appears
in the Security Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

SECTION 108. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 110. SUCCESSORS AND ASSIGNS.

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


                                       12
<PAGE>

SECTION 111. SEPARABILITY CLAUSE.

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

SECTION 112. BENEFITS OF INDENTURE.

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

SECTION 113. GOVERNING LAW.

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

SECTION 114. LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series that specifically states
that such provision shall apply in lieu of this Section 114)) payment of
interest or principal (and any premium) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

SECTION 115. SECURITIES IN A COMPOSITE CURRENCY, CURRENCY UNIT OR FOREIGN
             CURRENCY.

     Unless otherwise specified in an Officer's Certificate delivered pursuant
to Section 301 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than
Dollars (including, but not limited to, any composite currency, currency units
or Foreign Currency), then the principal amount of Securities of such series
which shall be deemed to be Outstanding for the purpose of taking such action
shall be that amount of Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 115, the term "Market
Exchange Rate" shall mean the noon Dollar buying rate in The City of New York
for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market
Exchange Rate is not so available for any reason with respect to such currency,
the Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations or rates of exchange from one or more major banks
in The City of New York or in the


                                       13
<PAGE>

country of issue of the currency in question, which for purposes of euros shall
be Brussels, Belgium, or such other quotations or rates of exchange as the
Trustee shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a series
denominated in a currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

     All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Issuer and all Holders.

SECTION 116. JUDGMENT CURRENCY.

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest on the Securities of any series (the "REQUIRED CURRENCY") into a
currency in which a judgment will be rendered (the "JUDGMENT CURRENCY"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a Banking Day, then, to
the extent permitted by applicable law, the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture.

SECTION 117. LANGUAGE OF NOTICES, ETC.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

SECTION 118. NON-RECOURSE TO THE GENERAL PARTNER; NO PERSONAL LIABILITY OF
             OFFICERS, DIRECTORS, EMPLOYEES OR PARTNERS.

     Obligations of the Partnership under this Indenture and the Securities
hereunder are non-recourse to the General Partner, and its Affiliates (other
than the Partnership), and payable only out of cash flow and assets of the
Partnership. The Trustee, and each Holder of a Security by its acceptance
thereof, will be deemed to have agreed in this Indenture that (1) neither the
General


                                       14
<PAGE>

Partner nor its assets (nor any of its Affiliates other than the Partnership,
nor their respective assets) shall be liable for any of the obligations of the
Partnership under this Indenture or such Securities, and (2) no director,
officer, employee, stockholder or unitholder, as such, of the Partnership, the
Trustee, the General Partners or any Affiliate of any of the foregoing entities
shall have any personal liability in respect of the obligations of the
Partnership under this Indenture or such Securities by reason of his, her or its
status.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

     The Securities of each series shall be in substantially the form set forth
in this Article II, or in such other form or forms as shall be established by or
pursuant to a Board Resolution 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 may be required to comply with the rules of any
securities exchange or automated quotation system on which the Securities of
such series may be listed or traded or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by an authorized
officer or other authorized Person on behalf of the Partnership and delivered to
the Trustee at or prior to the delivery of the Partnership Order contemplated by
Section 303 for the authentication and delivery of such Securities.

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

     The forms of Global Securities of any series shall have such provisions and
legends as are customary for Securities of such series in global form, including
without limitation any legend required by the Depositary for the Securities of
such series.

SECTION 202. FORM OF FACE OF SECURITY.

     [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT-FOR
PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE
DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . .
[,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . .
.. . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]]

     [Insert any other legend required by the United States Internal Revenue
Code and the regulations thereunder.]

                                       15
<PAGE>

     [If a Global Security, insert legend required by Section 204 of the
Indenture.]

     [IF APPLICABLE, INSERT -- UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), 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.]

                                TC PIPELINES, LP

                               [TITLE OF SECURITY]

No. __________                                                 U.S. $__________

[CUSIP No. [__________]]

     TC PIPELINES, LP, a Delaware limited partnership (herein called the
"Partnership," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of _____________
United States Dollars on _______________ [if the Security is to bear interest
prior to Maturity, insert --, and to pay interest thereon from ______________,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on ________ __ and ________ __ in each year,
commencing ________ __, ____, at the rate of ___% per annum, until the principal
hereof is paid or made available for payment [if applicable, insert --, and at
the rate of ___% per annum on any overdue principal and premium and on any
overdue installment of interest]. [If applicable, insert -- The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month. In the event that any date on which interest
is payable on this Security is not a Business Day, then a payment of the
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on the date the payment was
originally payable. A "Business Day" shall mean, when used with respect to any
Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law, executive order or regulation to close.] The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
________ __ or ________ __ (whether or not a Business Day), as the


                                       16
<PAGE>

case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange or automated quotation system on
which the Securities of this series may be listed or traded, and upon such
notice as may be required by such exchange or automated quotation system, all as
more fully provided in such Indenture].

     [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     [IF A GLOBAL SECURITY, INSERT -- Payment of the principal of [(and premium,
if any)] and [if applicable, insert -- any such] interest on this Security will
be made by transfer of immediately available funds to a bank account in
_______________ designated by the Holder in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts [state other currency].]

     [IF A DEFINITIVE SECURITY, INSERT -- Payment of the principal of [(and
premium, if any)] and [if applicable, insert -- any such] interest on this
Security will be made at the office or agency of the Partnership maintained for
that purpose in _______________, [in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts] [state other currency] [or subject to any laws or regulations
applicable thereto and to the right of the Partnership (as provided in the
Indenture) to rescind the designation of any such Paying Agent, at the [main]
offices of _______________ in _______________ and _______________ in
_______________, or at such other offices or agencies as the Partnership may
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agent has
received proper transfer instructions in writing at least [__] days prior to the
payment date)] [IF APPLICABLE, INSERT -- ; PROVIDED, HOWEVER, that payment of
interest may be made at the option of the Partnership by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States Dollar] [state other currency] account maintained by the
payee with a bank in The City of New York [state other Place of Payment] (so
long as the applicable Paying Agent has received proper


                                       17
<PAGE>

transfer instructions in writing by the Record Date prior to the applicable
Interest Payment Date)].]

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

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

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

Dated: ______________

                                TC PIPELINES, LP,

                                By: TC PipeLines GP, Inc.
                                    Its General Partner

                                    By:  ______________________________________
                                    Name:  ____________________________________
                                    Title:  ___________________________________


SECTION 203. FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of senior securities of the
Partnership (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture dated as of [________] [__], [____] (the
"Indenture"), between the Partnership and Bank One Trust Company, N.A., as
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Partnership, the Trustee
and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. As provided in the Indenture,
the Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Security is one of the series designated on the face hereof [IF APPLICABLE,
INSERT --, limited in aggregate principal amount to U.S.$______].

     [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, [if
applicable, insert -- (1) on ________________ in any year commencing with the
year ____ and ending with the year ____


                                       18
<PAGE>

through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [IF APPLICABLE,
INSERT -- on or after ________, ________], as a whole or in part, at the
election of the Partnership, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [IF APPLICABLE, INSERT -- on
or before ______________, ___%, and if redeemed] during the 12-month period
beginning of the years indicated,

     Year     Redemption Price     Year     Redemption Price



and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, (1) on
________ in any year commencing with the year ____ and ending with the year ____
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ___________], as a whole or in part, at the
election of the Partnership, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning ____________ of the years indicated,


                                       19
<PAGE>


                                                      REDEMPTION PRICE FOR
                 REDEMPTION PRICE FOR              REDEMPTION OTHERWISE THAN
              REDEMPTION THROUGH OPERATION          THROUGH OPERATION OF THE
YEAR               OF THE SINKING FUND                   SINKING FUND




and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [IF APPLICABLE, INSERT -- The sinking fund for this series provides for the
redemption in each year beginning with the year ____ and ending with the year
____ of [if applicable, -- not less than $_____ ("mandatory sinking fund") and
not more than] $_____ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Partnership otherwise than
through [IF APPLICABLE, -- mandatory] sinking fund payments may be credited
against subsequent [IF APPLICABLe, -- mandatory] sinking fund payments otherwise
required to be made [IF APPLICABLE, -- in the inverse order in which they become
due].]

     [IF THE SECURITY IS SUBJECT TO REDEMPTION IN PART OF ANY KIND, INSERT -- In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

     [IF APPLICABLE, INSERT -- The Securities of this series are not redeemable
prior to Stated Maturity.]

     [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (1) of the amount of principal so declared due and payable,
and (2) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Partnership's obligations in


                                       20
<PAGE>

respect of the payment of the principal
of and interest, if any, on the Securities of this series shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Partnership and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Partnership and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of all series to be affected (voting as one class). The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Partnership with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, regardless of whether notation of such consent or waiver is
made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or [any premium or] interest
hereon on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Partnership, which
is absolute and unconditional, to pay the principal of and [any premium and]
interest on this Security at the times, place(s) and rate, and in the coin or
currency, herein prescribed.

     [IF A GLOBAL SECURITY, INSERT-- This Global Security or portion hereof may
not be exchanged for Definitive Securities of this series except in the limited
circumstances provided in the Indenture.

     The holders of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]

     [IF A DEFINITIVE SECURITY, INSERT -- As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the


                                       21
<PAGE>

Partnership in [if applicable, insert -- any place where the principal of and
any premium and interest on this Security are payable] [if applicable, insert --
The City of New York [, or, subject to any laws or regulations applicable
thereto and to the right of the Partnership (limited as provided in the
Indenture) to rescind the designation of any such transfer agent, at the [main]
offices of _______________ ____________ in __________________ and
_________________ in ______________ or at such other offices or agencies as the
Partnership may designate]], duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Partnership and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.]

     The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$ [state other currency] and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

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

     Prior to due presentment of this Security for registration of transfer, the
Partnership, the Trustee and any agent of the Partnership or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, regardless of whether this Security is overdue, and neither
the Partnership, the Trustee nor any such agent shall be affected by notice to
the contrary.

     This Security is subordinated in right of payment to Senior Debt, to the
extent provided in the Indenture.

     Obligations of the Partnership under the Indenture and the Securities
thereunder, including this Security, are non-recourse to TC PipeLines GP, Inc.
(the "General Partner") and its Affiliates (other than the Partnership), and
payable only out of cash flow and assets of the Partnership. The Trustee, and
each Holder of a Security by its acceptance hereof, will be deemed to have
agreed in the Indenture that (1) neither the General Partner nor its assets (nor
any of its Affiliates other than the Partnership, nor their respective assets)
shall be liable for any of the obligations of the Partnership under the
Indenture or such Securities, including this Security, and (2) no director,
officer, employee, stockholder or unitholder, as such, of the Partnership, the
Trustee, the General Partner or any Affiliate of any of the foregoing entities
shall have any personal liability in respect of the obligations of the
Partnership under the Indenture or such Securities by reason of his, her or its
status.

     The Indenture provides that the Partnership (a) will be discharged from any
and all obligations in respect of the Securities (except for certain obligations
described in the Indenture), or (b) need not comply with certain restrictive
covenants of the Indenture, in each case if the Partnership deposits, in trust,
with the Trustee money or U.S. Government Obligations (or a


                                       22
<PAGE>

combination thereof) which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money, in an amount
sufficient to pay all the principal of and interest on the Securities, but such
money need not be segregated from other funds except to the extent required by
law.

     This Security shall be governed by and construed in accordance with the
laws of the State of New York.

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

     [If a Definitive Security, insert as a separate page --

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________ ___________________ (Please Print or Typewrite
Name and Address of Assignee) the within instrument of TC PIPELINES, LP and does
hereby irrevocably constitute and appoint ________________________ Attorney to
transfer said instrument on the books of the within-named Partnership, with full
power of substitution in the premises.

Please Insert Social Security or Other Identifying Number of Assignee:

Dated:_____________________________    (Signature):

Signature                                                            Guarantee:
________________________________________________________________________________
                     (Participant in a Recognized Signature
                           Guaranty Medallion Program)

     NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

SECTION 204. GLOBAL SECURITIES.

     Every Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
      INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
      OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
      TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
      REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
      OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
      EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
      EVERY SECURITY


                                       23
<PAGE>

      AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
      TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY
      SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN
      SUCH LIMITED CIRCUMSTANCES.

     If Securities of a series are issuable in whole or in part in the form of
one or more Global Securities, as specified as contemplated by Section 301,
then, notwithstanding clause (9) of Section 301 and the provisions of Section
302, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Partnership Order. Any instructions by the Partnership with respect
to endorsement or delivery or redelivery of a Global Security shall be in a
Partnership Order (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel).

     The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Partnership and the Partnership delivers to the Trustee the Global
Security together with a Partnership Order (which need not comply with Section
102 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction or increase, as the case may be, in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 303.

SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

                                      _________________________________________
                                           As Trustee

                                      By:______________________________________
                                           Authorized Officer


                                       24
<PAGE>

                                  ARTICLE III

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and set forth, or determined in
the manner provided, in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

          (3) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities and which may be a
     part of a series of Securities previously issued);

          (4) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (5) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (6) the date or dates on which the principal of the Securities of the
     series is payable or the method of determination thereof;

          (7) the rate or rates at which the Securities of the series shall bear
     interest, if any, or the formula, method or provision pursuant to which
     such rate or rates are determined, the date or dates from which such
     interest shall accrue, or the method of determination thereof, the Interest
     Payment Dates on which any such interest shall be payable and the Regular
     Record Date for any interest payable on any Interest Payment Date;

          (8) the place or places where, subject to the provisions of Section
     1002, the principal of and any premium and interest on Securities of the
     series shall be payable, Securities of the series may be surrendered for
     registration of transfer, Securities of the series may be surrendered for
     exchange and notices, and demands to or upon the Partnership in respect of
     the Securities of the series and this Indenture may be served;


                                       25
<PAGE>

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

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

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

          (12) whether payment of principal of and premium, if any, and
     interest, if any, on the Securities of the series shall be without
     deduction for taxes, assessments or governmental charges paid by Holders of
     the series;

          (13) if other than the principal amount thereof, the portion of the
     principal amount which shall be payable upon declaration of acceleration of
     the Maturity thereof pursuant to Section 502;

          (14) if other than the currency of the United States of America, the
     currency or currencies, including composite currencies, currency units or
     Foreign Currency, in which payment of the principal of and any premium and
     interest on the Securities of the series shall be payable, and, if other
     than as specified in Section 115, the manner of determining the equivalent
     thereof in the currency of the United States of America for purposes of the
     determination of "Outstanding" in Section 101;

          (15) if the amount of payments of principal of and any premium or
     interest on any Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (16) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Partnership or a
     Holder thereof, in one or more currencies or currency units other than that
     or those in which the Securities are stated to be payable, the currency,
     currencies or currency units in which payment of the principal of and any
     premium and interest on Securities of such series as to which such election
     is made shall be payable, and the periods within which and the terms and
     conditions upon which such election is to be made;

          (17) the right, if any, of the Partnership to defer payments of
     interest by extending the interest payment periods and specify the duration
     of such extension, the Interest Payment Dates on which such interest shall
     be payable and whether and under what circumstances additional interest on
     amounts deferred shall be payable;

          (18) if and as applicable, that the Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the Depositary or Depositaries for such Global Security
     or Global Securities and any


                                       26
<PAGE>

     circumstances other than those set forth in Section 305 in which any such
     Global Security may be transferred to, and registered and exchanged for
     Securities registered in the name of, a Person other than the Depositary
     for such Global Security or a nominee thereof and in which any such
     transfer may be registered;

          (19) any deletions from, modifications of or additions to the Events
     of Default set forth in Section 501 or the covenants of the Partnership set
     forth in Article X with respect to the Securities of such series;

          (20) whether and under which circumstances the Partnership will pay
     additional amounts on the Securities of the series held by a Person who is
     not a U.S. person in respect of any tax, assessment or governmental charge
     withheld or deducted, and, if so, whether the Partnership will have the
     option to redeem the Securities of the series rather than pay such
     additional amounts;

          (21) if the Securities of the series are to be issuable in definitive
     form (whether upon original issue or upon exchange of a temporary Security
     of such series) only upon receipt of certain certificates or other
     documents or satisfaction of other conditions, the form and terms of such
     certificates, documents or conditions;

          (22) if the Securities of the series are convertible into or
     exchangeable for any other security or property of the Partnership,
     including, without limitation, securities of another Person held by the
     Partnership or its Affiliates and, if so, the terms thereof;

          (23) if other than as provided in Sections 1302 and 1303, the means of
     defeasance or covenant defeasance as may be specified for the Securities of
     the series;

          (24) if other than the Trustee, the identity of the Security Registrar
     and any Paying Agent; and

          (25) any other terms of the Securities of the series (which terms
     shall not be inconsistent with the provisions of this Indenture).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

     If any of the terms of the series are established by action taken by or
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person of the
General Partner on behalf of the Partnership and


                                       27
<PAGE>

delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the series.

     With respect to Securities of a series subject to a Periodic Offering, such
Board Resolution or Officers' Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Partnership Order,
or that such terms shall be determined by the Partnership, or one or more of the
Partnership's agents designated in an Officers' Certificate, in accordance with
a Partnership Order.

SECTION 302. DENOMINATIONS.

     The Securities of each series shall be issuable only in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with respect to
the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Partnership may deliver Securities of any series executed by the
Partnership to the Trustee for authentication, together with a Partnership Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Partnership Order shall authenticate and deliver such
Securities; PROVIDED, HOWEVER, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Partnership or its duly authorized agents, thereafter promptly confirmed in
writing) acceptable to the Trustee as may be specified by or pursuant to a
Partnership Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive such
documents as it may reasonably request. The Trustee shall also be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,


                                       28
<PAGE>

          (1)  if the form or forms of such Securities has been established in
     or pursuant to a Board Resolution as permitted by Section 201, that each
     such form has been established in conformity with the provisions of this
     Indenture;

          (2)  if the terms of such Securities have been, or in the case of
     Securities of a series offered in a Periodic Offering, will be, established
     in or pursuant to a Board Resolution as permitted by Section 301, that such
     terms have been, or in the case of Securities of a series offered in a
     Periodic Offering, will be, established in conformity with the provisions
     of this Indenture, subject, in the case of Securities of a series offered
     in a Periodic Offering, to any conditions specified in such Opinion of
     Counsel; and

          (3)  that such Securities, when authenticated and delivered by the
     Trustee and issued by the Partnership in the manner and subject to any
     conditions and assumptions specified in such Opinion of Counsel, will
     constitute valid and legally binding obligations of the Partnership
     enforceable in accordance with their terms, subject to the following
     limitations: (i) bankruptcy, insolvency, moratorium, reorganization,
     liquidation, fraudulent conveyance or transfer and other similar laws of
     general applicability relating to or affecting the enforcement of
     creditors' rights, or to general equity principles, (ii) the availability
     of equitable remedies being subject to the discretion of the court to which
     application therefor is made; (iii) with reference to Securities stated to
     be payable in a currency other than Dollars said counsel may note that (x)
     a New York statute provides that a judgment rendered by a court of the
     State of New York in respect of an obligation denominated in any such other
     currency would be rendered in such other currency and would be converted
     into Dollars at the rate of exchange prevailing on the date of entry of the
     judgment, and (y) a judgment rendered by a Federal court sitting in the
     State of New York in respect of an obligation denominated in any such other
     currency may be expressed in Dollars, but said counsel need express no
     opinion as to the rate of exchange such Federal court would apply; and (iv)
     such other usual and customary matters as shall be specified in such
     Opinion of Counsel.

     If such form or forms or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Partnership Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Partnership of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of


                                       29
<PAGE>

Counsel and the other documents delivered pursuant to Sections 201 and 301 and
this Section 303, as applicable, in connection with the first authentication of
Securities of such series.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Partnership, and the Partnership shall deliver such Security to the Trustee for
cancellation as provided in Section 309 for all purposes of this Indenture, such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

     Pending the preparation of Definitive Securities of any series, the
Partnership may execute, and upon Partnership Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

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

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Partnership shall cause to be kept at the office or agency of the
Partnership in the Borough of Manhattan, the City of New York (or in any other
office or agency of the Partnership in a Place of Payment required by Section
1002) a register (the register maintained in such office being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Partnership shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed as the initial "Security


                                       30
<PAGE>

Registrar" for the purpose of registering Securities and transfers of Securities
as herein provided and its corporate trust office which, at the date hereof, is
located at 153 West 51st Street, Suite IL1-4015, New York, New York 10019,
Attention: Corporate Trust Department, as the initial office or agency in the
Borough of Manhattan, The City of New York where the Security Register will be
maintained. The Partnership may at any time replace such Security Registrar,
change such office or agency or act as its own Security Registrar. The
Partnership will give prompt written notice to the Trustee of any change of the
Security Registrar or of the location of such office or agency.

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

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

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

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

     No service charge shall be imposed for any registration of transfer or
exchange of Securities, but the Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

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

     Notwithstanding any other provisions of this Indenture and except as
otherwise specified with respect to any particular series of Securities as
contemplated by Section 301, a Global


                                       31
<PAGE>

Security representing all or a portion of the Securities of a series may not be
transferred, except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.
Every Security authenticated and delivered upon registration or transfer of or
in exchange for or in lieu of, a Global Security shall be a Global Security
except as provided in the two paragraphs immediately following.

     If at any time the Depositary for any Securities of a series represented by
one or more Global Securities notifies the Partnership that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible to continue as
Depositary under Section 101 or ceases to be a clearing agency registered under
the Exchange Act, the Partnership shall appoint a successor Depositary with
respect to such Securities. If a successor Depositary for such Securities is not
appointed by the Partnership within 90 days after the Partnership receives such
notice or becomes aware of such ineligibility, the Partnership's election
pursuant to Section 301 that such Securities be represented by one or more
Global Securities shall no longer be effective and the Partnership will execute,
and the Trustee, upon receipt of a Partnership Order for the authentication and
delivery of Definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
Securities in exchange for such Global Security or Securities registered in the
names of such Persons as the Depository shall direct.

     The Partnership may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a 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 the Definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities in exchange for such Global Security
or Securities registered in the names of such Persons as the Depository shall
direct.

     If specified by the Partnership pursuant to Section 301 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Partnership and such Depositary. Thereupon, the
Partnership shall execute, and the Trustee, upon receipt of a Partnership Order
for the authentication and delivery of Securities in definitive registered form,
shall authenticate and deliver, without service charge,

          (1)  to the Person specified by such Depositary a new Security or
     Securities of the same series and tenor, of any authorized denominations as
     requested by such Person, in an aggregate principal amount equal to and in
     exchange for such Person's beneficial interest in the Global Security; and


                                       32
<PAGE>

          (2)  to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of Securities
     authenticated and delivered pursuant to clause (1) above.

     Every Person who takes or holds any beneficial interest in a Global
     Security agrees that:

               (a)  the Partnership and the Trustee may deal with the Depositary
          as sole owner of the Global Security and as the authorized
          representative of such Person;

               (b)  such Person's rights in the Global Security shall be
          exercised only through the Depositary and shall be limited to those
          established by law and agreement between such Person and the
          Depositary and/or direct and indirect participants of the Depositary;

               (c)  the Depositary and its participants make book-entry
          transfers of beneficial ownership among, and receive and transmit
          distributions of principal and interest on the Global Securities to,
          such Persons in accordance with their own procedures; and

               (d)  none of the Partnership, the Trustee nor 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 beneficial ownership interests of a Global Security or for
          maintaining, supervising or reviewing any records relating to such
          beneficial ownership interests.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, together with such
security or indemnity as may be required by the Partnership or the Trustee to
save each of them and any agent of either of them harmless, the Partnership
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously Outstanding.

     If there shall be delivered to the Partnership and the Trustee (1) evidence
to their satisfaction of the destruction, loss or theft of any Security and (2)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Partnership or the Trustee that such Security has been acquired by a bona fide
purchaser, the Partnership shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously Outstanding.

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


                                       33
<PAGE>

     Upon the issuance of any new Security under this Section 306, the
Partnership may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Every new Security of any series issued pursuant to this Section 306 in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Partnership, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

     The provisions of this Section 306 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Partnership, at its election in each
case, as provided in clause (1) or (2) below:

          (1)  The Partnership may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Partnership
     shall notify the Trustee in writing of the amount of Defaulted Interest
     proposed to be paid on each 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 prepaid,
     to each Holder of Securities of such series at his address as it appears in
     the Security Register, not less than 10 days prior to such Special


                                       34
<PAGE>

     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor having been so mailed, such Defaulted
     Interest shall be paid to the Persons in whose names the Securities of such
     series (or their respective Predecessor Securities) are registered at the
     close of business on such Special Record Date and shall no longer be
     payable pursuant to the following clause (2).

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

     Subject to the foregoing provisions of this Section 307 and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security, shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. PERSONS DEEMED OWNERS.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, prior to due presentment of a Security for
registration of transfer, the Partnership, the Trustee and any agent of the
Partnership or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Sections 305 and 307) any interest
on such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and neither the Partnership, the Trustee nor any agent of
the Partnership or the Trustee shall be affected by notice to the contrary.

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

SECTION 309. CANCELLATION.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Partnership may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Partnership may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Partnership has not issued and sold,


                                       35
<PAGE>

and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 309, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of in
accordance with its customary practices, and the Trustee shall thereafter
deliver to the Partnership a certificate with respect to such disposition.

SECTION 310. COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months and interest on the
Securities of each series for any partial period shall be computed on the basis
of a 360-day year of twelve 30-day months and the number of days elapsed in any
partial month.

SECTION 311. CUSIP NUMBERS.

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


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

          (3)  either

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


                                       36
<PAGE>

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

                    (i)  have become due and payable,

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

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

and the Partnership in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
this purpose an amount of money in the currency or currency units in which such
Securities are payable sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
for principal and any premium and interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to Securities of any series, (x) the obligations of the Partnership to
the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614 and the right of the Trustee to resign
under Section 610 shall survive, and (y) if money shall have been deposited with
the Trustee pursuant to subclause (b) of clause (1) of this Section 401, the
obligations of the Partnership and/or the Trustee under Sections 402, 606, 701
and 1002 and the last paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

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


                                       37
<PAGE>

                                   ARTICLE V

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

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

          (3)  default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 60 days (whether or not such payment is prohibited by the
     provisions of Article XIV); or

          (4)  default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity (whether or not such
     payment is prohibited by the provisions of Article XIV); or

          (5)  default in the performance, or breach, of any term, covenant or
     warranty of the Partnership in this Indenture (other than a term, covenant
     or warranty a default in whose performance or whose breach is elsewhere in
     this Section 501 specifically dealt with or which has expressly been
     included in this Indenture solely for the benefit of series of Securities
     other than that series), and continuance of such default or breach for a
     period of 90 days after there has been given, by registered or certified
     mail, to the Partnership by the Trustee or to the Partnership and the
     Trustee by the Holders of at least 25% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

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

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

          (8)  any other Event of Default provided with respect to Securities of
     that series in accordance with Section 301.


                                       38
<PAGE>

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of (or, if any of the Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof),
and accrued but unpaid interest, if any, on all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Partnership
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and payable.
Notwithstanding the foregoing, if an Event of Default specified in clause (4) or
(5) of Section 501 occurs, the Securities of any series at the time Outstanding
shall be due and payable immediately without further action or notice.

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

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

               (a)  all overdue interest on all Securities of that series,

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

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

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

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

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


                                       39
<PAGE>

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Partnership covenants that if

          (1) default is made in the payment of any installment of
     interest on any Security when such interest becomes due and payable and
     such default continues for a period of 60 days (whether or not such payment
     is prohibited by the provisions of Article XIV), or

          (2)  default is made in the payment of the principal of (or premium,
     if any, on) any Security at the Maturity thereof (whether or not such
     payment is prohibited by the provisions of Article XIV),

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

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

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Partnership or any other obligor upon the
Securities, their property or their creditors, the Trustee (irrespective of
whether the principal of the Securities 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 on the Partnership for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other


                                       40
<PAGE>

     papers or documents as may be necessary or advisable in order to have the
     claims of the Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee, its agents and
     counsel) and of the Holders allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

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


                                       41
<PAGE>

               the amounts due and payable on such Securities for principal and
               any premium and interest, respectively; and

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

SECTION 507. LIMITATION ON SUITS.

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

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

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

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

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

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 305 and
307) interest on such Security on the respective Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


                                       42
<PAGE>

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

     The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; PROVIDED, HOWEVER, that

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

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

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


                                       43
<PAGE>

SECTION 513. WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except:

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

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

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

SECTION 514. UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any 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,
suffered or omitted by it as Trustee, the filing by any party litigant, other
than the Trustee, in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 514 shall not apply to any suit
instituted by the Partnership, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any 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 Security on or after
the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

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


                                       44
<PAGE>

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  Except during the continuance of an Event of Default,

               (1)  the Trustee undertakes to perform such duties and only such
          duties as are specifically set forth in this Indenture and as are
          provided by the Trust Indenture Act, and, except for implied covenants
          or obligations under the Trust Indenture Act, no implied covenants or
          obligations shall be read into this Indenture against the Trustee; and

               (2)  in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee 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.

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

          (c)  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, or its own willful misconduct, EXCEPT that

               (1)  this Subsection shall not be construed to limit the effect
          of Subsection (a) of this Section 601;

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

               (3)  the Trustee shall not be liable with respect to any action
          taken or omitted to be taken by it in good faith in accordance with
          the direction of the Holders of a majority in principal amount of the
          Outstanding Securities of any series, given pursuant to Section 512,
          relating to the time, method and place of conducting any proceeding
          for any remedy available to the Trustee, or exercising any trust or
          power conferred upon the Trustee, under this Indenture with respect to
          the Securities of such series; and

               (4)  no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of


                                       45
<PAGE>

          any of its duties hereunder, or in the exercise of any of its rights
          or powers, if it shall have reasonable grounds for believing that
          repayment of such funds or adequate indemnity against such risk or
          liability is not reasonably assured to it.

          (d)  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 601.

SECTION 602. NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such Default shall have been cured or waived; PROVIDED, HOWEVER, that, except in
the case of a Default in the payment of the principal of or any premium or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to 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 trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and,
PROVIDED, FURTHER, that in the case of any Default of the character specified in
Section 501(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 90 days after the occurrence thereof.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 601:

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

          (b)  any request or direction of the Partnership mentioned herein
     shall be sufficiently evidenced by a Partnership Request or Partnership
     Order (other than delivery of any Security to the Trustee for
     authentication and delivery pursuant to Section 303, which shall be
     sufficiently evidenced as provided therein) and any resolution of the Board
     of Directors may be sufficiently evidenced by a Board Resolution;

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

          (d)  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


                                       46
<PAGE>

     of any action taken, suffered or omitted by it hereunder in good faith and
     in reliance thereon;

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

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

          (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 with due care by
     it hereunder and shall not be responsible for the supervision of officers
     and employees of such agents or attorneys;

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

          (i)  the Trustee shall be entitled to the rights and protections
     afforded to the Trustee pursuant to this Article in acting as a Paying
     Agent or Security Registrar hereunder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Partnership, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Partnership of Securities
or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Partnership, in its individual or any other
capacity, may become the owner or


                                       47
<PAGE>

pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust
Indenture Act and Sections 608, 609 and 613 hereof, may otherwise deal with the
Partnership with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

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

SECTION 607. COMPENSATION AND REIMBURSEMENT.

     The Partnership agrees

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

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

          (3)  to indemnify each of the Trustee and its officers, directors,
     agents and employees for, and to hold it harmless against, any loss,
     liability or expense incurred without negligence or willful misconduct on
     its part, arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

     As security for the performance of the obligations of the Partnership under
this Section 607 the Trustee shall have a lien prior to the 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 Securities.

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

     The provisions of this Section 607 shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.


                                       48
<PAGE>

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

     Reference is made to Section 310(b) of the Trust Indenture Act. There shall
be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act
this Indenture with respect to the Securities of more than one series.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
required by the Trust Indenture Act, subject to supervision or examination by
Federal or State authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall not be an obligor upon the Securities or an
Affiliate thereof. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 609, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

          (b)  The Trustee may resign at any time with respect to the Securities
     of one or more series by giving written notice thereof to the Partnership.
     If the instrument of acceptance by a successor Trustee required by Section
     611 shall not have been delivered to the Trustee within 30 days after the
     giving of such notice of resignation, the resigning Trustee may petition
     any court of competent jurisdiction for the appointment of a successor
     Trustee with respect to the Securities of such series.

          (c)  The Trustee may be removed at any time with respect to the
     Securities of any series by Act of the Holders of a majority in principal
     amount of the Outstanding Securities of such series, delivered to the
     Trustee and to the Partnership.

          (d)  If at any time:

               (1)  the Trustee shall fail to comply with Section 310(b) of the
          Trust Indenture Act after written request therefor by the Partnership
          or by any Holder who has been a bona fide Holder of a Security for at
          least six months, or

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


                                       49
<PAGE>

               (3)  the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
     property shall be appointed or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

     then, in any such case, (i) the Partnership by a Board Resolution may
     remove the Trustee with respect to all Securities, or (ii) subject to
     Section 514, any Holder who has been a bona fide Holder of a Security for
     at least six months may, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the removal of
     the Trustee with respect to all Securities and the appointment of a
     successor Trustee or Trustees.

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

          (f)  The Partnership shall give notice of each resignation and each
     removal of the Trustee with respect to the Securities of any series and
     each appointment of a successor Trustee with respect to the Securities of
     any series to all Holders of Securities of such series in the manner
     provided in Section 107. Each notice shall include the name of the
     successor Trustee with respect to the Securities of such series and the
     address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a)  In case of the appointment hereunder of a successor Trustee with
     respect to all Securities, every such successor Trustee so appointed shall
     execute, acknowledge and deliver to the Partnership and to the retiring
     Trustee an instrument accepting such appointment, and thereupon the
     resignation or removal of the retiring Trustee shall


                                       50
<PAGE>

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

          (b)  In case of the appointment hereunder of a successor Trustee with
     respect to the Securities of one or more (but not all) series, the
     Partnership, the retiring Trustee and each successor Trustee with respect
     to the Securities of one or more series shall execute and deliver an
     indenture supplemental hereto wherein each successor Trustee shall accept
     such appointment and which (1) shall contain such provisions as shall be
     necessary or desirable to transfer and confirm to, and to vest in, each
     successor Trustee all the rights, powers, trusts and duties of the retiring
     Trustee with respect to the Securities of that or those series to which the
     appointment of such successor Trustee relates, (2) if the retiring Trustee
     is not retiring with respect to all Securities, shall contain such
     provisions as shall be deemed necessary or desirable to confirm that all
     the rights, powers, trusts and duties of the retiring Trustee with respect
     to the Securities of that or those series as to which the retiring Trustee
     is not retiring shall continue to be vested in the retiring Trustee, and
     (3) shall add to or change any of the provisions of this Indenture as shall
     be necessary to provide for or facilitate the administration of the trusts
     hereunder by more than one Trustee, it being understood that nothing herein
     or in such supplemental indenture shall constitute such Trustees
     co-trustees of the same trust and that each such Trustee shall be trustee
     of a trust or trusts hereunder separate and apart from any trust or trusts
     hereunder administered by any other such Trustee; and upon the execution
     and delivery of such supplemental indenture the resignation or removal of
     the retiring Trustee shall become effective to the extent provided therein
     and each such successor Trustee, without any further act, deed or
     conveyance, shall become vested with all the rights, powers, trusts and
     duties of the retiring Trustee with respect to the Securities of that or
     those series to which the appointment of such successor Trustee relates;
     but, on request of the Partnership or any successor Trustee, such retiring
     Trustee shall duly assign, transfer and deliver to such successor Trustee
     all property and money held by such retiring Trustee hereunder with respect
     to the Securities of that or those series to which the appointment of such
     successor Trustee relates.

          (c)  Upon request of any such successor Trustee, the Partnership shall
     execute any and all instruments for more fully and certainly vesting in and
     confirming to such successor Trustee all such rights, powers and trusts
     referred to in paragraph (a) or (b) of this Section 611, as the case may
     be.

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


                                       51
<PAGE>

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST PARTNERSHIP.

     Reference is made to Section 311 of the Trust Indenture Act. For purposes
of Section 311(b) of the Trust Indenture Act,

          (1)  the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (2)  the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Partnership for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Partnership arising from the making, drawing,
     negotiating or incurring of the draft, bill of exchange, acceptance or
     obligation.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Partnership and shall at all times be a corporation organized and doing business
under the laws of the United States of


                                       52
<PAGE>

America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 614, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 614, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 614.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section 614, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Partnership. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Partnership. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Partnership and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 614.

     Except with respect to an Authenticating Agent appointed at the request of
the Partnership, the Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 614,
and the Trustee shall be entitled to be reimbursed by the Partnership for such
payments, subject to the provisions of Section 607.

     If an appointment with respect to one or more series is made pursuant to
this Section 614, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

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


                                       53
<PAGE>

                                      _________________________________________,
                                                As Trustee

                                      By:  _____________________________________
                                                As Authenticating Agent

                                      By: ______________________________________
                                                Authorized Officer


                                  ARTICLE VII

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

SECTION 701. PARTNERSHIP TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

          (a)  semi-annually, not more than 15 days after each Regular Record
     Date for a series of Securities, a list for such series of Securities, in
     such form as the Trustee may reasonably require, of the names and addresses
     of the Holders of Securities of such series as of such Regular 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 content as of a date not more than 15 days prior to the
     time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished with respect to such series of
Securities.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
     practicable, the names and addresses of Holders contained in the most
     recent list furnished to the Trustee as provided in Section 701 and the
     names and addresses of Holders received by the Trustee in its capacity as
     Security Registrar. The Trustee may destroy any list furnished to it as
     provided in Section 701 upon receipt of a new list so furnished.

          (b)  If three or more Holders (herein referred to as "applicants")
     apply in writing to the Trustee, and furnish to the Trustee reasonable
     proof that each such applicant has owned a Security for a period of at
     least six months preceding the date of such application, and such
     application states that the applicants desire to communicate with other
     Holders with respect to their rights under this Indenture or under the
     Securities and is accompanied by a copy of the form of proxy or other
     communication which such


                                       54
<PAGE>

     applicants propose to transmit, then the Trustee shall, within five
     business days after the receipt of such application, at its election,
     either

               (i)  afford such applicants access to the information preserved
          at the time by the Trustee in accordance with Section 702(a), or

               (ii) inform such applicants as to the approximate number of
          Holders whose names and addresses appear in the information preserved
          at the time by the Trustee in accordance with Section 702(a) , and as
          to the approximate cost of mailing to such Holders the form of proxy
          or other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

          (c)  Every Holder of Securities, by receiving and holding the same,
     agrees with the Partnership and the Trustee that neither the Partnership
     nor the Trustee nor any agent of either of them shall be held accountable
     by reason of the disclosure of any such information as to the names and
     addresses of the Holders in accordance with Section 702(b), regardless of
     the source from which such information was derived, and that the Trustee
     shall not be held accountable by reason of mailing any material pursuant to
     a request made under Section 702(b).

SECTION 703. REPORTS BY TRUSTEE.

     Any Trustee's report required pursuant to Section 313(a) of the Trust
Indenture Act shall be dated as of May 15, and shall be transmitted within 60
days after May 15 of each year, commencing with the year 2002, by mail to all
Holders, as their names and addresses appear in the Security Register. A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange or automated quotation system, as

                                       55
<PAGE>

applicable, upon which any Securities are listed or traded, with the Commission
and with the Partnership. The Partnership will notify the Trustee when any
Securities are listed on any stock exchange or traded on any automated quotation
system.

SECTION 704. REPORTS BY PARTNERSHIP.

     The Partnership shall:

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

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

          (c)  transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Partnership pursuant to clauses (a) and (b) of
     this Section 704 as may be required by rules and regulations prescribed
     from time to time by the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. PARTNERSHIP MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

          (3)  (A) in the case of a merger, the Partnership is the surviving
     entity, or (B) the Person formed by such consolidation or into which the
     Partnership is merged or the Person which acquires by sale or transfer, or
     which leases, the properties and assets of the Partnership as, or
     substantially as, an entirety expressly assumes, by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     reasonably satisfactory to the Trustee, the due and punctual payment of the
     principal of and any


                                       56
<PAGE>

     premium and interest on all the Securities and the performance or
     observance of every covenant of this Indenture on the part of the
     Partnership to be performed or observed and shall have expressly provided
     for conversion rights in respect of any series of Outstanding Securities
     with conversion rights;

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

          (5)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have occurred and be continuing; and

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

SECTION 802. SUCCESSOR SUBSTITUTED.

     Upon any consolidation of the Partnership with, or merger of the
Partnership into, any other Person or any sale, transfer or lease of the
properties and assets of the Partnership as, or substantially as, an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Partnership is merged or to which such sale, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Partnership under this Indenture with the same effect as if
such successor Person had been named originally as the Partnership herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Partnership, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (7)  to evidence the succession of another Person to the Partnership
     and the assumption by any such successor of the covenants of the
     Partnership herein and in the Securities; or

          (8)  to add to the covenants of the Partnership such further
     covenants, restrictions, conditions or provisions as the Partnership shall
     consider to be appropriate for the benefit of the Holders of all or any
     series of Securities (and if such covenants,


                                       57
<PAGE>

     restrictions, conditions or provisions are to be for the benefit of less
     than all series of Securities, stating that such covenants are expressly
     being included solely for the benefit of such series) or to surrender any
     right or power herein conferred upon the Partnership and to make the
     occurrence, or the occurrence and continuance, of a Default in any such
     additional covenants, restrictions, conditions or provisions an Event of
     Default permitting the enforcement of all or any of the several remedies
     provided in this Indenture as herein set forth; 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 an Event of Default or may limit the remedies available to the Trustee
     upon such an Event of Default or may limit the right of the Holders of a
     majority in aggregate principal amount of the Securities of such series to
     waive such an Event of Default; or

          (9)  to add any additional Defaults or Events of Default in respect of
     all or any series of Securities; or

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

          (11) to change or eliminate any of the provisions of this Indenture,
     PROVIDED that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

          (12) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301, including to reopen any series of any
     Securities as permitted under Section 301; or

          (13) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the 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, pursuant to the requirements
     of Section 611(b); or

          (14) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, to comply
     with any applicable mandatory provision of law or to make any other
     provisions with respect to matters or questions arising under this
     Indenture which shall not adversely affect the interests of the Holders of
     Securities of any series in any material respect; or

          (15) to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to effect the qualification of this
     Indenture under the Trust Indenture Act or under any similar federal
     statute subsequently enacted, and to add to this


                                       58
<PAGE>

     Indenture such other provisions as may be expressly required under the
     Trust Indenture Act.

The Trustee is hereby authorized to join with the Partnership in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations 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.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of all series affected by such
supplemental indenture, by Act of said Holders delivered to the Partnership and
the Trustee, the Partnership, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; PROVIDED,
HOWEVER, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

          (1)  change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of the principal
     of an Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     502, or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or

          (2)  modify the provisions of this Indenture in a manner adversely
     affecting any right to convert or exchange any Security into another
     security; or

          (3)  reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (4)  modify any of the provisions of this Section 902, Section 513 or
     Section 1006, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, PROVIDED, HOWEVER, that this clause (4) shall not be deemed to
     require the consent of any Holder with respect to changes in the references
     to "the Trustee" and concomitant changes in this Section 902,


                                       59
<PAGE>

     or the deletion of this proviso, in accordance with the requirements of
     Sections 611(b) and 901(7).

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

     It shall not be necessary for any Act of Holders under this Section 902 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


                                       60
<PAGE>

                                    ARTICLE X

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

     The Partnership will maintain in the Borough of Manhattan, The City of New
York, and in each other Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Partnership in
respect of the Securities of that 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 Corporate Trust
Office of the Trustee, and the Partnership hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

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

     Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Partnership hereby initially designates as the
Place of Payment for each series of Securities The City and State of New York,
and initially appoints the Trustee at its Corporate Trust Office as the
Partnership's office or agency for each such purpose in such city.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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


                                       61
<PAGE>

     Whenever the Partnership shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
and any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal and any premium or interest
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Partnership will promptly notify the Trustee of its action
or failure so to act. For purposes of this Section 1003, should a due date for
principal of and any premium or interest on, or sinking fund payment with
respect to any series of Securities not be on a Business Day, such payment shall
be due on the next Business Day without any interest for the period from the due
date until such Business Day.

     The Partnership will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 1003, that such Paying Agent will:

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

          (6)  give the Trustee notice of any default by the Partnership (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal (and premium, if any) or interest, if any, on the
     Securities of that series; and

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

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

     Subject to any applicable escheat or abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Partnership,
in trust for the payment of the principal of and any premium or interest on any
Security of any series and remaining unclaimed for one year after such principal
and any premium or interest has become due and payable shall be paid to the
Partnership on Partnership Request, or (if then held by the Partnership) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Partnership for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Partnership as trustee thereof, shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Partnership cause to be published once, in a newspaper published in the English
language, customarily published


                                       62
<PAGE>

on each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Partnership.

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

     Annually, within 150 days after the close of each fiscal year beginning
with the fiscal year ending December 31, 2002, the Partnership will deliver to
the Trustee a brief certificate (which need not include the statements set forth
in Section 103) from the principal executive officer, principal financial
officer or principal accounting officer of the General Partner of the
Partnership as to his or her knowledge of the Partnership's compliance (without
regard to any period of grace or requirement of notice provided herein) with all
conditions and covenants under the Indenture and, if the Partnership shall be in
Default, specifying all such Defaults and the nature and status thereof of which
such officer has knowledge.

SECTION 1005. EXISTENCE.

     Subject to Article VIII, the Partnership will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the
Partnership shall not be required to preserve any such right or franchise if it
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Partnership.

SECTION 1006. WAIVER OF CERTAIN COVENANTS.

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

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

SECTION 1007. ADDITIONAL AMOUNTS.

     If the Securities of a series provide for the payment of additional amounts
(as provided in Section 301(18)), at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities and at least 10 days
prior to each date of payment of principal of, premium, if any, or interest on
the Securities of that series if there has been a change with respect to the


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matters set forth in the below-mentioned Officers' Certificate, the Partnership
shall furnish to the Trustee and the principal paying agent, if other than the
Trustee, an Officers' Certificate instructing the Trustee and such paying agent
whether such payment of principal of, premium, if any, or interest on the
Securities of that series shall be made to holders of the Securities of that
series without withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any
such withholding or deduction shall be required, then such Officers' Certificate
shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such holders and shall certify the fact that additional
amounts will be payable and the amounts so payable to each holder, and the
Partnership shall pay to the Trustee or such paying agent the additional amounts
required to be paid by this Section 1007. The Partnership covenants to indemnify
the Trustee and any paying agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officers' Certificate furnished pursuant to this
Section 1007.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Securities of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Partnership to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the
Partnership of less than all the Securities of any series, the Partnership
shall, not less than 30 nor more than 60 days prior to the Redemption Date fixed
by the Partnership (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (1) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (2) pursuant to an election
of the Partnership which is subject to a condition specified in the terms of


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such Securities, the Partnership shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed),
the particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by lottery for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

     The Trustee shall promptly notify the Partnership in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed. If the
Securities of any series to be redeemed consist of Securities having different
dates on which the principal is payable or different rates of interest, or
different methods by which interest may be determined or have any other
different tenor or terms, then the Partnership may, by written notice to the
Trustee, direct that the Securities of such series to be redeemed shall be
selected from among the groups of such Securities having specified tenor or
terms and the Trustee shall thereafter select the particular Securities to be
redeemed in the manner set forth in the preceding paragraph from among the group
of such Securities so specified.

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

SECTION 1104. NOTICE OF REDEMPTION.

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

     All notices of redemption shall state:

          (8)  the Redemption Date,

          (9)  the Redemption Price,

          (10) if less than all the Outstanding Securities of any series and of
     a specified tenor are to be redeemed, the identification (and, in the case
     of partial redemption of any Securities, the principal amounts) of the
     particular Securities to be redeemed,

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


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          (12) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (13) that the redemption is for a sinking fund, if such is the case.

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

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

     On or prior to any Redemption Date, 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 as provided in Section 1003) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Partnership shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Partnership at the Redemption Price, together with accrued
interest to the Redemption Date; PROVIDED, HOWEVER, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

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

SECTION 1107. SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Partnership or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Partnership 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 Security without
service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.


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<PAGE>

                                  ARTICLE XII

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series 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 Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Partnership (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Partnership pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), 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, 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 Securities of that series pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Partnership in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.


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<PAGE>

                                  ARTICLE XIII

                                   DEFEASANCE


SECTION 1301. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 301 for
Securities of such series.

SECTION 1302. LEGAL DEFEASANCE.

     In addition to discharge of this Indenture pursuant to Section 401, the
Partnership shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series on the 91st day after the
date of the deposit referred to in clause (1) below, and the provisions of
this Indenture with respect to the Securities of such series shall no longer
be in effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series and the Partnership's right of optional
redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen
Securities, (iii) rights of Holders of Securities to receive, solely from the
trust fund described in Section 1304 and as more fully set forth in such
Section, payments of principal thereof and interest thereon, upon the
original stated due dates therefor or on the specified redemption dates
therefor (but not upon acceleration), and remaining rights of the holders to
receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, and the
Partnership's obligations in connection therewith (including, but not limited
to, Section 607), (v) the rights, if any, to convert or exchange the
Securities of such series, (vi) the rights of the Holders of Securities of
such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and (vii) the obligations of
the Partnership under Section 1002), and the Trustee, at the expense of the
Partnership, shall, upon a Partnership Request, execute proper instruments
acknowledging the same, if the conditions set forth below are satisfied
(hereinafter, "defeasance"):

          (14) The Partnership has irrevocably deposited or caused to be
     deposited with the Trustee as trust funds in trust, for the purposes of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in legal coin or currency
     of the United States, U.S. Government Obligations, maturing as to principal
     and interest at such times and in such amounts as will insure the
     availability of cash in an amount, or (C) a combination thereof, certified
     to be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay (i) the principal and interest and
     premium, if any, on all Securities of such series on each date that such
     principal, interest or premium, if any, is due and payable or on any
     Redemption Date established pursuant to clause (3) below, and (ii) any
     mandatory sinking fund payments on the dates on which such payments are due
     and payable in accordance with the terms of this Indenture and the
     Securities of such series;


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<PAGE>

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

          (16) If the Securities are to be redeemed prior to Stated Maturity
     (other than from mandatory sinking fund payments or analogous payments),
     notice of such redemption shall have been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee shall have been
     made;

          (17) No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default shall have occurred and be
     continuing on the date of such deposit;

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

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

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

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

     For this purpose, such defeasance means that the Partnership and any other
obligor upon the Securities of such series shall be deemed to have paid and
discharged the entire debt represented by the Securities of such series, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
1304 and the rights and obligations referred to in clauses (i) through (vii),
inclusive, of the first paragraph of this Section 1302, and to have satisfied
all its other obligations under the Securities of such series and this Indenture
insofar as the Securities of such series are concerned.

     Notwithstanding the foregoing, if an Event of Default specified in Section
501(4) or 501(5), or an event which with lapse of time would become such an
Event of Default, shall occur during the period ending on the 91st day after the
date of the deposit referred to in clause (1) or, if longer, ending on the day
following the expiration of the longest preference period applicable


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<PAGE>

to the Partnership in respect of such deposit, then, effective upon such
occurrence, the defeasance pursuant to this Section 1302 and such deposit shall
be rescinded and annulled, and the Partnership, the Trustee and the Holders of
the Securities of such series shall be restored to their former positions.

SECTION 1303. COVENANT DEFEASANCE.

     The Partnership and any other obligor shall be released on the 91st day
after the date of the deposit referred to in clause (1) below from its
obligations under Sections 704, 801 and 1005, with respect to the Securities of
any series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and the Securities of such series shall
thereafter be deemed to be not "Outstanding" for the purposes of any request,
demand, authorization, direction, notice, waiver, consent or declaration or
other action or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed Outstanding for
all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Securities of such series, the Partnership may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, whether directly or indirectly by
reason of any reference elsewhere herein to such Section or by reason of any
reference in such Section to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of
Default under Section 501, but, except as specified above, the remainder of this
Indenture and the Securities of such series shall be unaffected thereby. The
following shall be the conditions to application of this Section 1303:

          (1) The Partnership has irrevocably deposited or caused to be
     deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series, (A) cash in an amount, or (B) in the case of any series of
     Securities the payments on which may only be made in legal coin or currency
     of the United States, U.S. Government Obligations, maturing as to principal
     and interest at such times and in such amounts as will insure the
     availability of cash in a amount, or (C) a combination thereof, sufficient,
     in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     Trustee, to pay (i) the principal and interest and premium, if any, on all
     Outstanding Securities of such series on each date that such principal,
     interest or premium, if any, is due and payable or on any Redemption Date
     established pursuant to clause (2) below, and (ii) any mandatory sinking
     fund payments on the day on which such payments are due and payable in
     accordance with the terms of this Indenture and the Securities of such
     series;

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


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<PAGE>

          (3) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default shall have occurred and be continuing
     on the date of such deposit;

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

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

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

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

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

     Notwithstanding the foregoing, if an Event of Default specified in Section
501(4) or 501(5), or an event which with lapse of time would become such an
Event of Default, shall occur during the period ending on the 91st day after the
date of the deposit referred to in clause (1) or, if longer, ending on the day
following the expiration of the longest preference period applicable to the
Partnership in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 1303 and such deposit shall be rescinded
and annulled, and the Partnership, the Trustee and the Holders of the Securities
of such series shall be restored to their former positions.

SECTION 1304. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
              SECURITIES.

     Subject to the provisions of the last paragraph of Section 1003, all moneys
or U.S. Government Obligations (including proceeds thereof) deposited with the
Trustee pursuant to Section 1302 or 1303 (and all funds earned on such moneys or
U.S. Government Obligations) shall be held in trust and applied by it, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Partnership
acting as its own Paying Agent), to the Holders of the particular Securities of
such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and any premium and interest; but such money need not be segregated
from other funds except to the extent required by law.


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<PAGE>

Subject to Sections 1302 and 1303, the Trustee shall promptly pay to the
Partnership upon request any excess moneys held by it at any time.

SECTION 1305. REPAYMENT TO PARTNERSHIP.

     The Trustee and any Paying Agent promptly shall pay or return to the
Partnership upon Partnership Request any money and U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of, premium, if any, and any interest on the Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
1302 or 1303.

     The provisions of the last paragraph of Section 1003 shall apply to any
money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for one year after the Maturity of any series of Securities for which
money or U.S. Government Obligations have been deposited pursuant to Section
1302 or 1303.

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


                                  ARTICLE XIV

                           SUBORDINATION OF SECURITIES


SECTION 1401. SECURITIES SUBORDINATED TO SENIOR DEBT.

          (1) The Partnership, for itself, its successors and assigns, covenants
     and agrees, and each Holder of Securities, by his acceptance thereof,
     likewise covenants and agrees, that the payment of the principal of (and
     premium, if any), and interest on each and all of the Securities is hereby
     expressly subordinated, to the extent and in the manner hereinafter set
     forth, in right of payment to the prior payment in full of all Senior Debt
     of the Partnership.

          (2) If (A) the Partnership shall default in the payment of any
     principal of, premium, if any, or interest, if any, on any Senior Debt of
     the Partnership when the same becomes due and payable, whether at maturity
     or at a date fixed for prepayment or by declaration of acceleration or
     otherwise, or (B) any other default shall occur with respect to Senior Debt
     of the Partnership and the maturity of such Senior Debt has been
     accelerated in accordance with its terms, then, upon written notice of such
     default to the Partnership and the Trustee by the holders of Senior Debt of
     the Partnership or any trustee therefor, unless and until, in either case,
     the default has been cured or waived or has ceased to exist, or, any such
     acceleration has been rescinded or such Senior Debt has been paid in full,
     no direct or indirect payment (in cash, property, securities, by set-off or
     otherwise) shall be made or agreed to be made on account of the principal
     of, premium, if any, or interest, if any, on any of the Securities, or in
     respect of any redemption, retirement, purchase or other acquisition of any
     of the Securities other than those made in capital stock of the Partnership
     (or cash in lieu of factional shares thereof).


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<PAGE>

          (3) If any default occurs under the Senior Debt of the Partnership,
     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 at the expiration of any applicable grace periods (a
     "Senior Nonmonetary Default"), then, upon the receipt by the Partnership
     and the Trustee of written notice thereof (a "Payment Blockage Notice")
     from or on behalf of holders of such Senior Debt of the Partnership
     specifying an election to prohibit such payment and other action by the
     Partnership in accordance with the following provisions of this paragraph
     (3), the Partnership may not make any payment or take any other action that
     would be prohibited by paragraph (2) of this Section 1401 during the period
     (the "Payment Blockage Period") commencing on the date of receipt of such
     Payment Blockage Notice and ending on the earlier of (A) the date, if any,
     on which the holders of such Senior Debt or their representative notifies
     the Trustee that such Senior Nonmonetary Default is cured or waived or
     ceases to exist or the Senior Debt to which such Senior Nonmonetary Default
     relates is discharged or (B) the 179th day after the date of receipt of
     such Payment Blockage Notice. Notwithstanding the provisions described in
     the immediately preceding sentence, the Partnership may resume payments on
     the Securities following such Payment Blockage Period.

SECTION 1402. DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND REORGANIZATION;
              SUBROGATION OF SECURITIES.

     Upon any distribution of assets of the Partnership upon any dissolution,
winding up, liquidation or reorganization of the Partnership, whether in
bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Partnership or otherwise (subject to the power of a court
of competent jurisdiction to make other equitable provision reflecting the
rights conferred in this Indenture upon the Senior Debt of the Partnership and
the holders thereof with respect to the Securities and the Holders thereof by a
lawful plan or reorganization under applicable bankruptcy law).

          (1) the holders of all Senior Debt of the Partnership shall be
     entitled to receive payment in full of the principal thereof, premium, if
     any, interest, and any interest thereon, due thereon before the Holders of
     the Securities are entitled to receive any payment upon the principal,
     premium, interest of or on the Securities or interest on overdue amounts
     thereof; and

          (2) any payment or distribution of assets of the Partnership of any
     kind or character, whether in cash, property or securities, to which the
     Holders of the Securities or the Trustee (on behalf of the Holders) would
     be entitled except for the provisions of this Article shall be paid by the
     liquidating trustee or agent or other person making such payment or
     distribution, whether a trustee in bankruptcy, a receiver or liquidating
     trustee or otherwise, directly to the holders of Senior Debt of the
     Partnership or their representative or representatives or to the trustee or
     trustees under any indenture under which any instruments evidencing any of
     such Senior Debt may have been issued, ratably according to the aggregate
     amounts remaining unpaid on account of the principal of, premium, if any,
     interest, and any interest thereon, on the Senior Debt of the Partnership
     held or represented by each, to the extent necessary to make payment in
     full of all Senior


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<PAGE>

     Debt of the Partnership remaining unpaid, after giving effect to any
     concurrent payment or distribution to the holders of such Senior Debt; and

          (3) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Partnership of any kind or character, whether
     in cash, property or securities, shall be received by the Trustee (on
     behalf of the Holders) or the Holders of the Securities before all Senior
     Debt of the Partnership is paid in full, such payment or distribution shall
     be paid over to the holders of such Senior Debt or their representative or
     representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Debt may have been
     issued, ratably as aforesaid, for application to the payment of all Senior
     Debt remaining unpaid until all such Senior Debt shall have been paid in
     full, after giving effect to any concurrent payment or distribution to the
     holders of such Senior Debt.

     Subject to the payment in full of all Senior Debt of the Partnership, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Debt to receive payments or distributions of cash, property or
securities of the Partnership applicable to Senior Debt of the Partnership until
the principal, premium, interest, and any interest thereon, of or on the
Securities shall be paid in full and no such payments or distributions to the
Holders of the Securities of cash, property or securities otherwise
distributable to the Senior Debt of the Partnership shall, as between the
Partnership, its creditors other than the holders of Senior Debt of the
Partnership, and the Holders of the Securities, be deemed to be a payment by the
Partnership to or on account of the Securities. It is understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of Senior Debt of the Partnership, on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Partnership, its creditors other
than the holders of Senior Debt of the Partnership, and the Holders of the
Securities, the obligation of the Partnership, which is unconditional and
absolute, to pay to the Holders of the Securities the principal, premium,
interest, and any interest thereon, of or on the Securities as and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Securities and creditors of the
Partnership other than the holders of Senior Debt of the Partnership, nor shall
anything herein or in the Securities prevent the Trustee or the Holder of any
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
of the holders of such Senior Debt in respect of cash, property or securities of
the Partnership received upon the exercise of any such remedy. Upon any payment
or distribution of assets of the Partnership referred to in this Article, the
Trustee shall be entitled to conclusively rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of Senior Debt of the Partnership and other
indebtedness of the Partnership, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon, and all other facts pertinent
thereto or to this Article.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the Partnership. The Trustee shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Partnership moneys or assets to


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<PAGE>

which any holder of Senior Debt of the Partnership shall be entitled by virtue
of this Article. The rights and claims of the Trustee under Section 607 shall
not be subject to the provisions of this Article.

     If the Trustee or any Holder of Securities does not file a proper claim or
proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding,
then the holder of any Senior Debt of the Partnership is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.

SECTION 1403. PAYMENTS ON SECURITIES PERMITTED.

     Nothing contained in this Indenture or in any of the Securities shall (1)
affect the obligation of the Partnership to make, or prevent the Partnership
from making, at any time except as provided in Sections 1401 and 1402, payments
of principal, premium, interest, and any interest thereon, of or on the
Securities or (2) prevent the application by the Trustee of any moneys deposited
with it hereunder to the payment of or on account of the principal, premium,
interest or other amounts, and any interest thereon, of or on the Securities
unless the Trustee shall have received at its Corporate Trust Office written
notice of any event prohibiting the making of such payment two Business Days (A)
prior to the date fixed for such payment, (B) prior to the execution of an
instrument to satisfy and discharge this Indenture based upon the deposit of
funds under Section 401(1)(a), (C) prior to the execution of an instrument
acknowledging the defeasance of such Securities pursuant to Section 1302 or (D)
prior to any deposit pursuant to clause (1) of Section 1303 with respect to such
Securities.

SECTION 1404. AUTHORIZATION OF HOLDERS OF SECURITIES TO TRUSTEE TO EFFECT
              SUBORDINATION.

     Each Holder of Securities by his acceptance thereof, whether upon original
issue or upon transfer or assignment, authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

SECTION 1405. NOTICES TO TRUSTEE.

     The Partnership shall give prompt written notice to a Responsible Officer
of the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Partnership which would prevent the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the Provisions of this
Article or any other provisions of this Indenture, neither the Trustee nor any
Paying Agent (other than the Partnership) shall be charged with knowledge of the
existence of any Senior Debt of the Partnership or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Partnership or from the holder of any Senior Debt of the Partnership or
from the trustee for or representative of any Senior Debt of the Partnership
together with proof satisfactory to the Trustee of such holding of such Senior
Debt or of the authority of such trustee or representative; PROVIDED, HOWEVER,
that if at least two Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any


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<PAGE>

purpose (including, without limitation, the payment of the principal, premium,
interest, of or on any Security, or any interest thereon) or the date on which
the Trustee shall execute an instrument acknowledging satisfaction and discharge
of this Indenture or the defeasance of Securities pursuant to Section 1302 or
the date on which a deposit pursuant to clause (1) of Section 1303 is made, the
Trustee shall not have received with respect to such moneys or the moneys
deposited with it as a condition to such satisfaction and discharge or
defeasance the notice provided for in this Section 1405, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary,
which may be received by it on or after such two Business Days prior to such
date. The Trustee shall be entitled to conclusively rely on the delivery to it
of a written notice by a person representing himself to be a holder of Senior
Debt of the Partnership (or a trustee or representative on behalf of such
holder) to establish that such a notice has been given by a holder of Senior
Debt of the Partnership or a trustee or representative on behalf of any such
holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt of the Partnership to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt of the Partnership held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article 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.

SECTION 1406. TRUSTEE AS HOLDER OF SENIOR DEBT.

     The Trustee shall be entitled to all the rights set forth in this Article
in respect of any Senior Debt of the Partnership at any time held by it to the
same extent as any other holder of Senior Debt of the Partnership and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

SECTION 1407. MODIFICATION OF TERMS OF SENIOR DEBT.

     Any renewal or extension of the time of payment of any Senior Debt of the
Partnership or the exercise by the holders of Senior Debt of the Partnership of
any of their rights under any instrument creating or evidencing such Senior
Debt, including without limitation the waiver of default thereunder, may be made
or done all without notice to or assent from Holders of the Securities or the
Trustee.

     No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior Debt of
the Partnership is outstanding or of such Senior Debt, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article or of the
Securities relating to the subordination thereof.


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<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.

                                       TC PipeLines, LP

                                       By: TC PipeLines GP, Inc.,
                                           Its General Partner

                                           By:  ________________________________
                                           Name:  ______________________________
                                           Title:  _____________________________





                                       BANK ONE TRUST COMPANY, N.A., as Trustee

                                       By:  ____________________________________
                                       Name:  __________________________________
                                       Title:  _________________________________


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