Conformed Copy
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                                  KINDER MORGAN
                              ENERGY PARTNERS, L.P.

                                     Issuer

                                       and

                            FIRST UNION NATIONAL BANK

                                     Trustee




                                    INDENTURE

                           Dated as of January 2, 2001



                          SUBORDINATED DEBT SECURITIES





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<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)...........................................          104; 1004
      (b)..............................................          Not Applicable
      (c)(1)...........................................          101
      (c)(2)...........................................          101; 102
      (c)(3)...........................................          Not Applicable
      (d)..............................................          Not Applicable
      (e)..............................................          102
ss.315(a)..............................................          601
      (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

                                                                         Page
                                                                         ----

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.      DEFINITIONS......................................       1
SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.............       8
SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE...........       8
SECTION 104.      ACTS OF HOLDERS; RECORD DATES....................       9
SECTION 105.      NOTICES, ETC., TO TRUSTEE AND PARTNERSHIP........      10
SECTION 106.      NOTICE TO HOLDERS; WAIVER........................      11
SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT................      11
SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.........      11
SECTION 109.      SUCCESSORS AND ASSIGNS...........................      11
SECTION 110.      SEPARABILITY CLAUSE..............................      12
SECTION 111.      BENEFITS OF INDENTURE............................      12
SECTION 112.      GOVERNING LAW....................................      12
SECTION 113.      LEGAL HOLIDAYS...................................      12
SECTION 114.      LANGUAGE OF NOTICES, ETC.........................      12
SECTION 115.      INTEREST LIMITATION..............................      12
SECTION 116.      NON-RECOURSE TO THE GENERAL PARTNER;
                  NO PERSONAL LIABILITY OF OFFICERS, DIRECTORS,
                  EMPLOYEES OR PARTNERS............................      13

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 201.      FORMS GENERALLY..................................      14
SECTION 202.      FORM OF FACE OF SECURITY.........................      14
SECTION 203.      FORM OF REVERSE OF SECURITY......................      17
SECTION 204.      GLOBAL SECURITIES................................      22
SECTION 205.      FORM OF TRUSTEE'S CERTIFICATE AND AUTHORIZATION..      23

                                   ARTICLE III
                                   SECURITIES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.............      23
SECTION 302.      DENOMINATIONS....................................      27
SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING...      27
SECTION 304.      TEMPORARY SECURITIES.............................      29
SECTION 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE    29
SECTION 306.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.      31
SECTION 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED...      32
SECTION 308.      PERSONS DEEMED OWNERS............................      33
SECTION 309.      CANCELLATION.....................................      34
SECTION 310.      COMPUTATION OF INTEREST..........................      34
SECTION 311.      CUSIP NUMBERS....................................      34


                                        ii
<PAGE>


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE..........      34
SECTION 402.      APPLICATION OF TRUST MONEY......................       36

                                    ARTICLE V
                                    REMEDIES

SECTION 501.      EVENTS OF DEFAULT...............................       36
SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT     37
SECTION 503.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                  BY TRUSTEE......................................       38
SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM................       38
SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                  SECURITIES......................................       39
SECTION 506.      APPLICATION OF MONEY COLLECTED..................       39
SECTION 507.      LIMITATION ON SUITS.............................       40
SECTION 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                  PREMIUM AND INTEREST............................       40
SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES..............       40
SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE..................       41
SECTION 511.      DELAY OR OMISSION NOT WAIVER....................       41
SECTION 512.      CONTROL BY HOLDERS..............................       41
SECTION 513.      WAIVER OF PAST DEFAULTS.........................       42
SECTION 514.      UNDERTAKING FOR COSTS...........................       42

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.............       42
SECTION 602.      NOTICE OF DEFAULTS..............................       44
SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.......................       44
SECTION 604.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES 45
SECTION 605.      MAY HOLD SECURITIES.............................       45
SECTION 606.      MONEY HELD IN TRUST.............................       45
SECTION 607.      COMPENSATION AND REIMBURSEMENT..................       46
SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS.........       46
SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.........       46
SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR      47
SECTION 611.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........       48
SECTION 612.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                  TO BUSINESS.....................................       49
SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST PARTNERSHIP  49
SECTION 614.      APPOINTMENT OF AUTHENTICATING AGENT.............       50

                                   ARTICLE VII
              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

 SECTION 701.     PARTNERSHIP TO FURNISH TRUSTEE NAMES AND ADDRESSES
                  OF HOLDERS......................................       52
SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                  HOLDERS.........................................       52
SECTION 703.      REPORTS BY TRUSTEE..............................       52
SECTION 704.      REPORTS BY PARTNERSHIP..........................       53


                                        iii

<PAGE>


                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      PARTNERSHIP MAY CONSOLIDATE, ETC., ONLY ON
                  CERTAIN TERMS...................................       54
SECTION 802.      SUCCESSOR SUBSTITUTED...........................       54

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS     55
SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS        56
SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES............       57
SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES...............       57
SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT.............       57
SECTION 906.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES     57

                                    ARTICLE X
                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST......       57
SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.................       58
SECTION 1003.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST      58
SECTION 1004.     STATEMENT BY OFFICERS AS TO DEFAULT.............       59
SECTION 1005.     EXISTENCE.......................................       59
SECTION 1006.     WAIVER OF CERTAIN COVENANTS.....................       60

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 1101.      APPLICABILITY OF ARTICLE.......................       60
SECTION 1102.      ELECTION TO REDEEM; NOTICE TO TRUSTEE..........       60
SECTION 1103.      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED     61
SECTION 1104.      NOTICE OF REDEMPTION...........................       61
SECTION 1105.      DEPOSIT OF REDEMPTION PRICE....................       62
SECTION 1106.      SECURITIES PAYABLE ON REDEMPTION DATE..........       62
SECTION 1107.      SECURITIES REDEEMED IN PART....................       62

                                   ARTICLE XII
                                  SINKING FUND

SECTION 1201.     APPLICABILITY OF ARTICLE........................       63
SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES  63
SECTION 1203.     REDEMPTION OF SECURITIES FOR SINKING FUND.......       63

                                  ARTICLE XIII
                                   DEFEASANCE

SECTION 1301.     APPLICABILITY OF ARTICLE.......................        64
SECTION 1302.     LEGAL DEFEASANCE...............................        64
SECTION 1303.     COVENANT DEFEASANCE............................        66
SECTION 1304.     APPLICATION BY TRUSTEE OF FUNDS DEPOSITED
                  FOR PAYMENT OF SECURITIES......................        67


                                        iv

<PAGE>


SECTION 1305.     REPAYMENT TO PARTNERSHIP.......................        67
SECTION 1306.     REINSTATEMENT..................................        68

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

SECTION 1401.     SECURITIES SUBORDINATED TO SENIOR DEBT..........       68
SECTION 1402.     DISTRIBUTION ON DISSOLUTION, LIQUIDATION AND
                  REORGANIZATION; SUBROGATION OF SECURITIES.......       69
SECTION 1403.     PAYMENTS ON SECURITIES PERMITTED................       71
SECTION 1404.     AUTHORIZATION OF HOLDERS OF SECURITIES TO
                  TRUSTEE TO EFFECT SUBORDINATION.................       71
SECTION 1405.     NOTICES TO TRUSTEE..............................       71
SECTION 1406.     TRUSTEE AS HOLDER OF SENIOR DEBT................       72
SECTION 1407.     MODIFICATION OF TERMS OF SENIOR DEBT............       73

                                        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
subordinated   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.

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

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

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

     "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.  "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

                                        2

<PAGE>

participation  that confers on a Person  the  right  to  receive  a  share  of
the  profits  and  losses  of,  or distributions of assets of, such partnership.

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

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

     "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.

                                        3

<PAGE>




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

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

     "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.

     "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.

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

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

     "Officers'  Certificate"  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,  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.

                                        4

<PAGE>


"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;

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.

     "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.

                                        5

<PAGE>


     "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.

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

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

     "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.

     "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.

                                        6

<PAGE>


     "Senior Debt" of the Partnership, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 301, means (1) all Debt of
the Partnership,  whether currently outstanding or hereafter issued,  unless, by
the terms of the  instrument  creating or  evidencing  such Debt, it is provided
that such Debt is not superior in right of payment to the Securities or to other
Debt which is pari passu with or  subordinated  to the  Securities,  and (2) any
modifications,  refunding, deferrals, renewals or extensions of any such Debt or
securities,  notes or other  evidence of Debt issued in exchange  for such Debt;
provided  that  in no  event  shall  "Senior  Debt"  include  (a)  Debt  of  the
Partnership  owed or owing to any Subsidiary of the  Partnership or any officer,
director or employee of the  Partnership or any  Subsidiary of the  Partnership,
(b) Debt to trade  creditors or (c) any liability for taxes owed or owing by the
Partnership.

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

     "Stated Maturity",  when used with respect to 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.

                                        7

<PAGE>


     "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 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 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 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 or the General
Partner may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel,  unless such officer knows, or in
the exercise of reasonable  care should know, that the certificate or opinion or
representations  with  respect  to the  matters  upon which his  certificate  or

                                        8

<PAGE>


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

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

SECTION 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.

                                        9

<PAGE>


     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.

     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  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  by  the  Trustee  or by  any  Holder  shall  be
sufficient  for every  purpose  hereunder  (unless  otherwise  herein  expressly
provided)  if in  writing  and  mailed,  first-class  postage  prepaid,  to  the
Partnership addressed to it at 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-

                                        10

<PAGE>



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

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

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

SECTION 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,  the holders of Senior Debt

                                        11

<PAGE>



and the Holders,  any benefit or any legal or equitable  right,  remedy or claim
under this Indenture.

SECTION 112.    Governing Law

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

SECTION 113.    Legal Holidays

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

                                        12

<PAGE>



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

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201.    Forms Generally

     The Securities of each series shall be in substantially  the form set forth
in this Article, 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

                                        13

<PAGE>


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 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

                                        14

<PAGE>


premium and on any overdue  installment of interest].  [If applicable,  insert--
The amount of interest  payable for any period shall be computed on the basis of
twelve 30-day months and a 360-day year. The amount of interest  payable for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the days elapsed in any partial month.  In the event that any date on
which interest is payable on this Security is not a Business Day, then a payment
of the  interest  payable on such date will be made on the next  succeeding  day
which is a Business Day (and without any interest or other payment in respect of
any such  delay)  with  the same  force  and  effect  as if made on the date the
payment was  originally  payable.  A "Business  Day" shall mean,  when used with
respect to any Place of Payment, each Monday, Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking institutions in that Place of Payment
are authorized or obligated by law, executive order or regulation to close.] The
interest so payable,  and punctually  paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular Record Date for such  interest,  which shall be
the           or           (whether or not a Business  Day), as the 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

                                        15

<PAGE>



and private debts] [state other currency] [or subject to any laws or regulations
applicable  thereto  and to the right of the  Partnership  (as  provided  in the
Indenture) to rescind the  designation  of any such Paying Agent,  at the [main]
offices of              in              and              in              , or


at such other offices or agencies as the Partnership  may designate,  by [United
States Dollar] [state other  currency]  check drawn on, or transfer to a [United
States Dollar]  account  maintained by the payee with, a bank in The City of New
York [ ] (so long as the applicable  Paying Agent has received  proper  transfer
instructions  in  writing  at least [ ] days  prior to the  payment  date)]  [if
applicable,  insert-; provided, however, that payment of interest may be made at
the option of the  Partnership by [United States Dollar] [state other  currency]
check mailed to the addresses of the Persons  entitled thereto as such addresses
shall  appear in the  Security  Register]  [or by transfer  to a [United  States
Dollar] [state other  currency]  account  maintained by the payee with a bank in
The City of New York [state other Place of Payment]  (so long as the  applicable
Paying Agent has received proper 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

                                        16

<PAGE>


Partnership, the Trustee and the Holders of the Securities and of the terms upon
which  the  Securities  are,  and are to be,  authenticated  and  delivered.  As
provided in the  Indenture,  the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions,  if any, may be subject to different
sinking,  purchase  or  analogous  funds,  if any,  may be subject to  different
covenants  and  Events of Default  and may  otherwise  vary as in the  Indenture
provided or permitted. This Security is one of the series designated on the face
hereof [if applicable, insert--, limited in aggregate principal amount to
U.S.$   ].


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


                                        17

<PAGE>




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










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


     [If  applicable, insert--The sinking fund for this series provides for the
redemption 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  obligations  in respect of the  payment of the  principal  of and
interest,  if any,  on the  Securities  of this  series  shall  terminate.]

                                        18

<PAGE>


     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Partnership and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Partnership and the Trustee with
the consent of not less than the Holders of a majority  in  aggregate  principal
amount of the Outstanding Securities of all series to 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 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,

                                        19

<PAGE>


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  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.

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

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

     The Indenture  contains  provisions that relieve the  Partnership  from the
obligation to comply with certain restrictive covenants in the Indenture and for
satisfaction  and  discharge at

                                        20

<PAGE>


any time of the entire  indebtedness  upon  compliance by the  Partnership  with
certain conditions set forth in the Indenture.

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

                                        21


<PAGE>


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


     If  Securities  of a series are issuable in whole or in part in the form of
one  or  more  Global   Securities,   as  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



                                        22

<PAGE>


                                   ARTICLE III

                                   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;


                                        23

<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 the method of  determination
thereof;


                                        24

<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 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.

                                        25

<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 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

                                        26

<PAGE>


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).

     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.

                                        27

<PAGE>


     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 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.

     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

                                        28

<PAGE>



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  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.


                                       29
<PAGE>

     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 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

                                        30

<PAGE>


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.

     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

                                        31

<PAGE>



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.

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.

                                        32

<PAGE>


     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.

     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.


                                        33

<PAGE>


                                   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  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

                                        34

<PAGE>



satisfaction  and discharge of this  Indenture  with respect to such  Securities
have been complied with.

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture  with
respect to Securities of any series,  (x) the  obligations of the Partnership to
the  Trustee  under  Section  607,  the   obligations  of  the  Trustee  to  any
Authenticating  Agent  under  Section 614 and the right of the Trustee to resign
under Section 610 shall survive, and (y) if money shall have been deposited with
the  Trustee  pursuant  to  subclause  (B) of Clause  (1) of this  Section,  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 (whether or not such payment is  prohibited by the  provisions
of Article XIV hereof); or

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

          (3) default in the performance,  or breach,  of any term,  covenant or
warranty of the  Partnership in this Indenture  (other than a term,  covenant or
warranty a default in whose  performance  or whose  breach is  elsewhere in this
Section  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 by the
Trustee  or to the  Partnership  and the  Trustee  by Holders of at least 25% in
principal  amount of the Outstanding  Securities of that

                                        35

<PAGE>


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 the
Holders of not less than 25% in principal  amount of the Outstanding  Securities
of that series may declare the principal amount of (or, if any of the Securities
of that series are  Original  Issue  Discount  Securities,  such  portion of the
principal  amount of such  Securities as may be specified in the terms thereof),
and accrued but unpaid interest, if any, on all of the Securities of that series
to be due and  payable  immediately,  by a notice in writing to the  Partnership
(and to the Trustee if given by  Holders),  and upon any such  declaration  such
principal amount (or specified amount) shall become immediately due and payable.

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

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

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

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

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

                                        36

<PAGE>



               (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 (whether or not such payment is  prohibited by the  provisions
of Article XIV hereof), or

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

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

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

     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.

                                        37

<PAGE>



SECTION 504.    Trustee May File Proofs of Claim

     In case of any judicial proceeding relative to the Partnership 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 the  Holders  and the  Trustee  allowed  in any such
proceeding.  In  particular,  the  Trustee  shall be  authorized  to collect and
receive any moneys or other  property  payable or deliverable on any such claims
and to distribute  the same;  and any custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  or  other  similar  official  in  any  such  judicial
proceeding  is hereby  authorized  by each  Holder to make such  payments to the
Trustee and, in the event that the Trustee  shall  consent to the making of such
payments  directly to the  Holders,  to pay to the Trustee any amount due it for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee,  its agents and counsel,  and any other  amounts due the Trustee  under
Section 607.

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

SECTION 505.    Trustee May Enforce Claims Without Possession of Securities

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

SECTION 506.    Application of Money Collected

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

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

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

                                        38

<PAGE>



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

SECTION 507.    Limitation on Suits

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

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

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

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

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

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

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

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

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security shall have the right, which is absolute and  unconditional,  to receive
payment of the  principal  of and any premium and  (subject to Sections  305 and
307) interest on such Security on the 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 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

                                        39

<PAGE>


to any  determination in such proceeding,  the Partnership,  the Trustee and the
Holders shall be restored  severally and  respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510.    Rights and Remedies Cumulative

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

SECTION 511.    Delay or Omission Not Waiver

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

SECTION 512.    Control by Holders

     Subject to the  provisions  of Section  603,  the  Holders of a majority in
aggregate  principal  amount of the  Outstanding  Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any  remedy  available  to the  Trustee,  or  exercising  any trust or power
conferred  on the  Trustee,  with  respect  to the  Securities  of such  series;
provided,  however,  that

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

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

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

                                        40

<PAGE>



SECTION 513.    Waiver of Past Defaults

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

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

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

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

SECTION 514.    Undertaking for Costs

     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).

                                   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

                                        41

<PAGE>


               (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

               (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

                                        42

<PAGE>



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  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;

                                        43

<PAGE>



          (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.

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


                                        44

<PAGE>



          (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  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.

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.  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

                                        45

<PAGE>




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 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 the Holders
of a majority in principal  amount of the Outstanding  Securities of such series
delivered to the Partnership and the retiring Trustee,  the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable  requirements of Section 611,  become the successor  Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor  Trustee  appointed by the Partnership.  If no successor  Trustee with
respect to the  Securities  of any series  shall have been so  appointed  by the
Partnership or the Holders and accepted  appointment  in the manner  required by
Section  611,  any Holder who has been a bona fide  Holder of a Security of such
series  for at least  six  months  may,  on  behalf of

                                        46

<PAGE>



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 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.

                                        47

<PAGE>



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

SECTION 613.    Preferential Collection of Claims Against Partnership

     If and when the Trustee shall be or become a creditor of the Partnership 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  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

                                        48

<PAGE>



capital  and  surplus  of such  Authenticating  Agent  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  If at any time an Authenticating Agent shall cease to be eligible
in accordance  with the provisions of this Section,  such  Authenticating  Agent
shall  resign  immediately  in the manner and with the effect  specified in this
Section.

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

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the  Trustee  and to the  Partnership.  The  Trustee  may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such  Authenticating  Agent and to the  Partnership.  Upon  receiving  such a
notice of resignation  or upon such a  termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee may appoint a successor  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


                                        By:  ________________________________
                                                As Authenticating Agent


                                        By:  ________________________________
                                                Authorized Signatory



                                        49

<PAGE>



                                   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;

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.

                                        50

<PAGE>



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 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 May Consolidate, Etc., Only on Certain Terms

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


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

          (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;

                                        51

<PAGE>




          (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.

SECTION 802.    Successor Substituted

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures Without Consent of Holders


     Without the consent of any Holders 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 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;

          (2)   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;

          (3)   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;

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


                                        52

<PAGE>




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

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

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

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

          (9) 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

          (10) 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 the 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 modify
the  provisions  of this  Indenture  with  respect to the  subordination  of the
Securities in a manner  adverse to the Holders or adversely  affect any right to
convert or exchange any Security into any other security, 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;

          (5)  modify  the  provisions  of this  Indenture  with  respect to the
subordination of any Security in a manner adverse to the Holder thereof; or

                                        53

<PAGE>



          (6) 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.

     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 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.

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                                    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.

     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,

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<PAGE>



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

     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
(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.

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SECTION 1005.   Existence

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

SECTION  1006.  Waiver of Certain Covenants

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

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

                                   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

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

SECTION 1103.   Selection by Trustee of Securities to be Redeemed

     If less than all the  Securities  of any series are to be redeemed  (unless
all the Securities of such series and of a specified  tenor are to be redeemed),
the particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  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.

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.

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     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 Section 301,  installments of interest whose Stated
Maturity is on or prior to the  Redemption  Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant  Record Dates according to their terms and
the provisions of Section 307.

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

SECTION 1107.   Securities Redeemed in Part

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

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                                  ARTICLE XII

                                  SINKING FUND

SECTION 1201.   Applicability of Article

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

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

SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities

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

SECTION 1203.   Redemption of Securities for Sinking Fund

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

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                                  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  obligations in connection therewith  (including,  but not limited
to, Section 607), (v) the rights,  if any, to convert or exchange the Securities
of such series,  (vi) the rights of the Holders of  Securities of such series as
beneficiaries  hereof with respect to the property so deposited with the Trustee
payable  to all or any of them,  and (vii) the  obligations  of the  Partnership
under Section 1002), and the Trustee, at the expense of the Partnership,  shall,
upon a Partnership Request,  execute proper instruments  acknowledging the same,
if the conditions set forth below are satisfied (hereinafter, "defeasance"):

          (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 the Holders of the  Securities of such series (A) cash
in an amount,  or (B) in the case of any series of  Securities  the  payments on
which may only be made in legal  coin or  currency  of the United  States,  U.S.
Government Obligations,  maturing as to principal and interest at such times and
in such amounts as will insure the  availability  of cash,  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;

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<PAGE>


          (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, the Holders
of the  Securities  of such series will not recognize  income,  gain or loss for
federal  income  tax  purposes  as a  result  of such  deposit,  defeasance  and
discharge  and will be subject to federal  income tax on the same  amount and in
the same  manner  and at the same  times,  as would  have  been the case if such
deposit, defeasance and discharge had not occurred;

          (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;

          (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 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,  if any, shall be released on the
91st day after the date of the deposit  referred to in Clause (1) below from its
obligations  under  Sections 704, 801 and 1005 with respect to the Securities of
any series on and after the date the  conditions  set forth

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

          (1)  The  Partnership  has  irrevocably  deposited  or  caused  to  be
deposited with the Trustee as trust funds in trust for the purpose of making the
following payments,  specifically  pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series,  (A) cash in an
amount, or (B) in the case of any series of Securities the payments on which may
only be made in legal coin or currency  of the United  States,  U.S.  Government
Obligations,  maturing as to  principal  and  interest at such times and in such
amounts as will insure the  availability of cash, 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 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 the Holders of the  Securities of such series will not
recognize  income,  gain or loss for federal  income tax purposes as a result of
such deposit and covenant  defeasance  and will be subject to federal income tax
on the same  amount  and in the same  manner  and at the same 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);

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          (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 the Holders of the  particular  Securities of such series
for the payment or redemption of which such moneys have been  deposited with the
Trustee,  of all sums due and to become due thereon for  principal and 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 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

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order or judgment of any court or governmental authority enjoining,  restraining
or otherwise  prohibiting such  application,  the obligations of the Partnership
under this  Indenture,  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  has made any payment of
principal  of or  interest  on any  Securities  of such  series  because  of the
reinstatement  of its  obligations,  the Partnership  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

                           SUBORDINATION OF SECURITIES

SECTION 1401.   Securities Subordinated to Senior Debt

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

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

          (3) If any default occurs (other than a default described in paragraph
(2) of this Section 1401) under the Senior Debt of the Partnership,  pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except  such notice as may be required to effect such  acceleration)  or at the
expiration of any  applicable  grace periods (a "Senior  Nonmonetary  Default"),
then,  upon the receipt by the  Partnership  and the  Trustee of written  notice
thereof  (a  "Payment  Blockage  Notice")  from or on behalf of  holders of such
Senior Debt of the  Partnership  specifying an election to prohibit such payment
and other action by the Partnership in accordance with the following  provisions
of this  paragraph  (3),  the  Partnership  may not make any payment or take any
other  action that would be  prohibited  by  paragraph  (2) of this Section 1401
during the period (the  "Payment  Blockage  Period")

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commencing on the date of receipt of such Payment  Blockage Notice and ending on
the earlier of (A) the date, if any, on which the holders of such Senior Debt or
their  representative  notifies the Trustee that such Senior Nonmonetary Default
is cured or waived or ceases to exist or the Senior  Debt to which  such  Senior
Nonmonetary Default relates is discharged or (B) the 179th day after the date of
receipt  of  such  Payment  Blockage  Notice.   Notwithstanding  the  provisions
described in the  immediately  preceding  sentence,  the  Partnership may resume
payments on the Securities following such Payment Blockage Period.

SECTION 1402.   Distribution on Dissolution, Liquidation and Reorganization;
                Subrogation of Securities

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

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

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

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


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<PAGE>


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

     The Trustee,  however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of the  Partnership.  The Trustee  shall not be liable to
any such holder if it shall pay over or distribute to or on behalf of Holders of
Securities  or the  Partnership  moneys or assets to which any  holder of Senior
Debt of the  Partnership  shall be entitled by virtue of this  Article  XIV. The
rights and claims of the Trustee  under  Section 607 shall not be subject to the
provisions of this Article XIV.

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

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<PAGE>


SECTION 1403.   Payments on Securities Permitted

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

SECTION 1404.   Authorization of Holders of Securities to Trustee to Effect
                Subordination

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

SECTION 1405.   Notices to Trustee

     The Partnership  shall give prompt written notice to a Responsible  Officer
of the Trustee  located at the Corporate Trust Office of the Trustee of any fact
known to the Partnership  which would prevent the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of this
Article XIV or any other  provisions of this Indenture,  neither the Trustee nor
any Paying Agent (other than the Partnership) shall be charged with knowledge of
the existence of any Senior Debt of the  Partnership or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee,  at its Corporate  Trust Office) written notice thereof
from the Partnership or from the holder of any Senior Debt of the Partnership or
from the trustee  for or  representative  of any Senior Debt of the  Partnership
together with proof  satisfactory  to the Trustee of such holding of such Senior
Debt or of the authority of such trustee or representative;  provided,  however,
that if at least two  Business  Days  prior to the date upon  which by the terms
hereof any such moneys may become  payable for any purpose  (including,  without
limitation,  the  payment  of the  principal,  premium,  interest,  of or on any
Security,  or any  interest  thereon)  or the date on which  the  Trustee  shall
execute an instrument acknowledging satisfaction and discharge of this Indenture
or the defeasance of Securities  pursuant to Section 1302 or the date on which a
deposit  pursuant to clause (1) of Section 1303 is made,  the Trustee  shall not
have received with respect to such moneys or the moneys  deposited  with it as a
condition to such  satisfaction  and discharge or defeasance the notice provided
for in this  Section  1405,  then,  anything  herein  contained  to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to

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<PAGE>


apply the same to the  purpose  for which they were  received,  and shall not be
affected by any notice to the contrary,  which may be received by it on or after
such two  Business  Days prior to such date.  The  Trustee  shall be entitled to
conclusively  rely  on  the  delivery  to it of a  written  notice  by a  person
representing  himself  to be a holder of Senior  Debt of the  Partnership  (or a
trustee or  representative  on behalf of such holder) to  establish  that such a
notice has been given by a holder of Senior Debt of the Partnership or a trustee
or  representative  on behalf of any such holder.  In the event that the Trustee
determines  in good faith that further  evidence is required with respect to the
right of any Person as a holder of Senior Debt of the Partnership to participate
in any payment or  distribution  pursuant to this  Article  XIV, the Trustee may
request such Person to furnish  evidence to the reasonable  satisfaction  of the
Trustee as to the amount of Senior Debt of the Partnership  held by such Person,
the extent to which such Person is entitled to  participate  in such  payment or
distribution  and any other facts  pertinent  to the rights of such Person under
this Article XIV and, if such evidence is not  furnished,  the Trustee may defer
any payment to such Person  pending  judicial  determination  as to the right of
such Person to receive such payment.

SECTION 1406.   Trustee as Holder of Senior Debt

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

SECTION 1407.   Modification  of Terms of Senior Debt

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

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

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

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<PAGE>



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

                                                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



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