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                                                                     EXHIBIT 4.1

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                             BUCKEYE PARTNERS, L.P.

                                     ISSUER

                                  SUNTRUST BANK

                                     TRUSTEE

                                    INDENTURE

                           DATED AS OF JULY [__], 2003

                                 DEBT SECURITIES


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<PAGE>
                             BUCKEYE PARTNERS, L.P.

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE
                    TRUST INDENTURE ACT OF 1939, AS AMENDED:

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                  Indenture Section
-----------                                                  -----------------
<S>                                                          <C>
Section 310(a)(1).........................................                6.09
      (a)(2)..............................................                6.09
      (a)(3)..............................................      Not Applicable
      (a)(4)..............................................      Not Applicable
      (b).................................................          6.08; 6.10
Section 311(a)............................................                6.13
      (b).................................................                6.13
Section 312(a)............................................          7.01; 7.02
      (b).................................................                7.02
      (c).................................................                7.02
Section 313(a)............................................                7.03
      (b).................................................                7.03
      (c).................................................                7.03
      (d).................................................                7.03
Section 314(a)............................................                7.04
      (a)(4)..............................................               10.04
      (b).................................................      Not Applicable
      (c)(1)..............................................                1.02
      (c)(2)..............................................                1.02
      (c)(3)..............................................      Not Applicable
      (d).................................................      Not Applicable
      (e).................................................                1.02
Section 315(a)............................................          6.01, 6.03
      (b).................................................                6.02
      (c).................................................                6.01
      (d).................................................                6.01
      (e).................................................                5.14
Section 316(a)............................................                1.01
      (a)(1)(A)...........................................          5.02; 5.12
      (a)(1)(B)...........................................                5.13
      (a)(2)..............................................      Not Applicable
      (b).................................................                5.08
      (c).................................................                1.04
Section 317(a)(1).........................................                5.03
      (a)(2)..............................................                5.04
      (b).................................................               10.03
Section 318(a)............................................                1.07
</TABLE>

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


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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
ARTICLE I         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................    1

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

         Section 1.02          Compliance Certificates and Opinions.............................................   11

         Section 1.03          Form of Documents Delivered to Trustee...........................................   11

         Section 1.04          Acts of Holders; Record Dates....................................................   12

         Section 1.05          Notices, Etc., to Trustee and Partnership........................................   14

         Section 1.06          Notice to Holders; Waiver........................................................   14

         Section 1.07          Conflict with Trust Indenture Act................................................   15

         Section 1.08          Effect of Headings and Table of Contents.........................................   15

         Section 1.09          Successors and Assigns...........................................................   15

         Section 1.10          Separability Clause..............................................................   15

         Section 1.11          Benefits of Indenture............................................................   15

         Section 1.12          Governing Law....................................................................   15

         Section 1.13          Legal Holidays...................................................................   15

         Section 1.14          Language of Notices, Etc.........................................................   16

         Section 1.15          Non-Recourse to the General Partner; No Personal Liability of Officers,
                               Directors, Employees or Partners.................................................   16

ARTICLE II        SECURITY FORMS................................................................................   16

         Section 2.01          Forms Generally..................................................................   16

         Section 2.02          Form of Face of Security.........................................................   17

         Section 2.03          Form of Reverse of Security......................................................   19

         Section 2.04          Global Securities................................................................   24

         Section 2.05          Form of Trustee's Certificate and Authorization..................................   25

ARTICLE III       THE SECURITIES................................................................................   25

         Section 3.01          Amount Unlimited; Issuable in Series.............................................   25

         Section 3.02          Denominations....................................................................   28

         Section 3.03          Execution, Authentication, Delivery and Dating...................................   28

         Section 3.04          Temporary Securities.............................................................   30

         Section 3.05          Registration, Registration of Transfer and Exchange..............................   31

         Section 3.06          Mutilated, Destroyed, Lost and Stolen Securities.................................   32
</TABLE>


                                       i
<PAGE>
                               TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
         Section 3.07          Payment of Interest; Interest Rights Preserved...................................   33

         Section 3.08          Persons Deemed Owners............................................................   34

         Section 3.09          Cancellation.....................................................................   34

         Section 3.10          Computation of Interest..........................................................   35

         Section 3.11          CUSIP Numbers....................................................................   35

ARTICLE IV        SATISFACTION AND DISCHARGE....................................................................   35

         Section 4.01          Satisfaction and Discharge of Indenture..........................................   35

         Section 4.02          Application of Trust Money.......................................................   36

ARTICLE V         EVENTS OF DEFAULT; REMEDIES...................................................................   36

         Section 5.01          Events of Default................................................................   36

         Section 5.02          Acceleration of Maturity; Rescission and Annulment...............................   38

         Section 5.03          Collection of Indebtedness and Suits for Enforcement by Trustee..................   39

         Section 5.04          Trustee May File Proofs of Claim.................................................   39

         Section 5.05          Trustee May Enforce Claims Without Possession of Securities......................   40

         Section 5.06          Application of Money Collected...................................................   40

         Section 5.07          Limitation on Suits..............................................................   40

         Section 5.08          Unconditional Right of Holders to Receive Principal, Premium and Interest........   41

         Section 5.09          Restoration of Rights and Remedies...............................................   41

         Section 5.10          Rights and Remedies Cumulative...................................................   41

         Section 5.11          Delay or Omission Not Waiver.....................................................   41

         Section 5.12          Control by Holders...............................................................   42

         Section 5.13          Waiver of Past Defaults..........................................................   42

         Section 5.14          Undertaking for Costs............................................................   42

         Section 5.15          Waiver of Usury, Stay or Extension Laws..........................................   43

ARTICLE VI        THE TRUSTEE...................................................................................   43

         Section 6.01          Certain Duties and Responsibilities..............................................   43

         Section 6.02          Notice of Defaults...............................................................   44

         Section 6.03          Certain Rights of Trustee........................................................   44

         Section 6.04          Individual Rights of Trustee.....................................................   45
</TABLE>


                                       ii
<PAGE>
                               TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
         Section 6.05          Money Held in Trust..............................................................   46

         Section 6.06          Reports by Trustee to Holders....................................................   46

         Section 6.07          Compensation and Indemnity.......................................................   46

         Section 6.08          Disqualification; Conflicting Interests..........................................   47

         Section 6.09          Corporate Trustee Required; Eligibility..........................................   47

         Section 6.10          Resignation and Removal; Appointment of Successor................................   47

         Section 6.11          Acceptance of Appointment by Successor...........................................   49

         Section 6.12          Merger, Conversion, Consolidation or Succession to Business......................   50

         Section 6.13          Preferential Collection of Claims Against Partnership............................   50

         Section 6.14          Appointment of Authenticating Agent..............................................   50

ARTICLE VII       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP.........................................   52

         Section 7.01          Partnership to Furnish Trustee Names and Addresses of Holders....................   52

         Section 7.02          Preservation of Information; Communications to Holders...........................   52

         Section 7.03          Reports by Trustee...............................................................   52

         Section 7.04          Reports by Partnership...........................................................   53

ARTICLE VIII      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..........................................   53

         Section 8.01          Partnership May Consolidate, Etc., Only on Certain Terms.........................   53

         Section 8.02          Successor Substituted............................................................   54

ARTICLE IX        SUPPLEMENTAL INDENTURES.......................................................................   54

         Section 9.01          Supplemental Indentures Without Consent of Holders...............................   54

         Section 9.02          Supplemental Indentures with Consent of Holders..................................   55

         Section 9.03          Execution of Supplemental Indentures.............................................   56

         Section 9.04          Effect of Supplemental Indentures................................................   56

         Section 9.05          Conformity with Trust Indenture Act..............................................   56

         Section 9.06          Reference in Securities to Supplemental Indentures...............................   56

ARTICLE X         COVENANTS.....................................................................................   57

         Section 10.01         Payment of Principal, Premium and Interest.......................................   57

         Section 10.02         Maintenance of Office or Agency..................................................   57

         Section 10.03         Money for Securities Payments to Be Held in Trust................................   58
</TABLE>


                                       iii
<PAGE>
                               TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>
         Section 10.04         Statement by Officers as to Default..............................................   58

         Section 10.05         Existence........................................................................   59

         Section 10.06         Limitations on Liens.............................................................   59

         Section 10.07         Restriction of Sale-Leaseback Transaction........................................   60

         Section 10.08         Waiver of Certain Covenants......................................................   61

ARTICLE XI        REDEMPTION OF SECURITIES......................................................................   61

         Section 11.01         Applicability of Article.........................................................   61

         Section 11.02         Election to Redeem; Notice to Trustee............................................   62

         Section 11.03         Selection by Trustee of Securities to be Redeemed................................   62

         Section 11.04         Notice of Redemption.............................................................   62

         Section 11.05         Deposit of Redemption Price......................................................   63

         Section 11.06         Securities Payable on Redemption Date............................................   63

         Section 11.07         Securities Redeemed in Part......................................................   64

ARTICLE XII       SINKING FUNDS.................................................................................   64

         Section 12.01         Applicability of Article.........................................................   64

         Section 12.02         Satisfaction of Sinking Fund Payments with Securities............................   64

         Section 12.03         Redemption of Securities for Sinking Fund........................................   64

ARTICLE XIII DEFEASANCE.........................................................................................   65

         Section 13.01         Applicability of Article.........................................................   65

         Section 13.02         Legal Defeasance.................................................................   65

         Section 13.03         Covenant Defeasance..............................................................   67

         Section 13.04         Application by Trustee of Funds Deposited for Payment of Securities..............   68

         Section 13.05         Repayment to Partnership.........................................................   68

         Section 13.06         Reinstatement....................................................................   69
</TABLE>


                                       iv
<PAGE>
         INDENTURE dated as of July [__], 2003, between BUCKEYE PARTNERS, L.P.,
a Delaware limited partnership (the "Partnership"), having its principal office
at 5 Radnor Corporate Center, 100 Matsonford Road, Radnor, Pennsylvania, 19087,
and SUNTRUST BANK, a Georgia banking corporation, as Trustee (the "Trustee").

                           RECITALS OF THE PARTNERSHIP

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

         All things necessary to make this Indenture a valid and legally binding
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 1.01 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 GAAP, and, except as otherwise herein
expressly provided, the term GAAP with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation;

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


                                       1
<PAGE>
         (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 1.04.

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

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

         "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 3.01
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


                                       2
<PAGE>
equivalents (however designated) of capital stock, including, without
limitation, with respect to partnerships, partnership interests (whether general
or limited) and any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, such partnership.

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

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

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office as of the date hereof is located at 25 Park Place,
N.E., 24th Floor, Atlanta, Georgia 30303.

         "Corporation" means a corporation, association, joint-stock company or
business trust.

         "covenant defeasance" has the meaning specified in Section 13.03.

         "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.

         "Defaulted Interest" has the meaning specified in Section 3.07.

         "Defeasance" has the meaning specified in Section 13.02.

         "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 3.01, 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


                                       3
<PAGE>
of payment is legal tender for the payment of public and private debts.

         "Event of Default" has the meaning specified in Section 5.01.

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

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

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession.

         "General Partner" means Buckeye Pipe Line Company, a Delaware
corporation, and any successor thereto.

         "Global Security" means a Security in global form that evidences all or
part of the Securities of any series and is authenticated and delivered to, and
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.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures of similar instruments or letters of
credit (or reimbursement agreements in respect thereof), except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit) would appear as a
liability upon a balance sheet of such Person prepared in accordance with
generally accepted accounting principles.

         "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" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.

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

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


                                       4
<PAGE>
         "Issue Date" means with respect to any series of Debt Securities issued
under this Indenture the date on which Debt Securities of that series are
initially issued under this Indenture.

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

         "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.

         "Material Adverse Effect" shall mean (i) an impairment of the operation
by the Partnership and its Restricted Subsidiaries of the pipeline systems of
the Partnership and its Restricted Subsidiaries which materially adversely
affects the manner in which such pipeline systems, taken as a whole, have been
operated by the Partnership and its Restricted Subsidiaries (whether due to
damage to, or a defect in the right, title or interest of the Partnership or any
of its Restricted Subsidiaries in and to, any of the assets constituting such
pipeline system or for any other reason) or (ii) a material decline in the
financial condition or results of operations or business prospects of the
Partnership and its Restricted Subsidiaries, taken as a whole, or (iii) an
inability of the Partnership to make timely payments of principal and interest
on the Securities, in each case as a result (whether or not simultaneous) of the
occurrence of one or more events and/or the materialization or failure to
materialize of one or more conditions and/or the taking of or failure to take
one or more actions described in this Indenture by reference to a Material
Adverse Effect.

         "Notice of Default" means a written notice of the kind specified in
Section 5.01(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 10.04 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 in
all material respects with the provisions of Sections 1.02 and 1.03. 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 5.02.

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


                                       5
<PAGE>
         (1) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

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

         (3) Securities which have been paid pursuant to Section 3.06 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

         (4) Securities, except to the extent provided in Sections 13.02 and
13.03, 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 to such date pursuant to Section 5.02, (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 3.01 on the
date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security, of the amount
determined as provided in Clause (A) above) of such Security, and (C) Securities
owned by the Partnership or any other obligor upon the Securities or any
Affiliate of the Partnership or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned as described in Clause
(C) above which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not the
Partnership or any other obligor upon the Securities or any Affiliate of the
Partnership or of such other obligor.

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


                                       6
<PAGE>
         "Partnership" means the Person named as the "Partnership" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Partnership" shall mean such successor Person.

         "Partnership Request" or "Partnership Order" means a written request or
order signed in the name of the Partnership by the Chairman of the Board, the
Vice Chairman, the President or a Vice President of the General Partner, and by
the Chief Financial Officer, 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 3.01 with respect thereto, are to be determined by the Partnership upon
the issuance of such Securities.

         "Permitted Liens" means (i) Liens upon rights-of-way for pipeline
purposes; (ii) any statutory or governmental Lien or Lien arising by operation
of law, or any mechanics', repairmen's, materialmen's, suppliers', carriers',
landlords', warehousemen's or similar Lien incurred in the ordinary course of
business which is not yet due or which is being contested in good faith by
appropriate proceedings and any undetermined Lien which is incidental to
construction, development, improvement or repair; (iii) the right reserved to,
or vested in, any municipality or public authority by the terms of any right,
power, franchise, grant, license, permit or by any provision of law, to purchase
or recapture or to designate a purchaser of, any property; (iv) Liens of taxes
and assessments which are (A) for the then current year, (B) not at the time
delinquent, or (C) delinquent but the validity of which is being contested at
the time by the Partnership or any Restricted Subsidiary in good faith; (v)
Liens of, or to secure performance of, leases, other than capital leases; (vi)
any Lien upon, or deposits of, any assets in favor of any surety company or
clerk of court for the purpose of obtaining indemnity or stay of judicial
proceedings; (vii) any Lien upon property or assets acquired or sold by the
Partnership or any Restricted Subsidiary resulting from the exercise of any
rights arising out of defaults on receivables; (viii) any Lien incurred in the
ordinary course of business in connection with workmen's compensation,
unemployment insurance, temporary disability, social security, retiree health or
similar laws or regulations or to secure obligations imposed by statute or
governmental regulations; (ix) any Lien in favor of the Partnership or any
Restricted Subsidiary; (x) any Lien in favor of the United States of America or
any state thereof, or any department, agency or instrumentality or political
subdivision of the United States of America or any state thereof, to secure
partial, progress, advance, or other payments pursuant to any contract or
statute, or any Debt incurred by the Partnership or any Restricted Subsidiary
for the purpose of financing all or any part of the purchase price of, or the
cost of constructing, developing, repairing or improving, the property or assets
subject to such Lien; (xi) any Lien securing industrial development, pollution
control or similar revenue bonds; (xii) any Lien securing Debt of the
Partnership or


                                       7
<PAGE>
any Restricted Subsidiary, all or a portion of the net proceeds of which are
used, substantially concurrent with the funding thereof (and for purposes of
determining such "substantial concurrence," taking into consideration, among
other things, required notices to be given to Holders of outstanding securities
under this Indenture (including the Securities) in connection with such
refunding, refinancing or repurchase, and the required corresponding durations
thereof), to refinance, refund or repurchase all outstanding securities under
this Indenture (including the Securities), including the amount of all accrued
interest thereon and reasonable fees and expenses and premium, if any, incurred
by the Partnership or any Restricted Subsidiary in connection therewith; (xiii)
Liens in favor of any Person to secure obligations under the provisions of any
letters of credit, bank guarantees, bonds or surety obligations required or
requested by any governmental authority in connection with any contract or
statute; (xiv) any Lien upon or deposits of any assets to secure performance of
bids, trade contracts, leases or statutory obligations; (xv) any Lien or
privilege vested in any grantor, lessor or licensor or permittor for rent or
other charges due or for any other obligations or acts to be performed, the
payment of which rent or other charges or performance of which other obligations
or acts is required under leases, easements, rights-of-way, leases, licenses;
franchises, privileges, grants or permits, so long as payment of such rent or
the performance of such other obligations or acts is not delinquent or the
requirement for such payment or performance is being contested in good faith by
appropriate proceedings; (xvi) defects and irregularities in the titles to any
property which do not have a Material Adverse Effect; (xvii) easements,
exceptions or reservations in any property of the Partnership or any of its
Restricted Subsidiaries granted or reserved for the purpose of pipelines, roads,
the removal of oil, gas, coal or other minerals, and other like purposes for the
joint or common use of real property, facilities and equipment, which do not
have a Material Adverse Effect; (xviii) rights reserved to or vested in any
grantor, lessor, licensor, municipality or public authority to control or
regulate any property of the Partnership or any of its Restricted Subsidiaries
or to use any such property; provided, that the Partnership or such Restricted
Subsidiary shall not be in default in respect of any material obligation (except
that the Partnership or such Restricted Subsidiary may be contesting any such
obligation in good faith) to such grantor, lessor, licensor, municipality or
public authority; and provided, further, that such control, regulation or use
will not have a Material Adverse Effect; (xix) any obligations or duties to any
municipality or public authority with respect to any lease, easement,
right-of-way, license, franchise, privilege, permit or grant; or (xx) Liens or
burdens imposed by any law or governmental regulation, including, without
limitation, those imposed by environmental and zoning laws, ordinances, and
regulations; provided, in each case, the Partnership or any of its Restricted
Subsidiaries is not in default in any material obligation (except that the
Partnership or such Restricted Subsidiary may be contesting any such obligation
in good faith) to such Person in respect of such property; provided, further,
that the existence of such Liens and burdens do not have a Material Adverse
Effect.

         "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 3.01, 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 10.02, the principal of and any premium and interest


                                       8
<PAGE>
on the Securities of that series are payable as specified as contemplated by
Section 3.01.

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

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

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "Restricted Subsidiary" shall mean the Subsidiaries of the Partnership
identified on Exhibit A as well as any Subsidiary of the Partnership formed
after the date hereof that has not been designated by the Board of Directors, at
its creation or acquisition, as an Unrestricted Subsidiary. The Partnership may
thereafter redesignate an Unrestricted Subsidiary as a Restricted Subsidiary and
it will thereafter be a Restricted Subsidiary; provided, that such Restricted
Subsidiary may not thereafter be redesignated as an Unrestricted Subsidiary, and
provided, further, that no Subsidiary may be designated as an Unrestricted
Subsidiary at any time other than at its creation or acquisition.

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

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


                                       9
<PAGE>
         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

         "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Interests 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 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 9.05; 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.

         "Unrestricted Subsidiary" shall mean the subsidiaries of the
Partnership identified on Exhibit A as well as any Subsidiary of the Partnership
formed after the date hereof that has been designated by the Board of Directors
as an "Unrestricted Subsidiary" at the time of its creation or acquisition;
provided that no Debt or other obligation of such Unrestricted Subsidiary may be
assumed or guaranteed by the Partnership or any Restricted Subsidiary, nor may
any asset of the Partnership or any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, become encumbered or otherwise subject to
the satisfaction thereof.

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

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


                                       10
<PAGE>
Section 1.02 Compliance Certificates and Opinions.

         Upon any application or request by the Partnership to the Trustee to
take any action under any provision of this Indenture, the Partnership shall
furnish to the Trustee an Officers' Certificate 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. Each such certificate
shall be given in the form of an Officers' Certificate 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 10.04) 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 1.03 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 of an officer of the Partnership or the General Partner
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Partnership or
the General Partner stating that the information with respect to such factual
matters is in the possession of the Partnership or the General Partner, unless
such counsel knows that the certificate or opinion or representations with
respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture,


                                       11
<PAGE>
they may, but need not, be consolidated and form one instrument.

Section 1.04 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.

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

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

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

         The Partnership may, in the circumstances permitted by the Trust
Indenture Act, 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. 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,


                                       12
<PAGE>
whether or not such Holders remain Holders after such record date. With regard
to any action that may be given or taken hereunder only by Holders of a
requisite principal amount of Outstanding Securities of any series (or their
duly appointed agents) and for which a record date is set pursuant to this
paragraph, the Partnership may, at its option, set an expiration date after
which no such action purported to be given or taken by any Holder shall be
effective hereunder unless given or taken on or prior to such expiration date by
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents). On or prior to any
expiration date set pursuant to this paragraph, the Partnership may, on one or
more occasions at its option, extend such date to any later date. Promptly after
setting such record date or expiration date, or extension thereof, the
Partnership shall notify in writing the Trustee and the Holder of Outstanding
Securities of such series of any record date or expiration date, or extension
thereof, so fixed. Nothing in this paragraph shall prevent any Holder (or any
duly appointed agent thereof) from giving or taking, after any such expiration
date, any action identical to, or, at any time, contrary to or different from,
the action or purported action to which such expiration date relates, in which
event the Partnership may set a record date in respect thereof pursuant to this
paragraph. Nothing in this paragraph shall be construed to render ineffective
any action taken at any time by the Holders (or their duly appointed agents) of
the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is so taken. Notwithstanding the foregoing or the Trust
Indenture Act, the Partnership shall not set a record date for, and the
provisions of this paragraph shall not apply with respect to, any notice,
declaration or direction referred to in the next paragraph.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.02, if an Event of Default with respect to
Securities of such series has occurred and is continuing and the Trustee shall
not have given such a declaration to the Partnership, (iii) any request to
institute proceedings referred to in Section 5.07(2) or (iv) any direction
referred to in Section 5.12, in each case with respect to Securities of such
series. Promptly after any record date is set pursuant to this paragraph, the
Trustee shall notify in writing the Partnership and the Holders of Outstanding
Securities of such series of any such record date so fixed and the proposed
action. The Holders of Outstanding Securities of such series on such record date
(or their duly appointed agents), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders
remain Holders after such record date; provided that, unless such notice,
declaration or direction shall have become effective by virtue of Holders of the
requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents) having joined therein on or prior
to the 90th day after such record date, such notice, declaration or direction
shall automatically and without any action by any Person be cancelled and of no
further effect. Nothing in this paragraph shall be construed to prevent a Holder
(or a duly appointed agent thereof) from giving, before or after the expiration
of such 90-day period, a notice, declaration or direction contrary to or
different from, or, after the expiration of such period, identical to, the
notice, declaration or direction to which such record date relates, in which
event a new record date in respect thereof shall be set pursuant to this
paragraph. Nothing in this paragraph shall be construed to render ineffective
any notice, declaration or direction of the type referred to in this paragraph
given at any time to the Trustee and the Partnership by Holders (or their duly
appointed agents) of the requisite principal amount of Outstanding Securities of
the relevant series on the date such notice, declaration or direction is so
given.


                                       13
<PAGE>
         Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

Section 1.05 Notices, Etc., to Trustee and Partnership.

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

         (1) the Trustee by any Holder or by the Partnership shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing (which
may be via facsimile) to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Department, 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 (which may be via facsimile) and mailed, first-class postage prepaid, to
the Partnership addressed to it at 5 Radnor Corporate Center, 100 Matsonford
Road, Radnor, Pennsylvania, 19087, to the attention of the Corporate Secretary,
or at any other address previously furnished in writing to the Trustee by the
Partnership.

Section 1.06 Notice to Holders; Waiver.

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

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

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


                                       14
<PAGE>
Section 1.07 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. Wherever
this Indenture refers to a provision of the Trust Indenture Act, such provision
is incorporated by reference in and made a part of this Indenture. All terms
used in this Indenture that are defined by the Trust Indenture Act, defined by
the Trust Indenture Act referenced to another statute or defined by any rule of
the Commission and not otherwise defined herein shall have the meanings ascribed
to them thereby.

Section 1.08 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 1.09 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 1.10 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 1.11 Benefits of Indenture.

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

Section 1.12 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 1.13 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


                                       15
<PAGE>
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
intervening period.

Section 1.14 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 1.15 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 Affiliates, other than the
Partnership, or 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 2.01 Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or automated quotation system on
which the Securities of such series may be listed or traded or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by an authorized officer or other authorized Person on behalf of the
Partnership and delivered to the Trustee at or prior to the delivery of the
Partnership Order contemplated by Section 3.03 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


                                       16
<PAGE>
such Securities, as evidenced by their execution of such Securities.

Section 2.02 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 2.04 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.]

                             BUCKEYE PARTNERS, L.P.

                               [TITLE OF SECURITY]

No.                                                               U.S.$_________

[CUSIP No.  ]

         BUCKEYE PARTNERS, L.P., a Delaware limited partnership (herein called
the "Partnership", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of
_______________ United States Dollars on _______________ [if the Security is to
bear interest prior to Maturity, insert -- , and to pay interest thereon from
_______________, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ______________ and
____________ in each year, commencing , at the rate of ___% per annum, until the
principal hereof is paid or made available for payment [if applicable, insert --
, and at the rate of ______% per annum on any overdue principal and premium and
on any overdue installment of interest]. [If applicable, insert -- The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the 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


                                       17
<PAGE>
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 the United States of America designated by the Holder in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [state other currency].]

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


                                       18
<PAGE>
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:                                      BUCKEYE PARTNERS, L.P.,

                                            By:   Buckeye Pipe Line Company, Its
                                                  General Partner

                                            By:   ______________________________
                                            Name:
                                            Title:

Section 2.03 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 July [__], 2003 (the "Indenture"), between the
Partnership and ______________, as Trustee (the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Partnership, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. 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 each 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,


                                       19
<PAGE>
<TABLE>
<CAPTION>
     YEAR             REDEMPTION PRICE          YEAR          REDEMPTION PRICE
<S>                   <C>                       <C>           <C>


</TABLE>

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 each 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,


<TABLE>
<CAPTION>
                              REDEMPTION PRICE FOR REDEMPTION THROUGH     REDEMPTION PRICE FOR REDEMPTION OTHERWISE
           YEAR                    OPERATION OF THE SINKING FUND         THAN THROUGH OPERATION OF THE SINKING FUND
<S>                           <C>                                        <C>


</TABLE>


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, insert -- 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, insert -- mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert --


                                       20
<PAGE>
mandatory] sinking fund payments otherwise required to be made [if applicable,
insert -- 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 applicable, insert -- The Indenture contains provisions for
defeasance at any time of (1) the entire indebtedness of this Security or (2)
certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the
Indenture.]

         [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.]

         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 all
holders of Securities of which this Security is a Predecessor Security, whether
or not notation of such consent or waiver is made upon this or any other
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security


                                       21
<PAGE>
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 a majority 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 indemnity satisfactory to the Trustee
and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or [any
premium or] interest hereon on or after the respective due dates expressed
herein.

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

         [If a Global Security, insert -- This Global Security or portion hereof
may not be exchanged for Definitive Securities of this series except in the
limited circumstances provided in the Indenture.

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

         [If a Definitive Security, insert -- As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the 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 $______________ [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.


                                       22
<PAGE>
         No service charge shall be made for any such registration of transfer
or exchange, but the Partnership may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

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

         Obligations of the Partnership under the Indenture and the Securities
thereunder, including this Security, are non-recourse to Buckeye Pipe Line
Company (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, or 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.

         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 BUCKEYE
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 SignatureGuaranty 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.]


                                       23
<PAGE>
Section 2.04 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 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 3.01, then,
notwithstanding Clause (9) of Section 3.01 and the provisions of Section 3.02,
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 3.03, 3.04 and 3.05, the Trustee shall deliver and
redeliver any Global Security in the manner and upon written 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 1.02 and need not be accompanied by an
Opinion of Counsel).

         The provisions of the last sentence of Section 3.03 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
1.02 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 3.03.


                                       24
<PAGE>
Section 2.05 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.

                                             [Trustee]
                                             As Trustee



                                             By: _______________________________
                                                 Authorized Signatory

                                  ARTICLE III

                                 THE SECURITIES

Section 3.01 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 3.03,
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 each
series,

         (1) the title of the Securities of such series, including CUSIP numbers
(which shall distinguish the Securities of such series from Securities of any
other series);

         (2) any limit upon the aggregate principal amount of the Securities of
such 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 such series pursuant
to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03, are deemed never to have been authenticated and
delivered hereunder);

         (3) the Person to whom any interest on a Security of such 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 such series is
payable or the method of determination thereof;


                                       25
<PAGE>
         (5) the rate or rates at which the Securities of such series shall bear
interest, if any, the date or dates from which such interest shall accrue, 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 the principal of and any premium and
interest on Securities of such series shall be payable, Securities of such
series may be surrendered for registration of transfer, Securities of such
series may be surrendered for exchange and notices, and demands to or upon the
Partnership in respect of the Securities of such series and this Indenture may
be served;

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

         (8) the obligation, if any, of the Partnership to redeem or purchase
Securities of such 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 such series shall be redeemed or
purchased, 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 such series shall be issuable;

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

         (11) the currency, currencies or currency units in which payment of the
principal of and any premium and interest on any Securities of such 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 1.01;

         (12) if the amount of payments of principal of or any premium or
interest on any Securities of such 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 such 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


                                       26
<PAGE>
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 such series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

         (16) if and as applicable, that the Securities of such 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 3.05 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 5.01 or the covenants of the Partnership set forth
in Article X pertaining to the Securities of such series;

         (18) if and the terms and conditions upon which any Securities of such
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 other than as provided in Sections 13.02 and 13.03, the terms
and conditions upon which and the manner in which such series of Securities may
be defeased or discharged;

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

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

         (22) any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 9.01(4)); and

         (23) the applicability, nonapplicability or variation of Article XIII
with respect to the Securities of such Series.

         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.


                                       27
<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.

Section 3.02 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 3.01. 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 3.03 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, President, Chief
Financial Officer, or any Vice President of the General Partner and need not be
attested. The signature of any of these officers on the Securities may be manual
or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Partnership may deliver Securities of any Series executed by
the Partnership to the Trustee for authentication, together with a Partnership
Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Partnership Order shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Partnership or its duly authorized agents, thereafter promptly confirmed in
writing) acceptable to the Trustee as may be specified by or pursuant to a
Partnership Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 2.01 and 3.01, 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 1.02, and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of


                                       28
<PAGE>
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 2.01, 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 3.01, 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);

         (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.

         Notwithstanding the provisions of Section 3.01 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 3.01 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


                                       29
<PAGE>
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 2.01 and 3.01 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. 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 3.09 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 3.04 Temporary Securities.

         Pending the preparation of Definitive Securities of any series, the
Partnership may execute, and upon receipt of the documents required by Section
3.03, 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 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
10.02 for the purpose of exchanges of Securities of such series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Partnership shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more Definitive Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities of such series and tenor.


                                       30
<PAGE>
Section 3.05 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 Trustee is hereby appointed 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 SunTrust
Bank c/o Computershare Trust Company of New York, 88 Pine Street, 19th Floor,
New York, New York 10005, 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
10.02 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.

         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 3.04 or 11.07 not involving any transfer.

         Neither the Trustee nor the Partnership shall be required (1) to issue,
register the transfer


                                       31
<PAGE>
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 11.03 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, 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, unless
(1) such Depositary (A) notifies the Partnership that it is unwilling or unable
to continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered under the Exchange Act, (2) the Partnership executes
and delivers to the Trustee a Partnership order that such Global Security shall
be so transferred, registrable and exchangeable, and such transfers shall be
registrable, (3) there shall have occurred and be continuing an Event of Default
with respect to the Securities evidenced by such Global Security or (4) there
shall exist such other circumstances, if any, as have been specified for this
purpose as contemplated by Section 3.01. Notwithstanding any other provision in
this Indenture, a Global Security to which the restriction set forth in the
preceding sentence shall have ceased to apply may be transferred only to, and
may be registered and exchanged for Securities registered only in the name or
names of, such Person or Persons as the Depositary for such Global Security
shall have directed and no transfer thereof other than such a transfer may be
registered.

         Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security to which the
restriction set forth in the first sentence of the preceding paragraph shall
apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security.

Section 3.06 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 authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously Outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to


                                       32
<PAGE>
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 3.07 Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

         (1) The Partnership may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Partnership shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Partnership shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Partnership of such Special Record Date and,
in the name and at the expense of the Partnership, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage


                                       33
<PAGE>
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 written 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, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security, shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 3.08 Persons Deemed Owners.

         Except as otherwise provided as contemplated by Section 3.01 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 Section 3.07) any interest on such
Security and for all other purposes whatsoever, whether or not such Security is
overdue, and neither the Partnership, the Trustee nor any agent of the
Partnership or the Trustee shall be affected by notice to the contrary.

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

Section 3.09 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 cancelled 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


                                       34
<PAGE>
any Securities previously authenticated hereunder which the Partnership has not
issued and sold, and all Securities so delivered shall be promptly cancelled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled 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 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 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.

Section 3.11 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 in writing of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

         This Indenture shall upon Partnership Request cease to be of further
force or 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 3.06, 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 10.03)
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,


                                       35
<PAGE>
                        (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 deposited or
caused to be deposited with the Trustee as trust funds in trust for this purpose
an amount 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 including
the Trustee's reasonable fees and expenses incurred in connection with the
performance of its duties hereunder, including its reasonable attorney's fees;
and

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

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to Securities of any series, (x) the obligations of the Partnership to
the Trustee under Section 6.07, the obligations of the Trustee to any
Authenticating Agent under Section 6.14 and the right of the Trustee to resign
under Section 6.10 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 4.02, 6.06,
7.01 and 10.02 and the last paragraph of Section 10.03 shall survive.

Section 4.02 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 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

                           EVENTS OF DEFAULT; REMEDIES

Section 5.01 Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series (unless a


                                       36
<PAGE>
Board Resolution, Partnership Order or Officers' Certificate has been
established or adopted prior to the issuance of any Securities of a series
wherein one or more of the following events are deleted or modified as provided
in Section 3.01), means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

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

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

         (3) default in the performance, or breach, of any term, covenant or
warranty of the Partnership 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 90 days after
there has been given, by registered or certified mail, to the Partnership by the
Trustee or to the Partnership and the Trustee by the Holders of at least a
majority in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

         (4) default or defaults under one or more agreements, indentures or
instruments under which the Partnership or any Subsidiary then has outstanding
Indebtedness in excess of $100 million individually or in the aggregate and
either (A) such Indebtedness is already due and payable in full or (B) such
default results in the acceleration of the maturity of such Indebtedness; or

         (5) the commencement by the Partnership of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Partnership in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Partnership or
of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due; or

         (6) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Partnership in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Partnership a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the


                                       37
<PAGE>
Partnership under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Partnership or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

         (7) any other Event of Default provided with respect to Securities of
that series.

Section 5.02 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

                  (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 5.13.

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


                                       38
<PAGE>
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Partnership covenants that if

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

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

the Partnership will, upon demand of the Trustee, pay to the Trustee, 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 reasonable costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         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 necessary to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

Section 5.04 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 6.07.

         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.


                                       39
<PAGE>
Section 5.05 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 5.06 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
6.07;

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

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

Section 5.07 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 a majority 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 security or indemnity satisfactory to it 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


                                       40
<PAGE>
         (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 5.08 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 Section
3.07) 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 5.09 Restoration of Rights and Remedies.

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

Section 5.10 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 3.06, 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 5.11 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.


                                       41
<PAGE>
Section 5.12 Control by Holders.

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

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

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

         (3) subject to the provisions of Section 6.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good faith
shall determine that the proceeding so directed would involve the Trustee in
personal liability or would otherwise be contrary to applicable law.

Section 5.13 Waiver of Past Defaults.

         The Holders of not less than 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 5.14 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, that neither this Section nor the Trust Indenture Act
shall apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% of principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of principal of (or premium, if
any) or interest on any Security held by such Holder 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); and provided, further, 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


                                       42
<PAGE>
assessment in any suit instituted by the Partnership.

Section 5.15 Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE VI

                                   THE TRUSTEE

         The Trustee hereby accepts the trust imposed upon it by this Indenture
and covenants and agrees to perform the same, as herein expressed.

Section 6.01 Certain Duties and Responsibilities.

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

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

                  (a) the Trustee need perform only those duties as are
specifically set forth in this Indenture and no others, and no covenants or
obligations shall be implied or read into this Indenture; and

                  (b) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, 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 substantially
conform to the requirements of this Indenture (but need not confirm or
investigate the genuineness of signatures thereto or the accuracy of
mathematical calculations or other facts stated therein).

         (3) The Trustee may not be relieved from liability for its own grossly
negligent action, its own grossly negligent failure to act, or its own willful
misconduct, except that:

                  (a) this Subsection does not limit the effect of Subsection
(2) of this Section;


                                       43
<PAGE>
                  (b) the Trustee shall not be liable for any error of judgment
made in good faith by a responsible officer, unless it is proved that the
Trustee was grossly negligent in ascertaining the pertinent facts;

                  (c) 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

                  (d) 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.

         (4) 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 6.02 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 3.13(c) of the Trust Indenture Act,
notice of all uncured or unwaived Defaults known to it; provided, however, that,
except in the case of a Default in payment on the Securities of any series, the
Trustee shall be protected in withholding the notice if and so long as the board
of directors, the executive committee or a trust committee of directors or
responsible officers of the Trustee determine in good faith that withholding
such notice is in the interests of Holders of Securities of such series;
provided, further, however, that, in the case of any default or breach of the
character specified in Section 5.01(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 6.03 Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

         (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 3.03) and any
resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution;


                                       44
<PAGE>
         (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,
conclusively 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, notice, request, direction, consent, order, bond, debenture, or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Partnership,
personally or by agent or attorney at the sole cost of the Partnership and shall
incur no liability or additional liability of any kind by reason of such
investigation.;

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

         (8) the Trustee 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;

         (9) the Trustee shall not be deemed to have notice of any Event of
Default unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture; and

         (10) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

Section 6.04 Individual Rights of Trustee.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any


                                       45
<PAGE>
other agent of the Partnership, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 6.09 and
6.14, 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 6.05 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 6.06 Reports by Trustee to Holders.

         Within 60 days after each February 15 beginning with the February 15
following the date of this Indenture, the Trustee shall mail to each Holder a
brief report dated as of such February 15 that complies with Trust Indenture Act
Section 313(a) if such report is required by such Trust Indenture Act Section
313(a). The Trustee also shall comply with Trust Indenture Act Sections 313(b)
and 313(c).

         The Partnership shall promptly notify the Trustee in writing if the
Securities of any series become listed on any stock exchange or automatic
quotation system.

         A copy of each report at the time of its mailing to Holders shall be
mailed to the Partnership and filed with the Commission and each stock exchange,
if any, on which the Securities are listed.

Section 6.07 Compensation and Indemnity.

         The Partnership agrees:

         (1) to pay to the Trustee from time to time reasonable and customary
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), which compensation may be set forth in a separate
Letter Agreement between the Partnership and the Trustee;

         (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
gross negligence or bad faith; and

         (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence, willful misconduct 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 reasonable 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
Trustee shall notify the Partnership promptly in writing of any claim asserted
against the Trustee for which it


                                       46
<PAGE>
may seek indemnity. The Partnership shall defend the claim and the Trustee shall
provide reasonable cooperation at the Partnership's expense in the defense. The
Trustee may have separate counsel and the Partnership shall pay the reasonable
fees and expenses of such counsel. The Partnership need not pay for any
settlement made without its written consent which consent shall not be
unreasonably withheld or delayed. The Partnership need not reimburse any expense
or indemnify against any loss or liability to the extent incurred by the Trustee
as determined by a court of competent jurisdiction to have been caused by its
own gross negligence, bad faith or willful misconduct.

         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 5.01(5) or Section 5.01(6), 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 Partnership's obligations under this Section 6.07 and any lien
arising hereunder shall survive the resignation or removal of the Trustee, the
discharge of the Partnership's obligations pursuant to Article IV of this
Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.

Section 6.08 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 6.09 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 6.10 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 6.11.


                                       47
<PAGE>
         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 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

If at any time:

         (1) the Trustee shall fail to comply with Section 6.08 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 6.09 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 5.14, 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 6.11. 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 6.11, 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


                                       48
<PAGE>
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 6.11, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         The Partnership shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 1.06.
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 6.11 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


                                       49
<PAGE>
retiring Trustee shall, upon payment of its charges, duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

         (3) Upon request of any such successor Trustee, the Partnership 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 6.12 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 6.13 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 6.14 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 3.06, 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


                                       50
<PAGE>
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the 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.

[Name of Trustee]

As Trustee

By:________________________

As Authenticating Agent

By:________________________

Authorized Signatory


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<PAGE>


                                  ARTICLE VII

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

Section 7.01 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 more than 15 days after each Regular Record Date, 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 7.02.Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

      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 7.03 Reports by Trustee.

      The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

      A copy of each such report shall, at the time of such transmission to
Holders, be filed by


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<PAGE>
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Partnership. The Partnership will notify the Trustee
when any Securities are listed on any stock exchange.

Section 7.04 Reports by Partnership.

      (1) The Partnership shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute contructive notice of any information contained therein or
determinable from information contained therein, including the Partnership's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

                               ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01 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, all or
substantially all of 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 U.S., any State thereof or the District of
Columbia;

      (3) immediately after giving effect to such transaction and the assumption
of the obligations as set forth in clause (1) above, no Event of Default shall
have occurred or be continuing; and

      (4) if a supplemental indenture is required in connection with such
transaction, the Partnership has delivered to the Trustee an Officers'
Certificate stating that such consolidation, merger, assignment, sale, transfer
or lease and such supplemental comply with this Article VIII and that all
conditions precedent herein provided relating to such transaction have been
satisfied.



                                       53
<PAGE>
Section 8.02 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 8.01, 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. When
a successor Person duly assumes all of the obligations of the Partnership
pursuant hereto and pursuant to the Securities, the predecessor shall be
relieved of the performance and observance of all obligations and covenants of
this Indenture and the Securities, including but not limited to the obligation
to make payment of the principal of and interest, if any, on all the Securities
then outstanding, and the Partnership may thereupon or any time thereafter be
liquidated and dissolved.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Holders.

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

      (1) to secure the Securities pursuant to the requirements of Article X or
otherwise;

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

      (3) to add covenants of the Partnership for the benefit of the Holders of
all or any series of Securities (and if such covenants are to be for the benefit
of less than all series of Securities, stating that such covenants are expressly
being included for the benefit of such series) or to surrender any right or
power herein conferred upon the Partnership provided such action does not
adversely affect the interests of the Holders;

      (4) to add any additional Events of Default;

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

      (6) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such addition,
change or elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of


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<PAGE>
any such Security with respect to such provision or (B) shall become effective
only when there is no such Security Outstanding; or

      (7) to establish the forms or terms of the Securities of any series issued
pursuant to the terms hereof;

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

      (9) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.11;

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

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

      (12) 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

      (13) 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 9.02 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, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

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

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

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

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



                                       55
<PAGE>
      (5) modify any of the provisions of this Indenture relating to the
execution of supplemental indentures with the consent of Holders of Securities
which are discussed in this Section or modify any provisions relating to the
waiver by Holders of Securities of past defaults and covenants, except to
increase any required percentage or to provide that other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 6.11
and 9.01(9).

      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 9.03 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 6.01) 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 9.04 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 9.05 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 9.06 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


                                       56
<PAGE>
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.

                                    ARTICLE X

                                    COVENANTS

Section 10.01 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 of that series and this Indenture. An installment of principal,
premium, if any, or interest on the Securities shall be considered paid on the
date it is due if the Trustee or Paying Agent (other than the Partnership or an
Affiliate of the Partnership) holds for the benefit of the Holders, on that
date, immediately available funds deposited and designated for and sufficient to
pay the installment.

Section 10.02 Maintenance of Office or Agency.

      The Partnership shall maintain in the 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 shall 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 shall 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 3.01, 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 Paying Agent at its corporate trust office
located at SunTrust Bank c/o Computershare Trust Company of New York, 88 Pine
Street, 19th Floor, New York, New York 10005, as the Partnership's office or
agency for each such purpose in such city.

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<PAGE>
Section 10.03 Money for Securities Payments to Be Held in Trust.

      If the Partnership or any of its Subsidiaries shall at any time act as its
own 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, 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 in writing 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) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Partnership (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, 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 whose 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 whose 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.

Section 10.04 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 thereof the Partnership is in default in the performance


                                       58
<PAGE>
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.

Section 10.05 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 material 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 10.06 Limitations on Liens.

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

      (1) Permitted Liens;

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

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

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

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



                                       59
<PAGE>
      (6) any Lien upon any property or assets of the Partnership or any
Restricted Subsidiary in existence on the Issue Date or provided for pursuant to
agreements existing on the Issue Date;

      (7) Liens imposed by law or order as a result of any proceeding before any
court or regulatory body that is being contested in good faith, and Liens which
secure a judgment or other court-ordered award or settlement in an aggregate
amount not in excess of $1,000,000 as to which the Partnership or the applicable
Restricted Subsidiary, as the case may be, has not exhausted its appellate
rights;

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

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

      Notwithstanding the foregoing provisions of this Section, the Partnership
may, and may permit any Restricted Subsidiary to, create, assume, incur or
suffer to exist any Lien upon any Principal Property to secure Debt of the
Partnership or any Person (other than the Securities) that is not excepted by
Clauses (1) through (9), inclusive, of this Section without securing the
Securities issued hereunder, provided that the aggregate principal amount of all
Debt then outstanding secured by such Lien and all similar Liens, together with
all Attributable Indebtedness from Sale-Leaseback Transactions (excluding
Sale-Leaseback Transactions permitted by Clauses (1) through (4), inclusive, of
Section 10.07), does not exceed 10% of Consolidated Net Tangible Assets.

Section 10.07 Restriction of Sale-Leaseback Transaction.

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

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

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



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<PAGE>
      (3) the Attributable Indebtedness from that Sale-Leaseback Transaction is
an amount equal to or less than the amount the Partnership or such Subsidiary
would be allowed to incur as Debt secured by a Lien on the Principal Property
subject thereto without equally and ratably securing the Securities; or

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

      Notwithstanding the foregoing provisions of this Section, the Partnership
may, and may permit any Subsidiary to, effect any Sale-Leaseback Transaction
that is not excepted by Clauses (1) through (4), inclusive, of this Section,
provided that the Attributable Indebtedness from such Sale-Leaseback
Transaction, together with the aggregate principal amount of then outstanding
Debt (other than the Securities) secured by Liens upon Principal Properties not
excepted by Clauses (1) through (9), inclusive, of Section 10.06, do not exceed
10% of the Consolidated Net Tangible Assets.

Section 10.08 Waiver of Certain Covenants.

      The Partnership may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.05, 10.06 or 10.07 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 11.01 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 3.01 for Securities of any series) in
accordance with this Article.



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Section 11.02 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, at least 60 days prior to the Redemption Date fixed by the Partnership
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (1) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (2) pursuant to an election
of the Partnership which is subject to a condition specified in the terms of
such Securities, the Partnership shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

Section 11.03 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 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem 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 11.04 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,



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      (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, if applicable, 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,

      (6) that the redemption is for a sinking fund, if such is the case; and

      (7) applicable CUSIP numbers.

      Notice of redemption of Securities to be redeemed at the election of the
Partnership 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 and shall be
irrevocable.

Section 11.05 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 10.03) 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 11.06 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 3.01, 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 3.07.

      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.



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Section 11.07 Securities Redeemed in Part.

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

                                  ARTICLE XII

                                  SINKING FUNDS

Section 12.01 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 3.01 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 12.02. 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 12.02 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 12.03 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


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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 12.02 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
11.03 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 11.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII

                                   DEFEASANCE

Section 13.01 Applicability of Article.

         The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

Section 13.02 Legal Defeasance.

      In addition to discharge of the Indenture pursuant to Section 4.01, 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 6.07), (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 10.02), 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


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opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
(i) the principal and interest and premium, if any, on all Securities of such
series on each date that such principal, interest or premium, if any, is due and
payable or on any Redemption Date established pursuant to Clause (3) below, and
(ii) any mandatory sinking fund payments on the dates on which such payments are
due and payable in accordance with the terms of the Indenture and the Securities
of such series;

      (2) The Partnership has delivered to the Trustee an Opinion of Counsel
based on the fact that (A) the Partnership has received from, or there has been
published by, the Internal Revenue Service a ruling, or (B) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and such opinion shall confirm that, 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
13.04 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.



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Section 13.03 Covenant Defeasance.

      The Partnership and any other obligor, if any, shall be released on the
date of the deposit referred to in Clause (1) below from its obligations under
Sections 7.04, 8.01, 10.05, 10.06 and 10.07 with respect to the Securities of
any series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and the Securities of such series shall
thereafter be deemed to be not "Outstanding" for the purposes of any request,
demand, authorization, direction, notice, waiver, consent or declaration or
other action or Act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed Outstanding for
all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Securities of such series, the Partnership may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, whether directly or indirectly by
reason of any reference elsewhere herein to such Section or by reason of any
reference in such Section to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of
Default under Section 5.01, 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 13.03:

      (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;



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

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

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

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

Section 13.04 Application by Trustee of Funds Deposited for Payment of
Securities.

      Subject to the provisions of the last paragraph of Section 10.03, all
moneys or U.S. Government Obligations deposited with the Trustee pursuant to
Section 13.02 or 13.03 (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 13.02 and 13.03, 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 13.05 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 13.02 or 13.03,
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 10.03 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
13.02 or 13.03.



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Section 13.06 Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
obligations of the Partnership 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 the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or the
Paying Agent.

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

                                     BUCKEYE PARTNERS, L.P.

                                     By:      Buckeye Pipe Line Company,
                                              its General Partner
                                     By:      _________________________________
                                              Name:
                                              Title:

                                     SUNTRUST BANK

                                     By:      _________________________________
                                              Name:
                                              Title:

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