Conformed Copy



                                  KINDER MORGAN
                              ENERGY PARTNERS, L.P.

                                     Issuer

                                       and

                            FIRST UNION NATIONAL BANK

                                     Trustee

                                    ---------

                                    INDENTURE

                           Dated as of January 2, 2001

                                    ---------

                             SENIOR DEBT SECURITIES

                                    ---------







<PAGE>

                       KINDER MORGAN ENERGY PARTNERS, L.P.

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE
                          TRUST INDENTURE ACT OF 1939:
Trust Indenture
   Act Section                                Indenture Section
-------------------                         ---------------------
ss.310(a)(1).................................                 609
      (a)(2).................................                 609
      (a)(3).................................      Not Applicable
      (a)(4).................................      Not Applicable
      (b)....................................            608; 610
ss.311(a)....................................                 613
      (b)....................................                 613
ss.312(a)....................................            701; 702
      (b)....................................                 702
      (c)....................................                 702
ss.313(a)....................................                 703
      (b)....................................                 703
      (c)....................................                 703
      (d)....................................                 703
ss.314(a)....................................                 704
      (a)(4).................................                1004
      (b)....................................      Not Applicable
      (c)(1).................................                 102
      (c)(2).................................                 102
      (c)(3).................................      Not Applicable
      (d)....................................      Not Applicable
      (e)....................................                 102
ss.315(a)....................................            601, 603
      (b)....................................                 602
      (c)....................................                 601
      (d)....................................                 601
      (e)....................................                 514
ss.316(a)....................................                 101
      (a)(1)(A)..............................            502; 512
      (a)(1)(B)..............................                 513
      (a)(2).................................      Not Applicable
      (b)....................................                 508
      (c)....................................                 104
ss.317(a)(1).................................                 503
      (a)(2).................................                 504
      (b)....................................                1003
ss.318(a)....................................                 107
---------------

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


                                       i
<PAGE>


                                TABLE OF CONTENTS


                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS......................................................1
SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS............................10
SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE..........................11
SECTION 104.  ACTS OF HOLDERS; RECORD DATES...................................12
SECTION 105.  NOTICES, ETC., TO TRUSTEE AND PARTNERSHIP.......................13
SECTION 106   NOTICE TO HOLDERS; WAIVER.......................................13
SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT...............................14
SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS........................14
SECTION 109.  SUCCESSORS AND ASSIGNS..........................................14
SECTION 110.  SEPARABILITY CLAUSE.............................................14
SECTION 111.  BENEFITS OF INDENTURE...........................................14
SECTION 112.  GOVERNING LAW...................................................14
SECTION 113.  LEGAL HOLIDAYS..................................................15
SECTION 114.  LANGUAGE OF NOTICES, ETC........................................15
SECTION 115.  INTEREST LIMITATION.............................................15
SECTION 116.  NON-RECOURSE TO THE GENERAL PARTNER; NO PERSONAL LIABILITY
              OF OFFICERS, DIRECTORS, EMPLOYEES OR PARTNERS...................16

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201.  FORMS GENERALLY.................................................16
SECTION 202.  FORM OF FACE OF SECURITY........................................17
SECTION 203.  FORM OF REVERSE OF SECURITY.....................................19
SECTION 204.  GLOBAL SECURITIES...............................................24
SECTION 205.  FORM OF TRUSTEE'S CERTIFICATE AND AUTHORIZATION.................25

                                   ARTICLE III

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES............................26
SECTION 302.  DENOMINATIONS...................................................29
SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING..................29
SECTION 304.  TEMPORARY SECURITIES............................................31
SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.............32
SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES................33
SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED................ .34
SECTION 308.  PERSONS DEEMED OWNERS...........................................36
SECTION 309.  CANCELLATION....................................................36
SECTION 310.  COMPUTATION OF INTEREST.........................................36
SECTION 311.  CUSIP NUMBERS...................................................36

                                       ii
<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.........................37
SECTION 402.  APPLICATION OF TRUST MONEY......................................38

                                    ARTICLE V

                                    REMEDIES

SECTION 501.  EVENTS OF DEFAULT...............................................38
SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..............39
SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
              TRUSTEE.........................................................40
SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM................................41
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............................................43
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

                                   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.........................48
SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.........................49
SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...............49
SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................50
SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.....51
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...53

                                      iii

<PAGE>

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS..........54
SECTION 703.  REPORTS BY TRUSTEE..............................................54
SECTION 704.  REPORTS BY PARTNERSHIP..........................................54

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  PARTNERSHIP AND GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON
              CERTAIN TERMS...................................................55
SECTION 802.  SUCCESSOR SUBSTITUTED...........................................56

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..............56
SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................57
SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES............................58
SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES...............................58
SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.............................58
SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............58

                                    ARTICLE X

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST......................59
SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.................................59
SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST...............59
SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.............................60
SECTION 1005. EXISTENCE.......................................................61
SECTION 1006. LIMITATIONS ON LIENS............................................61
SECTION 1007. RESTRICTION OF SALE-LEASEBACK TRANSACTION.......................62
SECTION 1008. WAIVER OF CERTAIN COVENANTS.....................................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...............64
SECTION 1104. NOTICE OF REDEMPTION............................................65
SECTION 1105. DEPOSIT OF REDEMPTION PRICE.....................................65
SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE...........................65
SECTION 1107. SECURITIES REDEEMED IN PART.....................................66

                                       iv
<PAGE>

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE........................................66
SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES...........66
SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.......................67

                                  ARTICLE XIII

                                   DEFEASANCE

SECTION 1301. APPLICABILITY OF ARTICLE........................................67
SECTION 1302. LEGAL DEFEASANCE................................................67
SECTION 1303. COVENANT DEFEASANCE.............................................69
SECTION 1304. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
              OF SECURITIES...................................................70
SECTION 1305. REPAYMENT TO PARTNERSHIP........................................71
SECTION 1306. REINSTATEMENT...................................................71

                                   ARTICLE XIV

                             GUARANTY OF SECURITIES

SECTION 1401. RETIREMENT FOR GUARANTY.........................................71
SECTION 1402. RELEASE OF GUARANTY.............................................72

     Annex A

                                       v
<PAGE>


     INDENTURE  dated as of  January  2,  2001,  between  KINDER  MORGAN  ENERGY
PARTNERS,  L.P., a Delaware limited partnership (the "Partnership"),  having its
principal  office at One Allen Center,  Suite 1000, 500 Dallas  Street,  Houston
Texas, 77002, and FIRST UNION NATIONAL BANK, a national banking association,  as
Trustee (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
debentures,  notes or other evidences of indebtedness (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 agreed,  for the equal and proportionate
benefit of all Holders of the Securities or of any 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,  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 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;

<PAGE>


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

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

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

      "Adjusted Net Assets" has the meaning specified in Section 108 of Annex A.

      "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.

      "Attributable Indebtedness",  when used with respect to any Sale-Leaseback
Transaction,  means,  as  at  the  time  of  determination,  the  present  value
(discounted at the rate set forth or implicit in the terms of the lease included
in such  transaction) of the total obligations of the lessee for rental payments
(other  than  amounts  required  to  be  paid  on  account  of  property  taxes,
maintenance,  repairs, insurance,  assessments,  utilities,  operating and labor
costs and other  items that do not  constitute  payments  for  property  rights)
during  the  remaining  term  of  the  lease  included  in  such  Sale-Leaseback
Transaction  (including any period for which such lease has been  extended).  In
the case of any lease that is  terminable  by the lessee  upon the  payment of a
penalty or other  termination  payment,  such amount  shall be the lesser of the
amount  determined  assuming  termination  upon the first date such lease may be
terminated  (in which  case the  amount  shall  also  include  the amount of the
penalty or termination  payment,  but no rent shall be considered as required to
be paid under such  lease  subsequent  to the first date upon which it may be so
terminated) or the amount determined assuming no such termination.

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

      "Authorized Agent" has the meaning specified in Section 105 of Annex A.

      "Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication,  customarily  published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place.

      "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.


                                      -2-
<PAGE>

      "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) of the Partnership.

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

      "Business  Day",  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.

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

      "Corporate  Trust  Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally  administered,
which at the date  hereof is 40 Broad  Street,  Suite  550,  New York,  New York
10004.

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


                                       -3-
<PAGE>


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

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

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

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

      "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.

      "Depositary"  means,  with respect to Securities of any series issuable 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.

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

      "Funding Guarantor" has the meaning specified in Section 103 of Annex A.

      "General Partner" means Kinder Morgan G.P., Inc., a Delaware corporation.

                                      -4-
<PAGE>


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

      "Guarantor"  means (i) each Subsidiary of the  Partnership  that becomes a
guarantor of the Securities of any series  pursuant to Section 1401 and (ii) any
Subsidiary of the Partnership that is a successor  corporation of any Subsidiary
of the  Partnership  referred to in clause (i). The term  "Guarantor"  shall not
include any Subsidiary of the Partnership referred to in clause (i) or (ii) that
shall have been  released  from its  obligations  under a Guaranty  pursuant  to
Section 1402.

      "Guaranty"  means a guaranty of the  Securities  of any series  containing
provisions  substantially  in the form  specified  in  Annex  A, and such  other
provisions, not inconsistent herewith, as are customary in guaranties,  executed
and  delivered by one or more  Subsidiaries  of the  Partnership  as required by
Section 1401.

      "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.

      "Issue  Date"means  with respect to any series of Debt  Securities  issued
under  either  Indenture  the date on which Debt  Securities  of that series are
initially issued under that Indenture.

      "Judgment Currency" has the meaning specified in Section 107 of Annex A.

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

      "Maturity",  when used with  respect  to any  Security,  means the date on
which the principal of such Security or an installment of principal  becomes due
and payable as therein or


                                      -5-

<PAGE>


herein   provided,   whether  at  the  Stated  Maturity  or  by  declaration  of
acceleration, call for redemption or otherwise.

      "Non-U.S. Guarantor" has the meaning specified in Section 105 of Annex A.

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

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

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

      "Original  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:

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

           (ii)  Securities  for  whose  payment  or  redemption  money  in  the
 necessary amount has been theretofore  deposited with the Trustee or any Paying
 Agent  (other than the  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 has been made;

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

           (iv)  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;


                                      -6-
<PAGE>

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,  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) above 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.

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

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

      "Partnership  Request" or  "Partnership  Order" means a written request or
order signed in the name of the  Partnership  by the Chairman of the Board,  the
Vice Chairman,  the President or a Vice President of the General Partner, and by
the Treasurer or Secretary of the General Partner, and delivered to the Trustee,
or if the  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 or 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
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.



                                      -7-
<PAGE>

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

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

      "Place of  Payment",  when  used with  respect  to the  Securities  of any
series,  means, unless otherwise  specifically provided for with respect to such
series as  contemplated  by Section 301,


                                      -8-
<PAGE>

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
specified 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.

      "Principal  Property"  means,  whether owned or leased on the date of this
Indenture or thereafter acquired,  (i) any pipeline assets of the Partnership or
any Subsidiary, including any related facilities employed in the transportation,
distribution,  storage or marketing of refined petroleum  products,  natural gas
liquids and carbon dioxide,  that are located in the United States of America or
any  territory or political  subdivision  thereof,  and (ii) any  processing  or
manufacturing  plant or  terminal  owned or  leased  by the  Partnership  or any
Subsidiary  that is located in the United  States or any  territory or political
subdivision thereof,  except, in the case of either of the foregoing clauses (i)
or (ii),  (A) any such  assets  consisting  of  inventories,  furniture,  office
fixtures and  equipment  (including  data  processing  equipment),  vehicles and
equipment used on, or useful with,  vehicles,  and (B) any such assets, plant or
terminal  which,  in the opinion of the Board of  Directors,  is not material in
relation to the  activities of the  Partnership  or of the  Partnership  and its
Subsidiaries, taken as a whole.

      "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.

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

      "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.

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


                                      -9-
<PAGE>

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

      "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.

SECTION 102.  Compliance Certificates and Opinions .

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


                                      -10-
<PAGE>

such  certificate  or  opinion  shall  be  given  in the  form  of an  Officers'
Certificate, if to be given by officers of the General Partner or any Guarantor,
or an Opinion of Counsel,  if to be given by counsel,  and shall comply with the
requirements of the Trust Indenture Act and any other  requirements set forth in
this Indenture.

      Every Officers' Certificate or Opinion of Counsel (except for certificates
provided for in 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 or not such  covenant or condition  has been
 complied with; and

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

SECTION 103.  Form of Documents Delivered to Trustee .

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

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

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



                                      -11-
<PAGE>


SECTION 104.  Acts of Holders; Record Dates.

      Any request, demand, authorization,  direction, notice, consent, waiver or
other action  provided or  permitted  by this  Indenture to be given or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed (either physically or by means of a facsimile
or an electronic  transmission,  provided that such  electronic  transmission is
transmitted through the facilities of a Depositary) by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are  delivered  (either  physically  or by means of a facsimile or an electronic
transmission,  provided that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required,  to the  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.

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

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

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

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


                                      -12-
<PAGE>

      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, whether or not such Holders remain
Holders after such record date.

SECTION 105.  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 or any Guarantor
 shall be sufficient for every purpose hereunder if made in writing and actually
 received by the Trustee at its office at 5847 San Felipe,  Suite 1050, Houston,
 Texas 77057,  or at any other  address  previously  furnished in writing by the
 Trustee, or

           (2) the  Partnership or any Guarantor by the Trustee or by any Holder
 shall be  sufficient  for every  purpose  hereunder  (unless  otherwise  herein
 expressly  provided) if in writing and mailed,  first-class postage prepaid, to
 the  Partnership or a Guarantor,  if any,  addressed to it at One Allen Center,
 Suite 1000, 500 Dallas, Houston Texas, 77002, to the attention of the Corporate
 Secretary,  or at any other  address  previously  furnished  in  writing to the
 Trustee by the Partnership.

SECTION 106.  Notice to Holders; Waiver.

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


                                      -13-
<PAGE>

      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 107.  Conflict with Trust Indenture Act.

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

SECTION 108.  Effect of Headings and Table of Contents.

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

SECTION 109.  Successors and Assigns.

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

SECTION 110.  Separability Clause.

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

SECTION 111.  Benefits of Indenture.

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

SECTION 112.  Governing Law.

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


                                      -14-
<PAGE>

SECTION 113.  Legal Holidays.

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

SECTION 114.  Language of Notices, Etc .

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

SECTION 115.  Interest Limitation.

      It is  the  intention  of  the  Partnership  to  conform  strictly  to all
applicable  usury  laws  and  any  subsequent  revisions,  repeals  or  judicial
interpretations thereof.  Accordingly,  if the transactions  contemplated hereby
would be usurious under any applicable law then, in that event,  notwithstanding
anything to the contrary in the  Securities or this  Indenture,  it is agreed as
follows: (i) the aggregate of all consideration which constitutes interest under
applicable  law with respect to a Security shall under no  circumstances  exceed
the maximum amount  allowed by applicable  law, and any excess shall be credited
to the principal  amount of such  Security (or, if the principal  amount of such
Security  shall have been paid in full,  refunded  to the  Partnership),  to the
extent  permitted by applicable  law; and (ii) in the event that the maturity of
any Security is  accelerated or in the event of any redemption of such Security,
then such consideration that constitutes interest under applicable law may never
include more than the maximum amount  allowed by applicable  law, and any excess
shall be credited to the principal amount of such Security (or, if the principal
amount of such Security shall be paid in full, refunded to the Partnership),  to
the extent  permitted by applicable  law. All  calculations  made to compute the
rate of  interest  with  respect to a Security  for the  purpose of  determining
whether such rate exceeds the maximum  amount allowed by applicable law shall be
made,  to the  extent  permitted  by such  applicable  law,  by  allocating  and
spreading  during  the  period  of the full  stated  term of such  Security  all
interest any time contracted for, taken,  reserved,  charged or received by such
Holder or by the Trustee on behalf of any such Holder in connection therewith so
that the  amount or rate of  interest  charged  for any and all  periods of time
during the term of the  Security  does not exceed the maximum  amount or rate of
interest  allowed  to be charged  by law  during  the  relevant  period of time.
Notwithstanding  any of the foregoing,  if at any time  applicable laws shall be
changed so as to permit a higher rate or amount of  interest to be charged  than
that permitted prior to such change,  then unless prohibited by law,  references
in this Indenture or any Security to  "applicable  law" when used in the context
of  determining  the maximum  interest  or


                                      -15-
<PAGE>

rate of interest that can be charged shall be deemed to refer to such applicable
law as so amended to allow the greater amount or rate of interest.

      The right to  accelerate  maturity  of any  Security  does not include the
right to accelerate any interest which has not otherwise  accrued to the date of
such acceleration,  provided, however, that the foregoing shall not prohibit the
continuing  accrual after  acceleration of interest in accordance with the terms
of the Indenture and such Security.

SECTION  116.  Non-Recourse  to the General  Partner;  No Personal  Liability of
Officers, Directors, Employees or Partners.

      Obligations  of the  Partnership,  or any Guarantor,  as such,  under this
Indenture and the Securities  hereunder are non-recourse to the General Partner,
and its respective  Affiliates  (other than the Partnership and the Guarantors),
and  payable  only  out of cash  flow  and  assets  of the  Partnership  and the
Guarantors.  The  Trustee,  and each  Holder  of a  Security  by its  acceptance
thereof,  will be deemed to have agreed in this  Indenture  that (1) neither the
General Partner nor its assets (nor any of its respective  Affiliates other than
the Partnership or the Guarantors,  nor their respective assets) shall be liable
for any of the  obligations  of the  Partnership  or the  Guarantors  under this
Indenture  or  such  Securities,   and  (2)  no  director,   officer,  employee,
stockholder or unitholder,  as such, of the  Partnership,  the  Guarantors,  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 or the Guarantors  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, or in such other form 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  applicable  tax
laws or 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.  Any form of Security  approved by or pursuant to a
Board  Resolution

                                      -16-
<PAGE>

must be acceptable as to form by the Trustee, such acceptance to be evidenced by
the  Trustee's  authentication  of  Securities  in  that  form.  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.

SECTION 202.  Form of Face of Security.

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

      [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 IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


                      KINDER MORGAN ENERGY PARTNERS, L. P.

                               [TITLE OF SECURITY]

NO.                                                                        U.S.$

[CUSIP No.                   ]

      KINDER  MORGAN ENERGY  PARTNERS,  L. P., 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

                                      -17-
<PAGE>

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 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 of which 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,  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,  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

                                      -18-
<PAGE>

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
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:
                                    KINDER MORGAN ENERGY PARTNERS, L. P.,

                                    By:   Kinder Morgan G.P., Inc.,
                                          Its General Partner


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


SECTION 203.  Form of Reverse of Security.

      This  Security  is one of a duly  authorized  issue of  securities  of the
Partnership  (the  "Securities"),  issued and to be issued in one or more series
under an Indenture  dated as of January 2, 2001 (the  "Indenture"),  between the
Partnership and First Union National Bank, 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 Guarantors,  the Trustee and the Holders of
the Securities  and of the terms upon

                                      -19-
<PAGE>

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  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,

                             Redemption Price for     Redemption Price for
                              Redemption Through      Redemption Otherwise
                               Operation of the           Than Through
                                    Sinking                 Operation
         Year                        Fund              of the Sinking Fund





                                      -20-
<PAGE>

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 on           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,  all of the
Partnership's  and the Guarantors'  obligations in 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 or the Guarantors and the rights of the Holders of the Securities of
each series to be affected  under the Indenture at any time by the  Partnership,
the  Guarantors and the Trustee with the consent of not less than the Holders of
a majority in aggregate  principal  amount of the Outstanding  Securities of all
series to

                                      -21-
<PAGE>

be affected  (voting as one  class).  The  Indenture  also  contains  provisions
permitting  the  Holders  of a majority  in  aggregate  principal  amount of the
Outstanding  Securities of all affected series (voting as one class),  on behalf
of the Holders of all  Securities  of such series,  to waive  compliance  by the
Partnership  and the Guarantors  with certain  provisions of the Indenture.  The
Indenture permits, with certain exceptions as therein provided, the Holders of a
majority in principal  amount of  Securities of any series then  Outstanding  to
waive past defaults  under the  Indenture  with respect to such series and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive  and  binding  upon such  Holder and upon all future  Holders of this
Security and of any Security issued upon the  registration of transfer hereof or
in exchange  herefor or in lieu hereof,  whether or not notation of such consent
or waiver is made upon this Security.

      As 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,  without the consent of the Holder,  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,  except for
Section 115 of the  Indenture  (which  limits  interest  to the  maximum  amount
permissible  by  law),  the  provisions  of which  are  incorporated  herein  by
reference.

      [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  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


                                      -22-
<PAGE>

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,  whether or not this  Security  is  overdue,  and neither the
Partnership,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

      Obligations of the Partnership and the Guarantors  under the Indenture and
the Securities  thereunder,  including this Security, are non-recourse to Kinder
Morgan G.P.,  Inc. (the "General  Partner") and its  Affiliates  (other than the
Partnership and the Guarantors), and payable only out of cash flow and assets of
the Partnership and the Guarantors.  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 or the Guarantors,  nor their  respective  assets) shall be
liable for any of the obligations of the Partnership or the Guarantors under the
Indenture or such  Securities,  including  this  Security,  and (2) no director,
officer, employee,  stockholder or unitholder, as such, of the Partnership,  the
Guarantors,  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  or the  Guarantors  under the Indenture or such
Securities by reason of his, her or its status.

      The Indenture  contains  provisions  that relieve the  Partnership and the
Guarantors from the obligation to comply with certain  restrictive  covenants in
the  Indenture  and for  satisfaction  and  discharge  at any time of the entire
indebtedness  upon compliance by the Partnership and the Guarantors with certain
conditions set forth in the Indenture.


                                      -23-
<PAGE>

      [The  obligations  of the  Partnership  pursuant to the  Indenture and the
Securities,  including the repurchase  obligations under the Indenture,  will be
unconditionally guaranteed, on a senior unsecured basis, by each Guarantor.]

      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 KINDER MORGAN
ENERGY  PARTNERS,  L. P. 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


                                      -24-
<PAGE>

          BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
          IN THE INDENTURE. EVERY SECURITY 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  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 and Authorization.

      The Trustee's certificates 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.

                                  FIRST UNION NATIONAL BANK,
                                  As Trustee



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


                                      -25-
<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,  subject to Section 303,
to the  extent  established  pursuant  to  rather  than  set  forth  in a  Board
Resolution,  in an Officers'  Certificate or Partnership Order setting forth, or
determining  the manner of, such  establishment)  or  established in one or more
indentures  supplemental  hereto,  prior to the  issuance of  Securities  of any
series,

           (1)  the form and title of the  Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

           (2)  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 Section  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);

           (3)  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;

           (4)  the date or dates on which the Securities  will be issued and on
which the principal of, and premium,  if any, on the Securities of the series is
payable or the method of determination thereof;

           (5)  the  rate or rates (which may be fixed or variable) at which the
Securities  of the  series  shall  bear  interest,  if  any,  or the  method  of
determination  thereof, 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;

           (6)  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;


                                      -26-
<PAGE>

           (7)  the period or periods, if any, 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 or otherwise, if
the Partnership is to have that option;

           (8)  the  obligation,  if  any,  and  the  option,  if  any,  of  the
Partnership to redeem,  purchase or repay  Securities of the series  pursuant to
any sinking fund or analogous  provisions  or upon the  happening of a specified
event 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,  purchased or repaid, in whole or in
part, pursuant to such obligation;

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

           (10) 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;

           (11) the  currency,  currencies or currency units in which payment of
the  principal of and any premium and interest on any  Securities  of the series
shall be  denominated,  payable,  redeemable  or  purchasable  if other than the
currency  of the United  States of America  and the  manner of  determining  the
equivalent  thereof in the currency of the United States of America for purposes
of the definition of "Outstanding" in Section 101;

           (12) if  the amount of  payments  of  principal  of or 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;

           (13) 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;

           (14) 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;

           (15) if other than the principal  amount thereof,  the portion of the
principal  amount of  Securities  of the  series  which  shall be  payable  upon
declaration of acceleration of the Maturity  thereof  pursuant to Section 502 or
provable in  bankruptcy  pursuant to Section 504 or the method of  determination
thereof;


                                      -27-
<PAGE>

           (16) 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
whether in temporary or permanent global form) and, in such case, the Depositary
or  Depositaries  for  such  Global  Security  or  Global   Securities  and  any
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;

           (17) 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 pertaining to the Securities of the series;

           (18) if and the terms and conditions upon which any Securities of the
series may be converted  into or exchanged  for  securities,  which may include,
without limitation,  capital stock, of any class or series of the Partnership or
any other issuer;

           (19) If  the amount of  payments  of  principal  of or any premium or
interest on any Securities of the series may be determined  with reference to an
index, including,  but not limited to an index based on a currency or currencies
other than that in which the Securities of that series are payable, or any other
type of index, the manner in which such amounts shall be determined;

           (20) if other  than as  provided  in  Sections  1302 and 1303,  the
terms  and  conditions  upon  which  and the  manner  in which  such  series of
Securities may be defeased or discharged;

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

           (22) any  restrictions  or  other  provisions  with  respect  to the
transfer or exchange of the Securities; and

           (23) any  other terms of the  Securities  of the series  (which terms
shall not be  inconsistent  with the  provisions  of this  Indenture,  except as
permitted by Section 901(5)).

      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  or  Officers'  Certificate  referred  to above or in any such
indenture supplemental hereto.

      Any such Board Resolution or Officers'  Certificate referred to above with
respect  to  Securities  of any series  filed with the  Trustee on or before the
initial  issuance of the Securities of such series shall be incorporated  herein
by reference  with respect to Securities of such series and shall  thereafter be
deemed to be a part of the Indenture for all purposes  relating to Securities of
such series as fully as if such Board  Resolution or Officers'  Certificate were
set forth herein in full.



                                      -28-
<PAGE>

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

      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


                                      -29-
<PAGE>

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,  in addition to any  Officers'  Certificate  and Opinion of
Counsel  required to be  furnished  to the Trustee  pursuant to Section 102, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

           (1)  The form and terms (or the manner of  determining  the terms) of
such  Securities  have been  established  by or pursuant to Board  Resolution as
permitted  by  Section  201,  that such form or forms have 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 by
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  (which
conditions are reasonably acceptable to the Trustee); 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 specified in such Opinion of Counsel, which conditions are reasonably
acceptable to the Trustee, will constitute valid and legally binding obligations
of the  Partnership  enforceable  in  accordance  with their  terms,  subject to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles and entitled to the benefits of this Indenture,
equally  and  ratably  with  all  other  Securities,  if  any,  of  such  Series
Outstanding; and

           (4)  such other matters as the Trustee may reasonably request;

and, if the  authentication  and delivery  relates to a new series of Securities
created by an indenture  supplemental  hereto,  also stating that all conditions
precedent to the execution of the  supplemental  indenture  with respect to that
series of Securities  have been complied with, the  Partnership has the power to
execute and deliver any such supplemental  indenture and has taken all necessary
action for those purposes and any such supplemental  indenture has been executed
and delivered and  constitutes  the legal,  valid and binding  obligation of the
Partnership enforceable in accordance with its terms (subject, as to enforcement
of remedies, to applicable bankruptcy,  reorganization,  insolvency,  fraudulent
conveyance,  moratorium or other laws and legal principles  affecting creditors'
rights  generally  from  time  to  time  in  effect  and  to  general  equitable
principles, whether applied in an action at law or in equity).


                                      -30-
<PAGE>


      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
or Board Resolution or supplemental  indenture  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 not to be originally  issued at one
time,  the Trustee may rely upon the Opinion of Counsel and the other  documents
delivered pursuant to Sections 201 and 301 and this Section,  as applicable,  in
connection  with the first  authentication  of Securities of such series and any
subsequent request by the Partnership to the Trustee to authenticate  Securities
of such series upon original  issuance  shall  constitute a  representation  and
warranty by the Partnership that as of the date of such request,  the statements
made in the Officers'  Certificate  shall be true and correct as if made on such
date.

      Each Security shall be dated the date of its authentication.

      No Security  shall be entitled to any benefit under this  Indenture or any
Guaranty or be valid or obligatory  for any purpose unless there appears on such
Security a certificate of authentication  substantially in the form provided for
herein executed by the Trustee by manual  signature of an authorized  signatory,
and such  certificate  upon any Security shall be conclusive  evidence,  and the
only  evidence,  that such  Security has been duly  authenticated  and delivered
hereunder 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 receipt of the documents  required by Section
303,  together with a 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 of like series 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.


                                      -31-
<PAGE>


      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 one or more Definitive  Securities
of the same series,  of any  authorized  denominations  and of a like  aggregate
principal amount and tenor.  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 an  office  or  agency of the
Security  Registrar in The City of New York a register (the register  maintained
in such office or in any other office or agency of the Partnership in a Place of
Payment being herein sometimes referred to as the "Security Register") in which,
subject to such  reasonable  regulations  as it may prescribe,  the  Partnership
shall provide for the registration of Securities and of transfers of Securities.
The  Partnership  shall,  prior to the  issuance  of any  Securities  hereunder,
appoint  the  Trustee as the  initial  "Security  Registrar"  for the purpose of
registering  Securities  and transfers of Securities as herein  provided and its
Corporate Trust Office which, at the date hereof, is located at 40 Broad Street,
Suite 550, New York,  New York,  10004,  as the initial  office or agency in 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. At all reasonable times the Security Register shall be
available for inspection by the Trustee.

      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,  of any authorized
denominations and of a like aggregate principal amount and tenor.

      At the option of the  Holder,  Securities  of any series  (except a Global
Security)  may be exchanged  for other  Securities  of the same  series,  of any
authorized  denominations  and of a like aggregate  principal  amount and tenor,
upon  surrender  of the  Securities  to be  exchanged  at such office or agency.
Whenever any Securities are so surrendered for exchange,  the 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

                                      -32-
<PAGE>

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 made 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 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 (or of any series
and  specified  tenor,  as the case may be)  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  provision  in this  Indenture  and  except as
otherwise  specified as  contemplated  by Section 301, no Global Security may be
transferred to, or registered or exchanged for Securities registered in the name
of, any Person other than the Depositary for such Global Security or any nominee
thereof,  and no such  transfer  may be  registered,  except as provided in this
paragraph.  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 this paragraph. If (1) (A) the Depositary
for a Global Security notifies the Partnership that it is unwilling or unable to
continue  as  Depositary  for such  Global  Security  or ceases to be a clearing
agency registered under the Exchange Act, and (B) a successor  Depositary is not
appointed  by the  Partnership  within  90 days,  (2) an Event  of  Default  has
occurred and is continuing with respect to the Securities of such series and the
Security  Registrar  has  received  a  request  from  the  Depositary  to  issue
certificated  securities in lieu of all or a portion of the Global Securities of
such series (in which case the Partnership shall deliver certificated securities
within 30 days of such  request) or (3) the  Partnership  determines in its sole
discretion  that Securities of a series issued in global form shall no longer be
represented by a Global Security,  then such Global Security may be exchanged by
such Depositary for Definitive  Securities of the same series, of any authorized
denomination and of a like aggregate  principal amount and tenor,  registered in
the names of, and the transfer of such Global Security or portion thereof may be
registered to, such Persons as such Depositary shall direct.

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


                                      -33-
<PAGE>

agent of either of them  harmless,  the  Partnership  shall execute and upon its
request 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 upon its request 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.  If,  after the
delivery of such new Security, a bona fide purchaser of the original Security in
lieu of which such new Security was issued  presents for payment or registration
such  original  Security,  the Trustee  shall be  entitled  to recover  such new
Security from the party to whom it was delivered or any party taking  therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security
or  indemnity  provided  therefor  to the  extent of any loss,  damage,  cost or
expense incurred by the Partnership and the Trustee in connection therewith.

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

      Upon the issuance of any new Security under this Section,  the 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 in exchange for
any  mutilated  Security or in lieu of any  destroyed,  lost or stolen  Security
shall  constitute  an  original   additional   contractual   obligation  of  the
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 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.


                                      -34-
<PAGE>


      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 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 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.

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



                                      -35-
<PAGE>

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


                                      -36-
<PAGE>


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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

      This  Indenture  shall  upon  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

           (1)  either

                (A) all such Securities theretofore  authenticated and delivered
(other than (i) such Securities  which have been  destroyed,  lost or stolen and
which have been  replaced  or paid as  provided  in Section  306,  and (ii) such
Securities  for whose payment money has  theretofore  been deposited in trust or
segregated and held in trust by the  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

                (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


                                      -37-
<PAGE>

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;

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

           (3)  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,  (i) the obligations of the Partnership and
any Guarantor to the Trustee under Section 607, the obligations of any Guarantor
under  Section  101 of its  Guaranty,  the  obligations  of the  Trustee  to any
Authenticating  Agent  under  Section 614 and the right of the Trustee to resign
under  Section 610 shall  survive,  and (ii) if money shall have been  deposited
with the Trustee  pursuant to subclause (B) of Clause (1) of this  Section,  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.

                                    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):

           (1)  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 30 days; or

                                      -38-
<PAGE>


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

           (3)  default in the performance,  or breach, of any term, covenant or
warranty of the Partnership or any Guarantor in this Indenture or the applicable
Guaranty (other than a term, covenant or warranty a default in whose performance
or whose breach is elsewhere  in this Section  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 60 days after there has been given,  by  registered or certified
mail, to the  Partnership or such Guarantor by the Trustee or to the Partnership
or such Guarantor and the Trustee by 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

           (4)  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

           (5)  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
           (6)  any other Event of Default  provided as  contemplated by Section
301 with respect to Securities of that series.

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  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.

      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,  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


                                      -39-
<PAGE>

           (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.

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  interest on any Security
when such  interest  becomes due and payable and such  default  continues  for a
period of 30 days, or

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

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

      If the 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,  any  Guarantor,  or  any  other  obligor  upon  such
Securities  and  collect  the  moneys  adjudged  or decreed to be payable in the
manner

                                      -40-
<PAGE>

provided by law out of the property of the  Partnership,  any Guarantor,  or any
other obligor upon such Securities, wherever situated.

      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 any  judicial  proceeding  relative  to the  Partnership,  any
Guarantor,  or any other obligor upon the  Securities,  their  property or their
creditors,  the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise,  to take any and all actions authorized under the Trust
Indenture Act in order to have claims of Holders and the Trustee  allowed in any
such proceeding.  In particular,  the Trustee shall be authorized to collect and
receive any moneys or other  property  payable or deliverable on any such claims
and to distribute  the same;  and any custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to  Holders,  to pay to the Trustee any amount due it for the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.

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

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

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

SECTION 506.  Application of Money Collected.

      Any money or property  collected or to be applied by the Trustee  pursuant
to this Article  shall be applied in the following  order,  at the date or dates
fixed by the Trustee and, in case of


                                      -41-
<PAGE>

the  distribution  of such money or  property  on account  of  principal  or any
premium or  interest,  upon  presentation  of the  Securities  and the  notation
thereon of the  payment if only  partially  paid and upon  surrender  thereof if
fully paid:

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

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

      THIRD:  The balance, if any, to the 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)  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 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 of such
Holders.



                                      -42-
<PAGE>

SECTION 508.  Unconditional Rightof Holders toReceive 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 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.

SECTION 509.  Restoration of Rights and Remedies.

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

SECTION 510.  Rights and Remedies Cumulative.

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

SECTION 511.  Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any  Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or  constitute  a waiver of any such Event of Default or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to 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.

      Subject to the  provisions  of  Section  603,  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


                                      -43-
<PAGE>

           (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 or would otherwise be contrary to applicable law.

SECTION 513.  Waiver of Past Defaults.

      Holders of a majority in  aggregate  principal  amount of the  Outstanding
Securities of any series may on behalf of 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.

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


                                      -44-
<PAGE>


                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

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

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

                 (2) in the absence of bad faith on its part,  the Trustee  may,
      with respect to  Securities of such series,  conclusively  rely, as to the
      truth of the  statements  and the  correctness  of the opinions  expressed
      therein, upon certificates or opinions furnished to the Trustee conforming
      to the  requirements  of  this  Indenture;  but in the  case  of any  such
      certificates  or opinions which by any provision  hereof are  specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to  examine  the same to  determine  whether  or not they  conform  to the
      requirements of this Indenture.

           (b)  In  case an Event of  Default  with  respect  to any  series  of
Securities  has occurred and is  continuing,  the Trustee  shall  exercise  with
respect to the  Securities of such series such rights and powers vested in it by
this Indenture,  and use the same degree of care and skill in their exercise, as
a prudent Person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

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

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

                (3) the Trustee  shall not be liable with  respect to any action
      taken or omitted to be taken by it in good  faith in  accordance  with the
      direction  of  the  Holders  or a  majority  in  principal  amount  of the
      Outstanding  Securities  of any series  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


                                      -45-
<PAGE>


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

           (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.

SECTION 602.  Notice of Defaults.

      If a Default  occurs and is continuing  with respect to the  Securities of
any series, the Trustee shall, within 90 days after it occurs,  transmit, in the
manner and to the extent  provided in Section 313(c) of the Trust Indenture Act,
notice of all uncured or unwaived Defaults known to it; provided, however, that,
except in the case of a Default in payment on the Securities of any series,  the
Trustee shall be protected in withholding the notice if and so long as the board
of  directors,  the  executive  committee  or a trust  committee of directors or
responsible  officers of the Trustee  determine  in good faith that  withholding
such  notice is in the  interests  of  Holders  of  Securities  of such  series;
provided,  further,  however,  that, in the case of any default or breach of the
character  specified in Section  501(3) with respect to the  Securities  of such
series,  no such  notice to Holders  shall be given until at least 60 days after
the occurrence thereof.

SECTION 603.  Certain Rights of Trustee.

      Subject to the provisions of Section 601:

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

           (2)  any  request,  direction,  order or  demand  of the  Partnership
mentioned  herein shall be  sufficiently  evidenced by a Partnership  Request or
Partnership  Order  (or in  the  case  of a  Periodic  Offering,  as  agreed  in
procedures  set forth in a  Partnership  Order  pursuant to Section 303) and any
resolution of the Board of Directors shall be sufficiently  evidenced by a Board
Resolution;

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

           (4)  the  Trustee may consult with counsel and the written  advice of
such counsel or any Opinion of Counsel shall be full and complete  authorization
and  protection  in


                                      -46-
<PAGE>

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

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

           (6)  the  Trustee shall not be bound to make any  investigation  into
the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,  opinion, report, notice, request, direction,  consent, order, bond,
debenture,  note, other evidence of indebtedness or other paper or document, but
the Trustee,  in its  discretion,  may,  without  obligation to do so, 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;

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

           (8)  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.

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 pledgee of Securities and, subject to Sections
608 and 613, 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.


                                      -47-
<PAGE>


SECTION 606.  Money Held in Trust.

      Money held by the Trustee in trust  hereunder need not be segregated  from
other funds except to the extent  required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the 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)  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 the Trustee for, and to hold it harmless  against,
any loss,  liability or expense incurred without  negligence or bad faith on its
part,  arising out of or in connection with the acceptance or  administration of
the trust or trusts  hereunder,  including  the 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.

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

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

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

SECTION 608.  Disqualification; Conflicting Interests.

      If the  Trustee has or shall  acquire a  conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

                                      -48-
<PAGE>


SECTION 609.  Corporate Trustee Required; Eligibility.

      There shall at all times be one or more Trustees hereunder with respect to
the  Securities of each series,  at least one of which shall be a Person that is
eligible  pursuant to the Trust  Indenture Act to act as such and has a combined
capital  and  surplus  required  by the  Trust  Indenture  Act.  If such  Person
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of a supervising or examining  authority,  then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section,  it shall resign  immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 610.  Resignation and Removal; Appointment of Successor.

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

      The Trustee may resign at any time with respect to the  Securities  of one
or more  series by giving  written  notice  thereof to the  Partnership  and the
Guarantors.  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.

      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.  If an instrument  of  acceptance by a successor  Trustee shall not
have been  delivered  to the  Trustee  within 30 days  after the  giving of such
notice of removal,  the  removed  Trustee may  petition  any court of  competent
jurisdiction for the appointment of a successor Trustee.

      If at any time:

           (1)  the  Trustee shall fail to comply with Section 608 after written
request  therefor by the  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

           (3)  the  Trustee  shall  become  incapable  of  acting  or  shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be  appointed  or any public  officer  shall take charge or control of the
Trustee  or of its  property  or  affairs  for the  purpose  of  rehabilitation,
conservation or liquidation, then, in any such case, (A) the Partnership, acting
pursuant to the  authority  of a Board  Resolution,  may remove the Trustee with
respect to

                                      -49-
<PAGE>

all  Securities,  or (B) subject to Section  514, any Holder who has been a bona
fide Holder of a Security  for at least six months may, on behalf of himself and
all others similarly situated,  petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment of
a successor Trustee or Trustees.

      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 Holders of
a majority in  principal  amount of the  Outstanding  Securities  of such series
delivered to the  Partnership,  the Guarantors,  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 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.

      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 106. 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.

           (1)  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  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.

           (2)  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

                                      -50-
<PAGE>

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  (A)  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,  (B) 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 (C) 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 as  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,  upon
payment of its  charges,  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.

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

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

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

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


                                      -51-
<PAGE>

SECTION 613.  Preferential Collection of Claims Against Partnership.

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

SECTION 614.  Appointment of Authenticating Agent.

      The Trustee (upon notice to the Partnership) 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 original issue (in accordance with  procedures  acceptable to
the Trustee) and upon exchange,  registration of transfer or partial  redemption
thereof or pursuant to Section 306, and  Securities  so  authenticated  shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated 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 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, the combined capital
and  surplus of such  Authenticating  Agent  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section,  such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

      An  Authenticating  Agent may resign at any time by giving  written notice
thereof to the Trustee, to the Partnership,  and to the Guarantors.  The Trustee
may at any time  terminate  the  agency  of an  Authenticating  Agent by  giving
written notice thereof to such  Authenticating  Agent, 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,   the  Trustee  may  appoint  a  successor

                                      -52-
<PAGE>

Authenticating Agent which shall be acceptable to the Partnership. Any successor
Authenticating  Agent upon acceptance of its appointment  hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if  originally  named as an  Authenticating  Agent.  No successor
Authenticating  Agent shall be appointed unless eligible under the provisions of
this Section.

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

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

      This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
                               FIRST UNION NATIONAL BANK,
                               As Trustee


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



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


                                   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

           (1)  semi-annually, not later than each Interest Payment Date in each
year,  a list for each  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 the preceding Regular Record Date, and

           (2)  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;



                                     -53-
<PAGE>

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

SECTION 702.  Preservation of Information; Communications to Holders.

      The Trustee shall comply with the obligations  imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

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

      Every Holder of Securities, by receiving and holding the same, agrees with
the 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 any
disclosure of information as to the names and addresses of Holders made pursuant
to the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

      As promptly as  practicable  after each May 15  beginning  with the May 15
following the date of this Indenture,  and in any event prior to July 15 in each
year,  the Trustee  shall mail to each Holder a brief  report dated as of May 15
that  complies with TIA Section  313(a).  The Trustee also shall comply with TIA
Section 313(b).  Prior to delivery to the Holders,  the Trustee shall deliver to
the  Partnership  a copy of any report it delivers  to Holders  pursuant to this
Section 703.

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

SECTION 704.  Reports by Partnership.

      The Partnership shall:

           (1)  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 (unless the Commission will not accept such a filing),  in accordance
with rules and regulations prescribed from time to time by the Commission,  such
of the supplementary and periodic  information,  documents and reports which may
be required  pursuant to Section 13 of the Exchange Act in respect of a security
listed

                                      -54-
<PAGE>

and registered on a national  securities exchange as may be prescribed from time
to time in such rules and regulations;

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

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

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Partnership and Guarantors May Consolidate, Etc., Only on
              Certain Terms.

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

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

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

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

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


                                      -55-
<PAGE>

SECTION 802.  Successor Substituted.

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

                                   ARTICLE IX

                            SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

           (1)  to secure any of such Securities;

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

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

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

           (5)  to add to,  change or eliminate  any of the  provisions  of this
Indenture,  provided that any such addition,  change or elimination shall become
effective only after there are no such  Securities of any series entitled to the
benefit of such provision outstanding;

           (6)to establish  the  forms  or  terms  of the  Securities  of any
series issued hereunder;


                                      -56-
<PAGE>

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

           (8)  to evidence  the  acceptance  of  appointment  by  a  successor
Trustee with respect to one or more series of Securities or otherwise;

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

           (10) to  provide  for  uncertificated   securities  in  addition  to
certificated securities;

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

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

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 all Outstanding  Securities  affected by such  supplemental
indenture (voting as one class),  the Partnership and the Trustee may enter into
an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of,  this  Indenture,  or  modifying  in any  manner  the  rights of  Holders of
Securities of such series under this  Indenture;  provided that the  Partnership
and the Trustee may not,  without the consent of the Holder of each  Outstanding
Security affected thereby,

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

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

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

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

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


                                      -57-
<PAGE>


      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 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

SECTION 903.  Execution of Supplemental Indentures.

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

SECTION 904.  Effect of Supplemental Indentures.

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


                                      -58-
<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 each 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 each 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 of New  York,  and
initially  appoints the Trustee as Paying Agent 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 or 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.


                                      -59-
<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
or any premium or interest on any  Securities  of that  series,  deposit  with a
Paying  Agent  a sum  sufficient  to pay  such  amount,  such  sum to be held as
provided  by the Trust  Indenture  Act,  and (unless  such  Paying  Agent is the
Trustee)  the  Partnership  will  promptly  notify the  Trustee of its action or
failure so to act.

      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,  that such Paying  Agent will (1) hold all sums held by it for
the payment of the  principal of (and premium,  if any) or interest,  if any, on
Securities  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;  (2)  give  the  Trustee  notice  of  any  default  by the
Partnership  or any Guarantor (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  (3)  during  the
continuance  of any such  default,  upon the  written  request  of the  Trustee,
forthwith  pay to the Trustee  all sums held in trust by such  Paying  Agent for
payment in respect of the Securities of that series.

      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,  any Guarantor or such Paying Agent, such sums
to be held by the  Trustee  upon the same  trusts as those  upon which such sums
were held by the  Partnership,  such  Guarantor or such Paying Agent;  and, upon
such  payment by any Paying  Agent to the  Trustee,  such Paying  Agent shall be
released from all further liability with respect to such money.

      Any money  deposited with the Trustee or any Paying Agent in trust for the
payment of the  principal  of or any premium or interest on any  Security of any
series and remaining  unclaimed for two years after such  principal,  premium or
interest  has become due and payable  shall be paid to the state  which  escheat
laws control and the Trustee or any Paying Agent shall be  discharged  from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the state which escheat laws control 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 payment,  may at the expense of the Partnership  cause
to be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such  publication,  any unclaimed balance of such money
then remaining will be paid to the state whose escheat laws control.

SECTION 1004.   Statement by Officers as to Default.

      The Partnership will deliver to the Trustee, within 150 days after the end
of each  fiscal  year of the  Partnership  ending  after  the  date  hereof,  an
Officers'  Certificate,  stating  whether  or not to the best  knowledge  of the
signer or signers  thereof the  Partnership is in default in the performance and
observance of any of the terms,  provisions  and  conditions  of this  Indenture


                                      -60-
<PAGE>

(without  regard  to any  period  of grace or  requirement  of  notice  provided
hereunder)  and, if the  Partnership  shall be in default,  specifying  all such
defaults and the nature and status thereof of which they may have knowledge.

SECTION 1005.   Existence.

      Subject to Article VIII, the  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.   Limitations on Liens.

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

           (1)  Permitted Liens;

           (2)  any  Lien upon any  property  or assets  created  at the time of
acquisition  of such property or assets by the  Partnership or any Subsidiary or
within one year after such time to secure all or a portion of the purchase price
for such  property or assets or Debt  incurred to finance such  purchase  price,
whether such Debt was incurred prior to, at the time of or within one year after
the date of such acquisition;

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

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

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


                                      -61-
<PAGE>


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

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

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

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

      Notwithstanding the foregoing  provisions of this Section, the Partnership
may, and may permit any Subsidiary to, create,  assume, incur or suffer to exist
any Lien upon any Principal  Property to secure Debt of the  Partnership  or any
Person (other than the  Securities)  that is not excepted by Clauses (1) through
(9),  inclusive,   of  this  Section  without  securing  the  Securities  issued
hereunder,  provided  that the  aggregate  principal  amount  of all  Debt  then
outstanding  secured  by such  Lien and all  similar  Liens,  together  with all
Attributable   Indebtedness   from   Sale-Leaseback    Transactions   (excluding
Sale-Leaseback  Transactions permitted by Clauses (1) through (4), inclusive, of
Section 1007), does not exceed 10% of Consolidated Net Tangible Assets.

SECTION 1007.   Restriction of Sale-Leaseback Transaction.

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

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

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

                                      -62-
<PAGE>


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

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

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

SECTION 1008.   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,  1006 or 1007 with
respect to the  Securities of any series if before the time for such  compliance
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 any Guarantors 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.

                                      -63-
<PAGE>


                                   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 35 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
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,  on a pro rata basis or by any
other method which the Trustee  deems fair and  appropriate  and which  complies
with any securities exchange or other applicable  requirements for redemption of
portions (equal to the minimum  authorized  denomination  for Securities 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.

      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.


                                      -64-
<PAGE>

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:

           (1)  the Redemption Date,

           (2)  the Redemption Price,

           (3)  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,

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

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

           (6)  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 10:30 a.m. New York City Time on 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

                                      -65-
<PAGE>

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.

                                   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


                                      -66-

<PAGE>

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.

                                  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 the  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  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   and  any   Guarantors'   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  Holders of
Securities of such series as  beneficiaries

                                      -67-
<PAGE>

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"):

           (1)  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 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, 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 the Indenture and the Securities of such series;

           (2)  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,  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;

           (3)  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;

           (4)  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;

           (5)  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);

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

                                      -68-
<PAGE>

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

           (8)  The  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,  any
Guarantors,  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,
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.

SECTION 1303.   Covenant Defeasance.

      The Partnership and any other obligor, including any Guarantors,  shall be
released on the 91st day after the date of the deposit referred to in Clause (1)
below from its  obligations  under Sections 704, 801,  1005,  1006 and 1007 with
respect to the Securities 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  and any  Guarantors  may omit to comply with and shall have no
liability in respect of any term,  condition or limitation set forth in any such
Section,  whether  directly or indirectly  by reason of any reference  elsewhere
herein to such  Section  or by reason of any  reference  in such  Section to any
other  provision  herein or in any other  document  and such  omission to comply
shall not  constitute a Default or an Event of Default  under  Section 501, but,
except as specified above, the remainder of this Indenture and the Securities 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 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, 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
Securities of such series on each date that such principal, interest or premium,
if any, is due and

                                      -69-
<PAGE>

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 the 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;

           (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 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 time 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  and  Opinion  of  Counsel  stating  that all  conditions  precedent
provided for relating to the covenant defeasance  contemplated by this provision
have been complied with.

SECTION 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  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 to the  payment,  either
directly or through any Paying Agent  (including the  Partnership  acting as its
own Paying Agent),  to 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 interest;
but such money need not be  segregated  from  other  funds  except to the extent
required by law.  Subject to Sections 1302 and 1303,  the



                                      -70-
<PAGE>

Trustee shall promptly pay to the Partnership upon Partnership  Order any moneys
held by it at any time, which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification delivered to
the Trustee, are in excess of the amounts required to effect the defeasance with
respect to the Outstanding Securities in question.

SECTION 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 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,
which,  in the opinion of a nationally  recognized  firm of  independent  public
accountants expressed in a written  certification  delivered to the Trustee, are
in excess of the amounts  required to effect the defeasance  with respect to the
Outstanding Securities in question.

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

SECTION 1306.   Reinstatement.

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

                                   ARTICLE XIV

                             GUARANTY OF SECURITIES

SECTION 1401.   Retirement for Guaranty.

           (1)  If any  Subsidiary  of the  Partnership  guarantees or becomes a
co-obligor  in  respect  of any Funded  Debt of the  Partnership  other than the
Securities  at any time  subsequent  to the  Closing  Date  (including,  without
limitation,  following any release of such  Subsidiary  pursuant to Section 1402
from any Guaranty  previously  provided by it under this Article XIV),  then the
Partnership shall (A) cause the Securities to be equally and ratably  guaranteed
by such


                                      -71-
<PAGE>


Subsidiary,  but  only  to the  extent  that  the  Securities  are  not  already
guaranteed by such Subsidiary on reasonably  comparable terms and (B) cause such
Subsidiary  to execute  and  deliver a Guaranty  in  accordance  with clause (2)
below.

           (2)  Any Person may become a Guarantor by executing and delivering to
the Trustee (A) a Guaranty in form and  substance  satisfactory  to the Trustee,
which subjects such Person to the provisions  (including the representations and
warranties)  of this  Indenture as a Guarantor and (B) an Opinion of Counsel and
Officers'  Certificate to the effect that such Guaranty has been duly authorized
and  executed  by such  Person and  constitutes  the legal,  valid,  binding and
enforceable  obligation  of such Person  (subject to such  customary  exceptions
concerning  creditors'  rights and equitable  principles as may be acceptable to
the Trustee in its discretion).

SECTION 1402.   Release of Guaranty.

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


                                      -72-
<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Indenture to be
duly  executed in  multiple  counterparts,  each of which so  executed  shall be
deemed to be an original, but all of which shall together constitute but one and
the same instrument, all as of the day and year first above written.

                               KINDER MORGAN ENERGY PARTNERS, L. P.

                               By:  Kinder Morgan G.P., Inc.,
                                     Its General Partner


                               By:   /s/  C. PARK SHAPER
                                    -------------------------------
                               Name:  C. Park Shaper
                               Title: Vice President and Chief Financial Officer


                               FIRST UNION NATIONAL BANK


                               By:    /s/ KEVIN M. DOBRAVA
                                    -------------------------------
                              Name:   Kevin M. Dobrava
                               Title: Vice President


                                      -73-
<PAGE>


                                     ANNEX A

                              "Guaranty Provisions"

SECTION 101.    Unconditional Guaranties.

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

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

           (3) The obligations of each undersigned Guarantor under this Guaranty
shall  be as  aforesaid  full,  unconditional  and  absolute  and  shall  not be
impaired,   modified,  released  or  limited  by  any  occurrence  or  condition
whatsoever,  including,  without  limitation  (A)  any  compromise,  settlement,
release,  waiver,  renewal,  extension,  indulgence or  modification  of, or any
change in, any of the  obligations  and  liabilities  of the  Partnership or any
Guarantor contained in the Securities,  the Indenture or any other Guaranty, (B)
any  impairment,  modification,  release or  limitation  of the liability of the
Partnership,  any Guarantor or any of their estates in bankruptcy, or any remedy
for the  enforcement  thereof,  resulting  from the  operation of any present or
future provision of any applicable  Bankruptcy Law, as amended, or other statute
or from  the  decision  of any  court,  (C) the  assertion  or  exercise  by the
Partnership,  any  Guarantor or the Trustee of any rights or remedies  under the
Securities,  the Indenture or any other Guaranty or their delay in or failure to
assert or  exercise  any such  rights or  remedies,  (D) the  assignment  or the
purported  assignment of any property as security for the Securities,  including
all or any part of the  rights of the  Partnership  or any  Guarantor  under the
Indenture or any other  Guaranty,  (E)

                                      A-1
<PAGE>

the extension of the time for payment by the Partnership or any Guarantor of any
payments  or other sums or any part  thereof  owing or payable  under any of the
terms and provisions of the  Securities,  the Indenture or any other Guaranty or
of the time for  performance  by the  Partnership  or any Guarantor of any other
obligations  under  or  arising  out of any such  terms  and  provisions  or the
extension  or the renewal of any  thereof,  (F) the  modification  or  amendment
(whether  material or  otherwise)  of any duty,  agreement or  obligation of the
Partnership  or any Guarantor set forth in the Indenture or any other  Guaranty,
(G) the  voluntary  or  involuntary  liquidation,  dissolution,  sale  or  other
disposition of all or substantially all of the assets,  marshaling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar proceeding affecting, the Partnership or any of the Guarantors or any of
their respective  assets, or the disaffirmance of the Securities,  this Guaranty
or the Indenture or any other Guaranty in any such  proceeding,  (H) the release
or  discharge  of the  Partnership  or any  Guarantor  from the  performance  or
observance of any  agreement,  covenant,  term or condition  contained in any of
such  instruments  by  operation  of  law,  (I)  the   unenforceability  of  the
Securities,  this Guaranty, any other Guaranty or the Indenture or (J) any other
circumstance which might otherwise  constitute a legal or equitable discharge of
a surety or guarantor.

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

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

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


                                      A-2
<PAGE>

SECTION 102.    Limitation of Guarantor's Liability.

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

SECTION 103.    Contribution.

      In  order  to  provide  for  just and  equitable  contribution  among  all
Guarantors,  the undersigned  Guarantors agree,  inter se, that in the event any
payment or distribution is made by any Guarantor (a "Funding  Guarantor")  under
its Guaranty,  such Funding  Guarantor shall be entitled to a contribution  from
each other  Guarantor  in a pro rata amount  based on the Adjusted Net Assets of
each Guarantor  (including the Funding Guarantor) for all payments,  damages and
expenses  incurred by the Funding  Guarantor in  discharging  the  Partnership's
obligations with respect to the Securities or any other Guarantor's  obligations
with respect to its Guaranty.

SECTION 104.    Execution and Delivery of Guaranties.

      To  further   evidence  the  guaranty  set  forth  in  Section  101,  each
undersigned  Guarantor  hereby agrees that a notation  relating to such guaranty
(in  substantially  the form  hereinbelow  set forth)  shall be endorsed on each
Security  authenticated  and  delivered  by the Trustee  and  executed by either
manual or facsimile signature of two officers of the Guarantor.

      Each of the  undersigned  Guarantors  hereby  agrees that its guaranty set
forth in Section 101 shall remain in full force and effect  notwithstanding  any
failure to endorse on each Security a notation relating to such guaranty.

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

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


                                      A-3
<PAGE>

SECTION 105.    Consent to Jurisdiction and Service of Process.

      Each  undersigned  Guarantor  that is not organized  under the laws of the
United  States  (including  the States and the  District  of  Columbia)  (each a
"Non-U.S.  Guarantor")  hereby  appoints the principal  office of CT Corporation
System in The City of New York  which,  on the date  hereof,  is located at 1633
Broadway,  New York,  New York  10019,  as the  authorized  agent  thereof  (the
"Authorized  Agent")  upon whom  process  may be served in any  action,  suit or
proceeding  arising  out of or based on the  Indenture  or this  Guaranty or the
Securities which may be instituted in the Supreme Court of the State of New York
or the United States  District  Court for the Southern  District of New York, in
either case in The Borough of Manhattan,  The City of New York, by the Holder of
any Security,  and each Non-United  States Guarantor hereby waives any objection
which it may now or hereafter have to the laying of venue of any such proceeding
and expressly and  irrevocably  accepts and submits,  for the benefit of Holders
from time to time of the  Securities,  to the  nonexclusive  jurisdiction of any
such court in respect of any such  action,  suit or  proceeding,  for itself and
with respect to its properties,  revenues and assets.  Such appointment shall be
irrevocable unless and until the appointment of a successor authorized agent for
such purpose,  and such successor's  acceptance of such appointment,  shall have
occurred. Each Non-U.S.  Guarantor agrees to take any and all actions, including
the filing of any and all  documents and  instruments,  that may be necessary to
continue  such  appointment  in full force and effect as  aforesaid.  Service of
process  upon the  Authorized  Agent with  respect to any such  action  shall be
deemed,  in every respect,  effective  service of process upon any such Non-U.S.
Guarantor.  Notwithstanding  the  foregoing,  any action  against  any  Non-U.S.
Guarantor  arising out of or based on any Security may also be instituted by the
Holder of such Security in any court in the jurisdiction of organization of such
Non-U.S.   Guarantor,   and  such  Non-U.S.   Guarantor  expressly  accepts  the
jurisdiction of any such court in any such action. The Partnership shall require
the Authorized Agent to agree in writing to accept the foregoing  appointment as
agent for service of process.

SECTION 106.    Waiver of Immunity.

      To the extent that any Non-U.S. Guarantor or any of its properties, assets
or revenues may have or may hereafter  become entitled to, or have attributed to
it, any right of immunity, on the grounds of sovereignty or otherwise,  from any
legal action, suit or proceeding,  from the giving of any relief in any thereof,
from set-off or counterclaim,  from the jurisdiction of any court,  from service
of process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment,  or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the  enforcement of any judgment,
in any  jurisdiction  in which  proceedings  may at any time be commenced,  with
respect to its obligations, liabilities or any other matter under or arising out
of or in connection with the Indenture or this Guaranty or the Securities,  such
Non-U.S.  Guarantor,  to the maximum extent permitted by law, hereby irrevocably
and unconditionally  waives, and agrees not to plead or claim, any such immunity
and consents to such relief and enforcement.


                                      A-4
<PAGE>

SECTION 107.    Judgment Currency.

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

SECTION 108.    Definitions.

      All capitalized  terms used herein and not defined herein that are defined
in the Indenture are used herein as so defined.

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


                                      A-5
<PAGE>
                          FORM OF GUARANTY ENDORSEMENT

      Each  Guarantor  (which  term  includes  any  successor  Person  under the
Guaranty, defined below), has fully,  unconditionally and absolutely guaranteed,
to the extent set forth in the  Indenture  and in a certain  Guaranty  dated [ ]
(the  "Guaranty"),  and  subject  to the  provisions  in the  Indenture  and the
Guaranty, the due and punctual payment of the principal of, and premium, if any,
and interest on the  Securities  and all other amounts due and payable under the
Indenture and the Securities by the Partnership.

      The  obligations  of the  Guarantors to Holders of  Securities  and to the
Trustee  pursuant to the Guaranty and the  Indenture  are expressly set forth in
Article XIV of the Indenture  and in the Guaranty,  and reference is hereby made
to the Indenture and the Guaranty for the precise terms of such obligations.

                                         [SIGNATURES]