<PAGE>

                                                                     EXHIBIT 4.5

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

                        MARTIN OPERATING PARTNERSHIP L.P.

                                                                       as Issuer

                         MARTIN MIDSTREAM PARTNERS L.P.

                                                                    as Guarantor

                                       and

                                 [           ]

                                                                      as Trustee

                        _________________________________

                                    Indenture

                       Dated as of _________________, ____

                        _________________________________

                                 Debt Securities

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

<PAGE>

                        MARTIN OPERATING PARTNERSHIP L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                 AND INDENTURE, DATED AS OF _____________, ____

<TABLE>
<CAPTION>
  Section of
Trust Indenture                                                                               Section(s) of
  Act of 1939                                                                                   Indenture
---------------                                                                              --------------
<S>                                                                                          <C>
  Section 310  (a)(1)...................................................................     7.10
               (a)(2)...................................................................     7.10
               (a)(3)...................................................................     Not Applicable
               (a)(4)...................................................................     Not Applicable
               (a)(5)...................................................................     7.10
               (b)......................................................................     7.08, 7.10
  Section 311  (a)......................................................................     7.11
               (b)......................................................................     7.11
               (c)......................................................................     Not Applicable
  Section 312  (a)......................................................................     2.07
               (b)......................................................................     11.03
               (c)......................................................................     11.03
  Section 313  (a)......................................................................     7.06
               (b)......................................................................     7.06
               (c)......................................................................     7.06
               (d)......................................................................     7.06
  Section 314  (a)......................................................................     4.03, 4.04
               (b)......................................................................     Not Applicable
               (c)(1)...................................................................     11.04
               (c)(2)...................................................................     11.04
               (c)(3)...................................................................     Not Applicable
               (d)......................................................................     Not Applicable
               (e)......................................................................     11.05
  Section 315  (a)......................................................................     7.01(b)
               (b)......................................................................     7.05
               (c)......................................................................     7.01(a)
               (d)......................................................................     7.01(c)
               (d)(1)...................................................................     7.01(c)(1)
               (d)(2)...................................................................     7.01(c)(2)
               (d)(3)...................................................................     7.01(c)(3)
               (e)......................................................................     6.11
  Section 316  (a)(1)(A)................................................................     6.05
               (a)(1)(B)................................................................     6.04
               (a)(2)...................................................................     Not Applicable
               (a)(last sentence).......................................................     2.11
               (b)......................................................................     6.07
  Section 317  (a)(1)...................................................................     6.08
               (a)(2)...................................................................     6.09
               (b)......................................................................     2.06
  Section 318  (a)......................................................................     11.01
</TABLE>

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

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

                                        i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................    1

     SECTION 1.01          Definitions...........................................................................    1
     SECTION 1.02          Other Definitions.....................................................................    6
     SECTION 1.03          Incorporation by Reference of Trust Indenture Act.....................................    6
     SECTION 1.04          Rules of Construction.................................................................    6
     SECTION 1.05          Non-Recourse to the General Partner; No Personal Liability of Officers, Directors,
                           Employees or Partners.................................................................    7

ARTICLE II THE SECURITIES .......................................................................................    7

     SECTION 2.01          Amount Unlimited; Issuable in Series..................................................    7
     SECTION 2.02          Denominations.........................................................................   10
     SECTION 2.03          Forms Generally.......................................................................   10
     SECTION 2.04          Execution, Authentication, Delivery and Dating........................................   11
     SECTION 2.05          Registrar and Paying Agent............................................................   13
     SECTION 2.06          Paying Agent to Hold Money in Trust...................................................   13
     SECTION 2.07          Holder Lists..........................................................................   13
     SECTION 2.08          Transfer and Exchange.................................................................   14
     SECTION 2.09          Replacement Securities................................................................   14
     SECTION 2.10          Outstanding Securities................................................................   15
     SECTION 2.11          Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.........   15
     SECTION 2.12          Temporary Securities..................................................................   15
     SECTION 2.13          Cancellation..........................................................................   16
     SECTION 2.14          Payments; Defaulted Interest..........................................................   16
     SECTION 2.15          Persons Deemed Owners.................................................................   16
     SECTION 2.16          Computation of Interest...............................................................   17
     SECTION 2.17          Global Securities; Book-Entry Provisions..............................................   17

ARTICLE III REDEMPTION ..........................................................................................   19

     SECTION 3.01          Applicability of Article..............................................................   19
     SECTION 3.02          Notice to the Trustee.................................................................   19
     SECTION 3.03          Selection of Securities To Be Redeemed................................................   19
     SECTION 3.04          Notice of Redemption..................................................................   20
     SECTION 3.05          Effect of Notice of Redemption........................................................   20
     SECTION 3.06          Deposit of Redemption Price...........................................................   21
     SECTION 3.07          Securities Redeemed or Purchased in Part..............................................   21
     SECTION 3.08          Purchase of Securities................................................................   21
     SECTION 3.09          Mandatory and Optional Sinking Funds..................................................   22
     SECTION 3.10          Satisfaction of Sinking Fund Payments with Securities.................................   22
     SECTION 3.11          Redemption of Securities for Sinking Fund.............................................   22
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
ARTICLE IV COVENANTS ............................................................................................   23

     SECTION 4.01          Payment of Securities.................................................................   23
     SECTION 4.02          Maintenance of Office or Agency.......................................................   23
     SECTION 4.03          SEC Reports; Financial Statements.....................................................   24
     SECTION 4.04          Compliance Certificate................................................................   24
     SECTION 4.05          Existence.............................................................................   25
     SECTION 4.06          Waiver of Stay, Extension or Usury Laws...............................................   25
     SECTION 4.07          Additional Amounts....................................................................   25

ARTICLE V SUCCESSORS ............................................................................................   25

     SECTION 5.01          Limitations on Mergers and Consolidations.............................................   25
     SECTION 5.02          Successor Person Substituted..........................................................   26

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................   26

     SECTION 6.01          Events of Default.....................................................................   26
     SECTION 6.02          Acceleration..........................................................................   29
     SECTION 6.03          Other Remedies........................................................................   29
     SECTION 6.04          Waiver of Defaults....................................................................   30
     SECTION 6.05          Control by Majority...................................................................   30
     SECTION 6.06          Limitations on Suits..................................................................   30
     SECTION 6.07          Rights of Holders to Receive Payment..................................................   31
     SECTION 6.08          Collection Suit by Trustee............................................................   31
     SECTION 6.09          Trustee May File Proofs of Claim......................................................   31
     SECTION 6.10          Priorities............................................................................   32
     SECTION 6.11          Undertaking for Costs.................................................................   33

ARTICLE VII TRUSTEE .............................................................................................   33

     SECTION 7.01          Duties of Trustee.....................................................................   33
     SECTION 7.02          Rights of Trustee.....................................................................   34
     SECTION 7.03          May Hold Securities...................................................................   35
     SECTION 7.04          Trustee's Disclaimer..................................................................   35
     SECTION 7.05          Notice of Defaults....................................................................   35
     SECTION 7.06          Reports by Trustee to Holders.........................................................   35
     SECTION 7.07          Compensation and Indemnity............................................................   36
     SECTION 7.08          Replacement of Trustee................................................................   36
     SECTION 7.09          Successor Trustee by Merger, etc......................................................   38
     SECTION 7.10          Eligibility; Disqualification.........................................................   38
     SECTION 7.11          Preferential Collection of Claims Against the Partnership or the Guarantor............   39

ARTICLE VIII DISCHARGE OF INDENTURE..............................................................................   39

     SECTION 8.01          Termination of the Partnership's and the Guarantor's Obligations......................   39
     SECTION 8.02          Application of Trust Money............................................................   43
     SECTION 8.03          Repayment to Partnership or the Guarantor.............................................   43
     SECTION 8.04          Reinstatement.........................................................................   43
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................   44

     SECTION 9.01          Without Consent of Holders............................................................   44
     SECTION 9.02          With Consent of Holders...............................................................   45
     SECTION 9.03          Compliance with Trust Indenture Act...................................................   47
     SECTION 9.04          Revocation and Effect of Consents.....................................................   47
     SECTION 9.05          Notation on or Exchange of Securities.................................................   47
     SECTION 9.06          Trustee to Sign Amendments, etc.......................................................   48

ARTICLE X GUARANTEE .............................................................................................   48

     SECTION 10.01         Guarantee.............................................................................   48
     SECTION 10.02         Execution and Delivery of Guarantee...................................................   50
     SECTION 10.03         Limitation on Liability of the Guarantor..............................................   50
     SECTION 10.04         Release of the Guarantor from Guarantee...............................................   50

ARTICLE XI MISCELLANEOUS ........................................................................................   51

     SECTION 11.01         Trust Indenture Act Controls..........................................................   51
     SECTION 11.02         Notices...............................................................................   51
     SECTION 11.03         Communication by Holders with Other Holders...........................................   52
     SECTION 11.04         Certificate and Opinion as to Conditions Precedent....................................   52
     SECTION 11.05         Statements Required in Certificate or Opinion.........................................   53
     SECTION 11.06         Rules by Trustee and Agents...........................................................   53
     SECTION 11.07         Legal Holidays........................................................................   53
     SECTION 11.08         No Recourse Against Others............................................................   53
     SECTION 11.09         Governing Law.........................................................................   54
     SECTION 11.10         No Adverse Interpretation of Other Agreements.........................................   54
     SECTION 11.11         Successors............................................................................   54
     SECTION 11.12         Severability..........................................................................   54
     SECTION 11.13         Counterpart Originals.................................................................   54
     SECTION 11.14         Table of Contents, Headings, etc......................................................   54
</TABLE>

                                       iv

<PAGE>

            INDENTURE dated as of _____________, ____ among Martin Operating
Partnership L.P., a Delaware limited partnership (the "Partnership"), Martin
Midstream Partners L.P., a Delaware limited partnership (the "Guarantor"), and
[              ], a ___________, as trustee (the "Trustee").

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

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

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

            "Additional Amounts" means any additional amounts required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the
Partnership or the Guarantor, as the case may be, with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that
are owing to such Holders.

            "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 purposes of this definition, "control"
of a Person shall mean 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" shall have meanings correlative to the foregoing.

            "Agent" means any Registrar or Paying Agent.

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

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

                                        1
<PAGE>

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the General Partner to have been duly
adopted by the Board of Directors of the General Partner and to be in full force
and effect on the date of such certification, and delivered to the Trustee.

            "Business Day" means any day that is not a Legal Holiday.

            "Corporate Trust Office of the Trustee" means the office of the
Trustee located at ________________________________, Attention:
____________________, and as may be located at such other address as the Trustee
may give notice to the Partnership and the Guarantor.

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

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

            "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the Person specified
pursuant to Section 2.01 hereof as the initial Depositary with respect to the
Securities of such series, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include such successor.

            "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

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

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

            "General Partner" means Martin Midstream GP LLC, a Delaware limited
liability company.

            "Global Security" means a Security that is issued in global form in
the name of the Depositary with respect thereto or its nominee.

            "Government Obligations" means, with respect to a series of
Securities, direct obligations of the government that issues the currency in
which the Securities of the series are payable for the payment of which the full
faith and credit of such government is pledged, or obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government.

                                        2
<PAGE>

            "Guarantee" shall mean the guarantee of the Partnership's
obligations under the Securities by the Guarantor as provided in Article X.

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

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

            "Indenture" means this Indenture as amended or supplemented from
time to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

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

            "Interest Payment Date," when used with respect to any Security,
shall have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

            "Issue Date" means, with respect to Securities of a series, the date
on which the Securities of such series are originally issued under this
Indenture.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York or a Place of Payment are
authorized or obligated by law, regulation or executive order to remain closed.

            "Maturity" means, with respect to any Security, 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 thereof,
or by declaration of acceleration, call for redemption or otherwise.

            "Officer" means the Chief Executive Officer, the President, the
Chief Operating Officer, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of a Person.

            "Officers' Certificate" means a certificate signed by two Officers
of a Person.

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

            "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

            "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

                                        3
<PAGE>

provisions of this Indenture, and thereafter "Partnership" shall mean such
successor Person; provided, however, that for purposes of any provision
contained herein which is required by the TIA, "Partnership" shall also mean
each other obligor (if any), other than the Guarantor, on the Securities of a
series.

            "Partnership Order" and "Partnership Request" mean, respectively, a
written order or request signed in the name of the Partnership or the Guarantor
by two Officers of the General Partner and delivered to the Trustee.

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

            "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01 subject to the
provisions of Section 4.02.

            "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

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

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

            "Responsible Officer" means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

            "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

            "SEC" means the Securities and Exchange Commission.

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

            "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, as custodian
with respect to the Securities of such series, or any successor entity thereto.

                                        4
<PAGE>

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

            "Subsidiary" of any Person means:

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

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

            "TIA" means the Trust Indenture Act of 1939, as amended, as in
effect on the date hereof.

            "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means 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 means the Trustee with respect to Securities of
that series.

            "United States" means the United States of America (including the
States and the District of Columbia) and its territories and possessions, which
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            "U.S. Government Obligations" means Government Obligations with
respect to Securities payable in Dollars.

                                        5
<PAGE>

SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                                         DEFINED
TERM                                                                                                   IN SECTION
----                                                                                                   ----------
<S>                                                                                                    <C>
"Bankruptcy Custodian".......................................................................             6.01
"Conversion Event"...........................................................................             6.01
"covenant defeasance"........................................................................             8.01
"Event of Default"...........................................................................             6.01
"Exchange Rate"..............................................................................             2.11
"Funding Guarantor"..........................................................................             10.05
"Judgment Currency"..........................................................................             6.10
"legal defeasance"...........................................................................             8.01
"mandatory sinking fund payment".............................................................             3.09
"optional sinking fund payment"..............................................................             3.09
"Paying Agent"...............................................................................             2.05
"Registrar"..................................................................................             2.05
"Required Currency"..........................................................................             6.10
"Successor"..................................................................................             5.01
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture (and
if the Indenture is not qualified under the TIA at that time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04 Rules of Construction.

            Unless the context otherwise requires:

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

                                        6
<PAGE>

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

            (3)   "or" is not exclusive;

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

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

            (6)   all references in this instrument to Articles and Sections are
      references to the corresponding Articles and Sections in and of this
      instrument.

SECTION 1.05 Non-Recourse to the General Partner; No Personal Liability of
             Officers, Directors, Employees or Partners.

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

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

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

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

            (2)   if there is to be a limit, the limit upon the aggregate
      principal amount of the Securities of the series that may be authenticated
      and delivered under this Indenture (except for Securities authenticated
      and delivered upon registration of transfer of, or in

                                        7
<PAGE>

      exchange for, or in lieu of, other Securities of the series pursuant to
      Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any Securities
      which, pursuant to Section 2.04 or 2.17, are deemed never to have been
      authenticated and delivered hereunder); provided, however, that unless
      otherwise provided in the terms of the series, the authorized aggregate
      principal amount of such series may be increased before or after the
      issuance of any Securities of the series by a Board Resolution (or action
      pursuant to a Board Resolution) to such effect;

            (3)   whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form, as Global Securities
      or otherwise, and, if so, whether beneficial owners of interests in any
      such Global Security may exchange such interests for Securities of such
      series and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 2.17, and the initial Depositary and
      Security Custodian, if any, for any Global Security or Securities of such
      series;

            (4)   the manner in which any interest payable on a temporary Global
      Security on any Interest Payment Date will be paid if other than in the
      manner provided in Section 2.14;

            (5)   the date or dates on which the principal of and premium (if
      any) on the Securities of the series is payable or the method of
      determination thereof;

            (6)   the rate or rates, or the method of determination thereof, at
      which the Securities of the series shall bear interest, if any, whether
      and under what circumstances Additional Amounts with respect to such
      Securities shall be payable, the date or dates from which such interest
      shall accrue, the Interest Payment Dates on which such interest shall be
      payable and the record date for the interest payable on any Securities on
      any Interest Payment Date, or if other than provided herein, the Person to
      whom any interest on Securities of the series shall be payable;

            (7)   the place or places where, subject to the provisions of
      Section 4.02, the principal of, premium (if any) and interest on and any
      Additional Amounts with respect to the Securities of the series shall be
      payable;

            (8)   the period or periods within which, the price or prices
      (whether denominated in cash, securities or otherwise) at which and the
      terms and conditions upon which Securities of the series may be redeemed,
      in whole or in part, at the option of the Partnership, if the Partnership
      is to have that option, and the manner in which the Partnership must
      exercise any such option, if different from those set forth herein;

            (9)   whether Securities of the series are entitled to the benefits
      of any Guarantee of the Guarantor pursuant to this Indenture;

            (10)  the obligation, if any, of the Partnership to redeem, purchase
      or repay Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of a Holder thereof and the period
      or periods within which, the price or prices

                                        8
<PAGE>

      (whether denominated in cash, securities or otherwise) at which and the
      terms and conditions upon which Securities of the series shall be
      redeemed, purchased or repaid in whole or in part pursuant to such
      obligation;

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

            (12)  if other than Dollars, the currency or currencies (including
      composite currencies) or the form, including equity securities, other debt
      securities (including Securities), warrants or any other securities or
      property of the Partnership, the Guarantor or any other Person, in which
      payment of the principal of, premium (if any) and interest on and any
      Additional Amounts with respect to the Securities of the series shall be
      payable;

            (13)  if the principal of, premium (if any) or interest on or any
      Additional Amounts with respect to the Securities of the series are to be
      payable, at the election of the Partnership or a Holder thereof, in a
      currency or currencies (including composite currencies) other than that in
      which the Securities are stated to be payable, the currency or currencies
      (including composite currencies) in which payment of the principal of,
      premium (if any) and interest on and any Additional Amounts with respect
      to 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)  if the amount of payments of principal of, premium (if any)
      and interest on and any Additional Amounts with respect to the Securities
      of the series may be determined with reference to any commodities,
      currencies or indices, values, rates or prices or any other index or
      formula, the manner in which such amounts shall be determined;

            (15)  if other than the entire principal amount thereof, the portion
      of the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 6.02;

            (16)  any additional means of satisfaction and discharge of this
      Indenture and any additional conditions or limitations to discharge with
      respect to Securities of the series and the related Guarantee pursuant to
      Article VIII or any modifications of or deletions from such conditions or
      limitations;

            (17)  any deletions or modifications of or additions to the Events
      of Default set forth in Section 6.01 or covenants of the Partnership or
      the Guarantor set forth in Article IV pertaining to the Securities of the
      series;

            (18)  any restrictions or other provisions with respect to the
      transfer or exchange of Securities of the series, which may amend,
      supplement, modify or supersede those contained in this Article II;

            (19)  if the Securities of the series are to be convertible into or
      exchangeable for capital stock, other debt securities (including
      Securities), warrants, other equity securities

                                        9
<PAGE>

      or any other securities or property of the Partnership, the Guarantor or
      any other Person, at the option of the Partnership or the Holder or upon
      the occurrence of any condition or event, the terms and conditions for
      such conversion or exchange;

            (20)  whether the Securities of the series are to be entitled to the
      benefit of Section 4.03(b) (and accordingly constitute Rule 144A
      Securities); and

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

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided, in the Officers' Certificate or
Partnership Order referred to above or in any such indenture supplemental
hereto.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
General Partner and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Partnership Order setting forth the terms of the
series.

SECTION 2.02 Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.

SECTION 2.03 Forms Generally.

            The Securities of each series shall be in fully registered form and
in substantially such form or forms (including temporary or permanent global
form) established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto. The Securities may have notations, legends or
endorsements required by law, securities exchange rule, the Partnership's
certificate of limited partnership, agreement of limited partnership or other
similar governing documents, agreements to which the Partnership is subject, if
any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Partnership). A copy of the Board Resolution establishing
the form or forms of Securities of any series shall be delivered to the Trustee
at or prior to the delivery of the Partnership Order contemplated by Section
2.04 for the authentication and delivery of such Securities.

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

                                       10
<PAGE>

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

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

                                     [                     ], as Trustee

                                     By: _____________________________________
                                              Authorized Signatory".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

            Two Officers of the General Partner shall sign the Securities on
behalf of the Partnership and, with respect to the Guarantee of the Securities,
two Officers of the General Partner shall sign the Securities on behalf of the
Guarantor, in each case by manual or facsimile signature.

            If an Officer of the General Partner whose signature is on a
Security no longer holds that office at the time the Security is authenticated,
the Security shall be valid nevertheless.

            A Security shall not be entitled to any benefit under this Indenture
or the related Guarantee or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Partnership, and the Partnership delivers such Security to the
Trustee for cancellation as provided in Section 2.13, together with a written
statement (which need not comply with Section 11.05 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Partnership, 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 or the related Guarantee.

            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 and the Guarantor to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Partnership Order for the authentication and delivery of such Securities or
pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by Partnership Order. Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated, the name or names of the initial Holder or
Holders and any other terms of the Securities of such series not otherwise
determined. If provided for in such procedures, such Partnership Order may
authorize (1) authentication and delivery of Securities of such series for
original issue from time to time, with certain terms (including, without
limitation, the Maturity dates or dates, original issue date or dates and
interest rate or rates) that differ from Security to Security and (2) may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Partnership or its duly authorized agent, which
instructions shall be promptly confirmed in writing.

                                       11
<PAGE>

            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
Section 2.01, 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 the Partnership Order
referred to above and the other documents required by Section 11.04), and
(subject to Section 7.01) shall be fully protected in relying upon:

            (a)   an Officers' Certificate setting forth the Board Resolution
      and, if applicable, an appropriate record of any action taken pursuant
      thereto, as contemplated by the last paragraph of Section 2.01; and

            (b)   an Opinion of Counsel to the effect that:

                  (i)   the form of such Securities has been established in
            conformity with the provisions of this Indenture;

                  (ii)  the terms of such Securities have been established in
            conformity with the provisions of this Indenture; and

                  (iii) that, 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, such Securities and
            the related Guarantee will constitute valid and binding obligations
            of the Partnership and the Guarantor, respectively, enforceable
            against the Partnership and the Guarantor, respectively, in
            accordance with their respective terms, except as the enforceability
            thereof may be limited by applicable bankruptcy, insolvency,
            reorganization, moratorium, fraudulent conveyance or other similar
            laws in effect from time to time affecting the rights of creditors
            generally, and the application of general principles of equity
            (regardless of whether such enforceability is considered in a
            proceeding in equity or at law).

            If all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate and Opinion
of Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

            The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

            The Trustee may appoint an authenticating agent acceptable to the
Partnership to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Partnership, the Guarantor or an
Affiliate of the Partnership or the Guarantor.

            Each Security shall be dated the date of its authentication.

                                       12
<PAGE>

SECTION 2.05 Registrar and Paying Agent.

            The Partnership shall maintain an office or agency for each series
of Securities where Securities of such series may be presented for registration
of transfer or exchange ("Registrar") and an office or agency where Securities
of such series may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities of such series and of their transfer and
exchange. The Partnership may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

            The Partnership shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Partnership shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Partnership may change any Paying Agent or
Registrar without notice to any Holder. If the Partnership fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Partnership, the Guarantor or any Subsidiary may act as Paying Agent
or Registrar.

            The Partnership initially appoints the Trustee as Registrar and
Paying Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

            The Partnership shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by
the Partnership in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. The Partnership at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. Upon payment over to the Trustee and upon accounting
for any funds disbursed, the Paying Agent (if other than the Partnership, the
Guarantor or a Subsidiary) shall have no further liability for the money. If the
Partnership, the Guarantor or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Each Paying Agent shall otherwise comply with
TIA Section 317(b).

SECTION 2.07 Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar with respect to a series of Securities, the Partnership shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Partnership shall otherwise comply with TIA  Section 312(a).

                                       13
<PAGE>

SECTION 2.08 Transfer and Exchange.

            Except as set forth in Section 2.17 or as may be provided pursuant
to Section 2.01:

            When Securities of any series are presented to the Registrar with
the request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

            To permit registrations of transfers and exchanges, the Partnership
and the Guarantor shall execute and the Trustee shall authenticate Securities at
the Registrar's written request and submission of the Securities or Global
Securities. No service charge shall be made to a Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Partnership may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in
accordance with the provisions of Section 2.04. Notwithstanding any other
provisions of this Indenture to the contrary, the Partnership shall not be
required to register the transfer or exchange of (a) any Security selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part, or (b) any Security during the
period beginning 15 Business Days prior to the mailing of notice of any offer to
repurchase Securities of the series required pursuant to the terms thereof or of
redemption of Securities of a series to be redeemed and ending at the close of
business on the day of mailing.

SECTION 2.09 Replacement Securities.

            If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Partnership and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of such Security, the Partnership shall issue,
and the Guarantor shall execute and the Trustee shall authenticate a replacement
Security of the same series if the Trustee's requirements are met. If any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Partnership in its discretion may, instead of issuing a new
Security, pay such Security. If required by the Trustee, the Guarantor or the
Partnership, such Holder must furnish an indemnity bond that is sufficient in
the judgment of the Trustee and the Partnership to protect the Partnership, the
Guarantor, the Trustee, any Agent or any authenticating agent from any loss that
any of them may suffer if a Security is replaced. The Partnership and the
Trustee may charge a Holder for their expenses in replacing a Security.

            Every replacement Security is an additional obligation of the
Partnership.

                                       14
<PAGE>

SECTION 2.10 Outstanding Securities.

            The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

            If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

            A Security does not cease to be outstanding because the Partnership,
the Guarantor or an Affiliate of the Partnership or the Guarantor holds the
Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
             Securities.

            In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Partnership by reference to
the noon buying rate in The City of New York for cable transfers for such
currency, as such rate is certified for customs purposes by the Federal Reserve
Bank of New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Partnership by reference
to the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Partnership, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Partnership, of the Guarantor or of such other obligor
shall be disregarded, except that, for the purpose of determining whether the
Trustee shall be protected in relying upon any such direction, amendment,
supplement, waiver or consent, only Securities that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

            Until definitive Securities of any series are ready for delivery,
the Partnership may prepare, the Guarantor shall execute and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities, but may have variations that the
Partnership considers appropriate for temporary Securities. Without unreasonable
delay, the Partnership shall prepare, the Guarantor shall execute and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

                                       15
<PAGE>

SECTION 2.13 Cancellation.

            The Partnership or the Guarantor at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange, payment or redemption or for credit against any sinking fund
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, redemption, replacement or cancellation or for
credit against any sinking fund. Unless the Partnership shall direct in writing
that canceled Securities be returned to it, after written notice to the
Partnership all canceled Securities held by the Trustee shall be disposed of in
accordance with the usual disposal procedures of the Trustee, and the Trustee
shall maintain a record of their disposal. The Partnership may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

            Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Partnership will pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities in
Dollars. Such amounts shall be payable at the offices of the Trustee or any
Paying Agent, provided that at the option of the Partnership, the Partnership
may pay such amounts (1) by wire transfer with respect to Global Securities or
(2) by check payable in such money mailed to a Holder's registered address with
respect to any Securities.

            If the Partnership defaults in a payment of interest on the
Securities of any series, the Partnership shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest on the defaulted
interest, in each case at the rate provided in the Securities of such series and
in Section 4.01. The Partnership may pay the defaulted interest to the Persons
who are Holders on a subsequent special record date. At least 15 days before any
special record date selected by the Partnership, the Partnership (or the
Trustee, in the name of and at the expense of the Partnership upon 20 days'
prior written notice from the Partnership setting forth such special record date
and the interest amount to be paid) shall mail to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.15 Persons Deemed Owners.

            The Partnership, the Guarantor, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Partnership,
the Guarantor, the Trustee, any Agent or any authenticating agent shall be
affected by any notice to the contrary.

                                       16
<PAGE>

SECTION 2.16 Computation of Interest.

            Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

            If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the provisions of Section 2.02, any such 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 appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Partnership Order to be delivered to the Trustee pursuant to Section 2.04 or
(ii) otherwise in accordance with written instructions or such other written
form of instructions as is customary for the Depositary for such Security, from
such Depositary or its nominee on behalf of any Person having a beneficial
interest in such Global Security. Subject to the provisions of Section 2.04 and,
if applicable, Section 2.12, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified in such Security or in the applicable
Partnership Order. With respect to the Securities of any series that are
represented by a Global Security, the Partnership and the Guarantor authorize
the execution and delivery by the Trustee of a letter of representations or
other similar agreement or instrument in the form customarily provided for by
the Depositary appointed with respect to such Global Security. Any Global
Security may be deposited with the Depositary or its nominee, or may remain in
the custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Partnership Order has been, or simultaneously is, delivered,
any instructions by the Partnership with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 11.05 and need not be accompanied by an Opinion of Counsel.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee or the Security Custodian
as its custodian, or under such Global Security, and the Depositary may be
treated by the Partnership, the Guarantor, the Trustee or the Security Custodian
and any agent of the Partnership, the Guarantor, the Trustee or the Security
Custodian as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Global
Security of a series may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii)
nothing herein shall prevent the Partnership, the Guarantor, the Trustee or the
Security Custodian, or any

                                       17
<PAGE>

agent of the Partnership, the Guarantor, the Trustee or the Security Custodian,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a beneficial owner of any Security.

            Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01: Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Partnership that it is unwilling or
unable to continue as Depositary for the Global Security and a successor
Depositary is not appointed by the Partnership within 90 days of such notice,
(2) an Event of Default has occurred with respect to such series and is
continuing and the Registrar has received a request from the Depositary to issue
Securities in lieu of all or a portion of the Global Security (in which case the
Partnership shall deliver Securities within 30 days of such request) or (3) the
Partnership determines not to have the Securities represented by a Global
Security.

            In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Partnership and the Guarantor shall execute, and the
Trustee upon receipt of a Partnership Order for the authentication and delivery
of Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

            In connection with the transfer of all the beneficial interests in a
Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Partnership and the Guarantor shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.

            Neither the Partnership, the Guarantor nor the Trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such
Securities. Neither the Partnership, the Guarantor nor the Trustee shall be
liable for any delay by the related Global Security Holder or the Depositary in
identifying the beneficial owners, and each such Person may conclusively rely
on, and shall be protected in relying on, instructions from such Global Security
Holder or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the
Securities to be issued).

            The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Partnership and the Partnership or the Guarantor
delivers to the Trustee the Global Security

                                       18
<PAGE>

together with written instructions (which need not comply with Section 11.05 and
need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

            Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest on and any Additional Amounts with respect to any
Global Security shall be made to the Person or Persons specified therein.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

            Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02 Notice to the Trustee.

            If the Partnership elects to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and the principal amount of Securities of such series to be redeemed. The
Partnership shall so notify the Trustee at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee) by
delivering to the Trustee an Officers' Certificate stating that such redemption
will comply with the provisions of this Indenture and of the Securities of such
series. Any such notice may be canceled at any time prior to the mailing of such
notice of such redemption to any Holder and shall thereupon be void and of no
effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

            If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series 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 (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem fair
and appropriate and that may provide for the selection 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 or of the principal amount of Global Securities of
such series.

            The Trustee shall promptly notify the Partnership and the Registrar
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.

                                       19
<PAGE>

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

SECTION 3.04 Notice of Redemption.

            Notice of redemption shall be given by first-class 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 the address of such Holder
appearing in the register of Securities maintained by the Registrar.

            All notices of redemption shall identify the Securities to be
redeemed and shall state:

            (1)   the Redemption Date;

            (2)   the Redemption Price;

            (3)   that, unless the Partnership and the Guarantor default in
      making the redemption payment, interest on Securities called for
      redemption ceases to accrue on and after the Redemption Date, and the only
      remaining right of the Holders of such Securities is to receive payment of
      the Redemption Price upon surrender to the Paying Agent of the Securities
      redeemed;

            (4)   if any Security is to be redeemed in part, the portion of the
      principal amount thereof to be redeemed and that on and after the
      Redemption Date, upon surrender for cancellation of such Security to the
      Paying Agent, a new Security or Securities in the aggregate principal
      amount equal to the unredeemed portion thereof will be issued without
      charge to the Holder;

            (5)   that Securities called for redemption must be surrendered to
      the Paying Agent to collect the Redemption Price and the name and address
      of the Paying Agent;

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

            (7)   the CUSIP number, if any, relating to such Securities.

            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
written request, by the Trustee in the name and at the expense of the
Partnership.

SECTION 3.05 Effect of Notice of Redemption.

            Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price, but interest

                                       20
<PAGE>

installments whose maturity is on or prior to such Redemption Date will be
payable on the relevant Interest Payment Dates to the Holders of record at the
close of business on the relevant record dates specified pursuant to Section
2.01.

SECTION 3.06 Deposit of Redemption Price.

            On or prior to 11:00 a.m., New York City time, on any Redemption
Date, the Partnership or the Guarantor shall deposit with the Trustee or the
Paying Agent (or, if the Partnership or the Guarantor is acting as the Paying
Agent, segregate and hold in trust as provided in Section 2.06) an amount of
money in same day funds sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on
and any Additional Amounts with respect to, the Securities or portions thereof
which are to be redeemed on that date, other than Securities or portions thereof
called for redemption on that date which have been delivered by the Partnership
or the Guarantor to the Trustee for cancellation.

            If the Partnership or the Guarantor complies with the preceding
paragraph, then, unless the Partnership and the Guarantor default in the payment
of such Redemption Price, interest on the Securities to be redeemed will cease
to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, any Additional Amounts, and, to the
extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07 Securities Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Partnership and the Guarantor 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 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 that is not redeemed.

SECTION 3.08 Purchase of Securities.

            Unless otherwise specified as contemplated by Section 2.01, the
Partnership, the Guarantor and any Affiliate of the Partnership or the Guarantor
may, subject to applicable law, at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Any such acquisition
shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Partnership or the Guarantor may be delivered to the Trustee
and, upon such delivery, the indebtedness represented thereby shall be deemed to
be satisfied. Section 2.13 shall apply to all Securities so delivered.

                                       21
<PAGE>

SECTION 3.09 Mandatory and Optional Sinking Funds.

            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." Unless otherwise provided 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 3.10. 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 and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

            The Partnership or the Guarantor may deliver outstanding Securities
of a series (other than any previously called for redemption) and may apply as a
credit Securities of a series that 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 series of Securities; 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 3.11 Redemption of Securities for Sinking Fund.

            Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, 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 delivery of or by crediting Securities of that series pursuant to
Section 3.10 and will also deliver or cause to be delivered to the Trustee any
Securities to be so delivered. Failure of the Partnership to timely deliver or
cause to be delivered such Officers' Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute the
election of the Partnership (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Partnership will make no optional
sinking fund payment with respect to such series as provided in this Section
3.11.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Partnership shall so request with respect to the Securities of
any particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with

                                       22
<PAGE>

accrued interest to the date fixed for redemption. If such amount shall be
$100,000 (or the Dollar equivalent thereof as aforesaid) or less and the
Partnership makes no such request then it shall be carried over until a sum in
excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available.
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 3.03 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 3.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

            The Partnership shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of such series
and in this Indenture. Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent (other than the
Partnership, the Guarantor or a Subsidiary) holds on that date money deposited
by the Partnership or the Guarantor designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.

            The Partnership shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

            The Partnership will maintain in each Place of Payment for any
series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be
presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon the
Partnership or the Guarantor in respect of the Securities of that series and
this Indenture may be served. Unless otherwise designated by the Partnership by
written notice to the Trustee and the Guarantor, such office or agency shall be
the office of the Trustee in The City of New York, which on the date hereof is
located at ______________________________. The Partnership will give prompt
written notice to the Trustee and the Guarantor 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 and the Guarantor with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                                       23
<PAGE>

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

SECTION 4.03 SEC Reports; Financial Statements.

            (a)   If the Partnership or the Guarantor is subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Partnership or the
Guarantor, as the case may be, shall file with the Trustee, within 15 days after
it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) that the
Partnership or the Guarantor is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. If this Indenture is qualified under
the TIA, but not otherwise, the Partnership and the Guarantor shall also comply
with the provisions of TIA Section 314(a). Delivery of such reports, information
and documents to the Trustee shall be for informational purposes only, and the
Trustee's receipt thereof shall not constitute constructive 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 Officers'
Certificates or certificates delivered pursuant to Section 4.04).

            (b)   If neither the Partnership nor the Guarantor is subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Partnership, the
Guarantor shall furnish to all Holders of Rule 144A Securities and prospective
purchasers of Rule 144A Securities designated by the Holders of Rule 144A
Securities, promptly upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of
1933, as amended.

SECTION 4.04 Compliance Certificate.

            (a)   Each of the Partnership and the Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a statement signed
by an Officer of the General Partner, which need not constitute an Officers'
Certificate, complying with TIA Section 314(a)(4) and stating that in the course
of performance by the signing Officer of his duties as such Officer of the
General Partner, he would normally obtain knowledge of the keeping, observing,
performing and fulfilling by the Partnership or the Guarantor, as the case may
be, of its obligations under this Indenture, and further stating that to the
best of his knowledge the Partnership or the Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Partnership or the
Guarantor, as the case may be, is taking or proposes to take with respect
thereto).

                                       24
<PAGE>

            (b)   The Partnership or the Guarantor shall, so long as Securities
of any series are outstanding, deliver to the Trustee, forthwith upon any
Officer of the General Partner, becoming aware of any Default or Event of
Default under this Indenture, an Officers' Certificate specifying such Default
or Event of Default and what action the Partnership or the Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

SECTION 4.05 Existence.

            Subject to Article V, each of the Partnership and the Guarantor
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its existence.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

            Each of the Partnership and the Guarantor 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 stay
or extension law or any usury law or other law that would prohibit or forgive it
from paying all or any portion of the principal of or interest on the Securities
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) each of the Partnership and the Guarantor
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.

SECTION 4.07 Additional Amounts.

            If the Securities of a series expressly provide for the payment of
Additional Amounts, the Partnership will pay to the Holder of any Security of
such series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

            Neither the Partnership nor the Guarantor shall, in any transaction
or series of transactions, consolidate with or merge into any Person, or sell,
lease, convey, transfer or otherwise dispose of all or substantially all of its
assets to any Person (other than a consolidation or merger of the Partnership
and the Guarantor, the Partnership and a Subsidiary, the Guarantor and a
Subsidiary or a sale, lease, conveyance, transfer or other disposition of all or
substantially

                                       25
<PAGE>

all of the assets of the Partnership to the Guarantor, the Guarantor to the
Partnership, the Partnership to a Subsidiary, a Subsidiary to the Partnership,
the Guarantor to a Subsidiary, or a Subsidiary to the Guarantor, unless:

            (1)   either (a) the Partnership or the Guarantor, as the case may
      be, shall be the continuing Person or (b) the Person (if other than the
      Partnership, the Guarantor) formed by such consolidation or into which the
      Partnership or the Guarantor is merged, or to which such sale, lease,
      conveyance, transfer or other disposition shall be made (collectively, the
      "Successor"), is organized and validly existing under the laws of the
      United States, any political subdivision thereof or any State thereof or
      the District of Columbia, and expressly assumes by supplemental indenture,
      in the case of the Partnership, the due and punctual payment of the
      principal of, premium (if any) and interest on and any Additional Amounts
      with respect to all the Securities and the performance of the
      Partnership's covenants and obligations under this Indenture and the
      Securities, or, in the case of the Guarantor, the performance of the
      Guarantee and the Guarantor's covenants and obligations under this
      Indenture and the Securities;

            (2)   immediately after giving effect to such transaction or series
      of transactions, no Default or Event of Default shall have occurred and be
      continuing or would result therefrom; and

            (3)   the Partnership or the Guarantor, as the case may be, delivers
      to the Trustee an Officers' Certificate and an Opinion of Counsel, each
      stating that the transaction and such supplemental indenture comply with
      this Indenture.

SECTION 5.02 Successor Person Substituted.

            Upon any consolidation or merger of the Partnership or the
Guarantor, as the case may be, or any sale, lease, conveyance, transfer or other
disposition of all or substantially all of the assets of the Partnership or the
Guarantor in accordance with Section 5.01, the Successor formed by such
consolidation or into or with which the Partnership or the Guarantor is merged
or to which such sale, lease, conveyance, transfer or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of the Partnership or the Guarantor, as the case may be, under this Indenture
and the Securities with the same effect as if such Successor had been named as
the Partnership or the Guarantor, as the case may be, herein and the predecessor
Partnership or the Guarantor, in the case of a sale, conveyance, transfer or
other disposition, shall be released from all obligations under this Indenture,
the Securities and, in the case of the Guarantor, the Guarantee.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

            Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

                                       26
<PAGE>



                  (1)   there is a default in the payment of interest on or any
      Additional Amounts with respect to any Security of that series when the
      same becomes due and payable and such default continues for a period of 30
      days;

                  (2)   there is a default in the payment of the principal of or
      premium, if any, on any Securities of that series as and when the same
      shall become due and payable, whether at Stated Maturity, upon redemption,
      by declaration, upon required repurchase or otherwise;

                  (3)   there is a default in the payment of any sinking fund
      payment with respect to any Securities of that series as and when the same
      shall become due and payable;

                  (4)   there is a failure on the part of the Partnership, or if
      any series of Securities outstanding under this Indenture is entitled to
      the benefits of a Guarantee by the Guarantor, the Guarantor, duly to
      observe or perform any other of the covenants or agreements on the part of
      the Partnership, or if applicable, the Guarantor, in the Securities of
      that series, in any resolution of the Board of Directors authorizing the
      issuance of that series of Securities, in this Indenture with respect to
      such series or in any supplemental Indenture with respect to such series
      (other than a default in the performance of a covenant which is
      specifically dealt with elsewhere in this Section 6.01), continuing for a
      period of 60 days after the date on which written notice specifying such
      failure and requiring the Partnership, or if applicable, the Guarantor, to
      remedy the same shall have been given, by registered or certified mail, to
      the Partnership, or if applicable, the Guarantor, by the Trustee or to the
      Partnership, or if applicable, the Guarantor, and the Trustee by the
      Holders of at least 25% in aggregate principal amount of the Securities of
      that series at the time outstanding;

                  (5)   the Partnership, or if any series of Securities
      outstanding under this Indenture is entitled to the benefits of a
      Guarantee by the Guarantor, the Guarantor, pursuant to or within the
      meaning of any Bankruptcy Law:

                  (A)   commences a voluntary case,

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

                  (C)   consents to the appointment of a Bankruptcy Custodian of
            it or for all or substantially all of its property, or

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

                  (6)   a court of competent jurisdiction enters an order or
      decree under any Bankruptcy Law that remains unstayed and in effect for 60
      days and that:

                  (A)   is for relief against the Partnership or the Guarantor
            as debtor in an involuntary case,

                                       27
<PAGE>

                  (B)   appoints a Bankruptcy Custodian of the Partnership or
            the Guarantor or a Bankruptcy Custodian for all or substantially all
            of the property of the Partnership or the Guarantor, or

                  (C)   orders the liquidation of the Partnership or the
            Guarantor;

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

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

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

            The Trustee shall not be deemed to know or have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture.

            When a Default is cured, it ceases.

            Notwithstanding the foregoing provisions of this Section 6.01, if
the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Partnership or the Guarantor for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control of
the Partnership or the Guarantor (a "Conversion Event"), each of the Partnership
and the Guarantor will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar
equivalent of the amount payable in such other currency, as determined by the
Partnership or the Guarantor making such payment, as the case may be, by
reference to the Exchange Rate on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

            Promptly after the occurrence of a Conversion Event, the Partnership
or the Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 11.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Partnership or the
Guarantor making such payment, as the case may be, shall give notice in the

                                       28
<PAGE>

manner provided in Section 11.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.

            A Default under clause (4) or (8) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Partnership and the Guarantor,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Partnership or the Guarantor and
the Trustee, of the Default, and the Partnership or the Guarantor, as the case
may be, fails to cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

            If an Event of Default with respect to any Securities of any series
at the time outstanding (other than an Event of Default specified in clause (5)
or (6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Partnership and the Guarantor, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Event
of Default (or, in the case of an Event of Default described in clause (4) of
Section 6.01, if outstanding Securities of other series are affected by such
Event of Default, then at least 25% in principal amount of the then outstanding
Securities so affected) by notice to the Partnership, the Guarantor and the
Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) and all accrued and unpaid interest on
all then outstanding Securities of such series or of all series, as the case may
be, to be due and payable. Upon any such declaration, the amounts due and
payable on the Securities shall be due and payable immediately. If an Event of
Default specified in clause (5) or (6) of Section 6.01 hereof occurs, such
amounts shall ipso facto become and be immediately due and payable without any
declaration, notice or other act on the part of the Trustee or any Holder. The
Holders of a majority in principal amount of the then outstanding Securities of
the series affected by such Event of Default or all series, as the case may be,
by written notice to the Trustee may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or
any Additional Amounts with respect to the Securities) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
with respect to Securities of that series (or of all series, as the case may be)
have been cured or waived, except nonpayment of principal, premium, interest or
any Additional Amounts that has become due solely because of the acceleration.

SECTION 6.03 Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall

                                       29
<PAGE>

not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to the Trustee may waive an existing or
past Default or Event of Default with respect to such series or all series, as
the case may be, and its consequences (including waivers obtained in connection
with a tender offer or exchange offer for Securities of such series or all
series or a solicitation of consents in respect of Securities of such series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of such series or all series (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
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 6.05 Control by Majority.

            With respect to Securities of any series, the Holders of a majority
in principal amount of the then outstanding Securities of such series may direct
in writing the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

SECTION 6.06 Limitations on Suits.

            Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

            (1)   the Holder gives to the Trustee written notice of a continuing
      Event of Default with respect to such series;

                                       30
<PAGE>

            (2)   the Holders of at least 25% in principal amount of the then
      outstanding Securities of such series make a written request to the
      Trustee to pursue the remedy;

            (3)   such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

            (4)   the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5)   during such 60-day period the Holders of a majority in
      principal amount of the Securities of that series do not give the Trustee
      a direction inconsistent with the request.

            A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07 Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

            If an Event of Default specified in clause (1) or (2) of Section
6.01 hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the
Partnership or the Guarantor for the amount of principal, premium (if any),
interest and any Additional Amounts remaining unpaid on the Securities of the
series affected by the Event of Default, and interest on overdue principal and
premium, if any, and, to the extent lawful, interest on overdue interest, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Partnership or the Guarantor or their respective creditors or
properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian 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

                                       31
<PAGE>

Trustee any amount due to 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 7.07. To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders of the Securities may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained 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.

SECTION 6.10 Priorities.

            If the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

            First: to the Trustee for amounts due under Section 7.07;

            Second: to Holders for amounts due and unpaid on the Securities in
      respect of which or for the benefit of which such money has been
      collected, for principal, premium (if any), interest and any Additional
      Amounts ratably, without preference or priority of any kind, according to
      the amounts due and payable on such Securities for principal, premium (if
      any), interest and any Additional Amounts, respectively; and

            Third: to the Partnership.

            The Trustee, upon prior written notice to the Partnership, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

            To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Partnership or the Guarantor in any
court it is necessary to convert the sum due in respect of the principal of,
premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the Business Day in The City of New York next preceding
that on which final judgment is given. Neither the Partnership, the Guarantor
nor the Trustee shall be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section 6.10 caused by
a change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section 6.10 to Holders
of Securities, but payment of such judgment shall discharge all amounts owed by
the Partnership and the Guarantor on the claim or claims underlying such
judgment.

                                       32
<PAGE>

SECTION 6.11 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 or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

            (a)   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 such exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

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

            (2)   in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine such certificates and opinions to
      determine whether, on their face, they appear to conform to the
      requirements of this Indenture.

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

            (1)   this paragraph does not limit the effect of Section 7.01(b);

            (2)   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 negligent in ascertaining the pertinent facts; and

            (3)   the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

                                       33
<PAGE>

            (d)   Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

            (e)   No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

            (f)   The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Partnership
and the Guarantor. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

SECTION 7.02 Rights of Trustee.

            (a)   The Trustee may conclusively rely on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

            (b)   Before the Trustee acts or refrains from acting, it may
require instruction, an Officers' Certificate or an Opinion of Counsel or both
to be provided. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Partnership's expense with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

            (c)   The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

            (d)   The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

            (e)   Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Partnership or the Guarantor shall
be sufficient if signed by an Officer of the General Partner.

            (f)   The Trustee shall not be obligated to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document.

            (g)   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.

                                       34
<PAGE>

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

SECTION 7.03 May Hold Securities.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Partnership, the
Guarantor or any of their respective Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights and
duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Partnership's use of the proceeds from the Securities or any money paid to the
Partnership or the Guarantor or upon the Partnership's or the Guarantor's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

            If a Default or Event of Default with respect to the Securities of
any series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06 Reports by Trustee to Holders.

            Within 60 days after each September 15 of each year after the
execution of this Indenture, the Trustee shall mail to Holders of a series, the
Guarantor and the Partnership a brief report dated as of such reporting date
that complies with TIA Section 313(a); provided, however, that if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date with respect to a series, no report need be transmitted to
Holders of such series. The Trustee also shall comply with TIA Section 313(b).
The Trustee shall also transmit by mail all reports if and as required by TIA
Sections 313(c) and 313(d).

            A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Partnership or the Guarantor with the
SEC and each securities exchange, if any, on which the Securities of such series
are listed. The Partnership shall notify the Trustee if and when any series of
Securities is listed on any securities exchange.

                                       35
<PAGE>

SECTION 7.07 Compensation and Indemnity.

            The Partnership agrees to pay to the Trustee for its acceptance of
this Indenture and services hereunder such compensation as the Partnership and
the Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Partnership agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

            The Partnership hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the
Guarantor promptly of any claim for which it may seek indemnity. The Partnership
shall defend the claim and the Trustee shall cooperate 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 consent.

            The Partnership shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

            To secure the payment obligations of the Partnership in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, premium (if any) and interest on and any Additional Amounts with
respect to Securities of any series. Such lien and the Partnership's obligations
under this Section 7.07 shall survive the satisfaction and discharge of this
Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

            The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Partnership and the
Guarantor. The Holders of a majority in principal amount of the then outstanding
Securities of any series may remove the Trustee with respect to the Securities
of such series by so notifying the Trustee, the Partnership and the Guarantor.
The Partnership may remove the Trustee if:

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

                                       36
<PAGE>

            (2)   the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3)   a Bankruptcy Custodian or public officer takes charge of the
      Trustee or its property; or

            (4)   the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Partnership 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). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.

            If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Partnership), the Partnership, the Guarantor or the Holders of at least 10% in
principal amount of the then outstanding Securities of such series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

            In case of the appointment of a successor Trustee with respect to
all Securities, each such successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee, to the Partnership and to the
Guarantor. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

            In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Partnership, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers 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

                                       37
<PAGE>

shall continue to be vested in the retiring Trustee and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee. Nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust, and 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. 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 shall have all the rights, powers 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. On request of the Partnership
or any successor Trustee, such retiring Trustee shall transfer to such successor
Trustee all property held by such retiring Trustee as Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates. Such retiring Trustee shall, however, have the right
to deduct its unpaid fees and expenses, including attorneys' fees.

            Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Partnership under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

            Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

            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; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by federal or state (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

                                       38
<PAGE>

            The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 7.11 Preferential Collection of Claims Against the Partnership and the
             Guarantor.

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

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of the Partnership's or the Guarantor's Obligations.

            (a)   This Indenture shall cease to be of further effect with
respect to the Securities of a series (except that the Partnership's obligations
under Section 7.07, the Trustee's and Paying Agent's obligations under Section
8.03 and the rights, powers, protections and privileges accorded the Trustee
under Article VII shall survive), and the Trustee and the Guarantor, on demand
of the Partnership, shall execute proper instruments acknowledging the
satisfaction and discharge of this Indenture with respect to the Securities of
such series, when:

            (1)   either:

                  (A)   all outstanding Securities of such series theretofore
            authenticated and issued (other than destroyed, lost or stolen
            Securities that have been replaced or paid) have been delivered to
            the Trustee for cancellation; or

                  (B)   all outstanding Securities of such series not
            theretofore delivered to the Trustee for cancellation:

                        (i)   have become due and payable, or

                        (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, in the case of clause (i), (ii) or (iii) above, the Partnership
            or the Guarantor has irrevocably deposited or caused to be deposited
            with the Trustee as funds (immediately available to the Holders in
            the case of clause (i)) in trust for such purpose (x) cash in an
            amount, or (y) Government Obligations, maturing as to

                                       39
<PAGE>

            principal and interest at such times and in such amounts as will
            ensure the availability of cash in an amount or (z) a combination
            thereof, which will be sufficient, in the opinion (in the case of
            clauses (y) and (z)) of a nationally recognized firm of independent
            public accountants expressed in a written certification thereof
            delivered to the Trustee, to pay and discharge the entire
            indebtedness on the Securities of such series for principal and
            interest to the date of such deposit (in the case of Securities
            which have become due and payable) or for principal, premium, if
            any, and interest to the Stated Maturity or Redemption Date, as the
            case may be; or

                  (C)   the Partnership and the Guarantor have properly
            fulfilled such other means of satisfaction and discharge as is
            specified, as contemplated by Section 2.01, to be applicable to the
            Securities of such series;

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

            (3)   the Partnership has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, together with an Opinion of Counsel to the same
      effect.

            (b)   Unless this Section 8.01(b) is specified as not being
applicable to Securities of a series as contemplated by Section 2.01, the
Partnership may, at its option, terminate certain of its, and the Guarantor's
respective obligations under this Indenture ("covenant defeasance") with respect
to the Securities of a series if:

            (1)   the Partnership or the Guarantor has irrevocably deposited or
      caused to be irrevocably 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 Securities of such series, (i) money in the currency in which payment
      of the Securities of such series is to be made in an amount, or (ii)
      Government Obligations with respect to such series, maturing as to
      principal and interest at such times and in such amounts as will ensure
      the availability of money in the currency in which payment of the
      Securities of such series is to be made in an amount or (iii) a
      combination thereof, that is sufficient, in the opinion (in the case of
      clauses (ii) and (iii)) of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay the principal of and premium (if any) and interest
      on all Securities of such series on each date that such principal, premium
      (if any) or interest is due and payable and (at the Stated Maturity
      thereof or upon redemption as provided in Section 8.01(e)) to pay all
      other sums payable by it hereunder; provided that the Trustee shall have
      been irrevocably instructed to apply such money and/or the proceeds of
      such Government Obligations to the payment of said principal, premium (if
      any) and interest with respect to the Securities of such series as the
      same shall become due;

                                       40
<PAGE>

            (2)   the Partnership has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, and an Opinion of Counsel to the same effect;

            (3)   no Default or Event of Default with respect to the Securities
      of such series shall have occurred and be continuing on the date of such
      deposit;

            (4)   the Partnership shall have delivered to the Trustee an Opinion
      of Counsel from a nationally recognized counsel acceptable to the Trustee
      or a tax ruling to the effect that the Holders will not recognize income,
      gain or loss for U.S. Federal income tax purposes as a result of the
      Partnership's exercise of its option under this Section 8.01(b) and will
      be subject to U.S. 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 option
      had not been exercised;

            (5)   the Partnership and the Guarantor have complied with any
      additional conditions specified pursuant to Section 2.01 to be applicable
      to the discharge of Securities of such series pursuant to this Section
      8.01; and

            (6)   such deposit and discharge shall not cause the Trustee to have
      a conflicting interest as defined in TIA Section 310(b).

            In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee and the Guarantor, on
demand of the Partnership, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture. However, the Partnership's, the
Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Partnership's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

            After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Partnership's and the
Guarantor's obligations under this Indenture with respect to the Securities of
such series except for those surviving obligations specified above.

            In order to have money available on a payment date to pay principal
of or premium (if any) or interest on the Securities, the Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. Government Obligations shall
not be callable at the issuer's option.

            (c)   If the Partnership and the Guarantor have previously complied
or are concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to

                                       41
<PAGE>

Securities of such series as contemplated by Section 2.01, the Partnership may
elect that its, and the Guarantor's respective obligations to make payments with
respect to Securities of such series be discharged ("legal defeasance"), if:

            (1)   no Default or Event of Default under clauses (5) and (6) of
      Section 6.01 hereof shall have occurred at any time during the period
      ending on the 91st day after the date of deposit contemplated by Section
      8.01(b) (it being understood that this condition shall not be deemed
      satisfied until the expiration of such period);

            (2)   unless otherwise specified with respect to Securities of such
      series as contemplated by Section 2.01, the Partnership has delivered to
      the Trustee an Opinion of Counsel from a nationally recognized counsel
      acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
      with respect to such legal defeasance, which opinion is based on (i) a
      private ruling of the Internal Revenue Service addressed to the
      Partnership, (ii) a published ruling of the Internal Revenue Service
      pertaining to a comparable form of transaction or (iii) a change in the
      applicable federal income tax law (including regulations) after the date
      of this Indenture;

            (3)   the Partnership and the Guarantor have complied with any other
      conditions specified pursuant to Section 2.01 to be applicable to the
      legal defeasance of Securities of such series pursuant to this Section
      8.01(c); and

            (4)   the Partnership has delivered to the Trustee a Partnership
      Request requesting such legal defeasance of the Securities of such series
      and an Officers' Certificate stating that all conditions precedent with
      respect to such legal defeasance of the Securities of such series have
      been complied with, together with an Opinion of Counsel to the same
      effect.

            In such event, the Partnership and the Guarantor will be discharged
from their respective obligations under this Indenture and the Securities of
such series to pay principal of, premium (if any) and interest on, and any
Additional Amounts with respect to, Securities of such series, the
Partnership's, the Guarantor's respective obligations under Sections 4.01, 4.02
and 10.01 shall terminate with respect to such Securities, and the entire
indebtedness of the Partnership evidenced by such Securities and of the
Guarantor evidenced by the related Guarantee shall be deemed paid and
discharged.

            (d)   If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Partnership and the Guarantor may terminate any or all of its obligations under
this Indenture with respect to Securities of a series and any or all of its
obligations under the Securities of such series if it fulfills such other means
of satisfaction and discharge as may be so specified, as contemplated by Section
2.01, to be applicable to the Securities of such series.

            (e)   If Securities of any series subject to subsections (a), (b),
(c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions,

                                       42
<PAGE>

the terms of the applicable trust arrangement shall provide for such redemption,
and the Partnership shall make such arrangements as are reasonably satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Partnership.

SECTION 8.02 Application of Trust Money.

            The Trustee or a trustee satisfactory to the Trustee and the
Partnership shall hold in trust money or Government Obligations deposited with
it pursuant to Section 8.01 hereof. It shall apply the deposited money and the
money from Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of the
series with respect to which the deposit was made.

SECTION 8.03 Repayment to Partnership or the Guarantor.

            The Trustee and the Paying Agent shall promptly pay to the
Partnership or the Guarantor any excess money or Government Obligations (or
proceeds therefrom) held by them at any time upon the written request of the
Partnership.

            Subject to the requirements of any applicable abandoned property
laws, the Trustee and the Paying Agent shall pay to the Partnership upon written
request any money held by them for the payment of principal, premium (if any),
interest or any Additional Amounts that remain unclaimed for two years after the
date upon which such payment shall have become due. After payment to the
Partnership, Holders entitled to the money must look to the Partnership for
payment as general creditors unless an applicable abandoned property law
designates another Person, and all liability of the Trustee and the Paying Agent
with respect to such money shall cease.

SECTION 8.04 Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 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, the Guarantor under this Indenture with respect to the Securities
of such series and under the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until such
time as the Trustee or the Paying Agent is permitted to apply all such money or
Government Obligations in accordance with Section 8.01; provided, however, that
if the Partnership, the Guarantor has made any payment of principal of, premium
(if any) or interest on or any Additional Amounts with respect to any Securities
because of the reinstatement of its obligations, the Partnership or the
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or Government
Obligations held by the Trustee or the Paying Agent.

                                       43
<PAGE>

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

            The Partnership, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or
thereof without the consent of any Holder:

            (1)   to cure any ambiguity, omission, defect or inconsistency;

            (2)   to comply with Section 5.01;

            (3)   to provide for uncertificated Securities in addition to or in
      place of certificated Securities, or to provide for the issuance of bearer
      Securities (with or without coupons);

            (4)   to provide any security for, or to add any guarantees of or
      additional obligors on, any series of Securities or the related Guarantee;

            (5)   to comply with any requirement in order to effect or maintain
      the qualification of this Indenture under the TIA;

            (6)   to add to the covenants of the Partnership or the Guarantor
      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
      solely for the benefit of such series), or to surrender any right or power
      herein conferred upon the Partnership or the Guarantor;

            (7)   to add any additional Events of Default with respect to all or
      any series of the Securities (and, if any Event of Default is applicable
      to less than all series of Securities, specifying the series to which such
      Event of Default is applicable);

            (8)   to change or eliminate any of the provisions of this
      Indenture; provided that any such change or elimination shall become
      effective only when there is no outstanding Security of any series created
      prior to the execution of such amendment or supplemental indenture that is
      adversely affected in any material respect by such change in or
      elimination of such provision;

            (9)   to establish the form or terms of Securities of any series as
      permitted by Section 2.01;

            (10)  to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Section 8.01; provided,
      however, that any such action shall not adversely affect the interest of
      the Holders of Securities of such series or any other series of Securities
      in any material respect; or

                                       44
<PAGE>

            (11)  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 7.08.

            Upon the request of the Partnership, accompanied by a Board
Resolution, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the
Partnership and the Guarantor in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture and make any further
appropriate agreements and stipulations that may be therein contained.

SECTION 9.02 With Consent of Holders.

            Except as provided below in this Section 9.02, the Partnership, the
Guarantor and the Trustee may amend or supplement this Indenture with the
written consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

            Upon the request of the Partnership, accompanied by a Board
Resolution, and upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Partnership and the Guarantor in the execution of such amendment or
supplemental indenture.

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

            The Holders of a majority in principal amount of the then
outstanding Securities of one or more series or of all series may waive
compliance in a particular instance by the Partnership or the Guarantor with any
provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities
of such series, provided that in each case such offer or solicitation is made to
all Holders of then outstanding Securities of such series (but the terms of such
offer or solicitation may vary from series to series)).

            However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

            (1)   reduce the amount of Securities whose Holders must consent to
      an amendment, supplement or waiver;

                                       45
<PAGE>

            (2)   reduce the rate of or change the time for payment of interest,
      including default interest, on any Security;

            (3)   reduce the principal of, any premium on or any mandatory
      sinking fund payment with respect to, or change the Stated Maturity of,
      any Security or reduce the amount of the principal of an Original Issue
      Discount Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 6.02;

            (4)   reduce the premium, if any, payable upon the redemption of any
      Security or change the time at which any Security may or shall be
      redeemed;

            (5)   change any obligation of the Partnership or the Guarantor to
      pay Additional Amounts with respect to any Security;

            (6)   change the coin or currency or currencies (including composite
      currencies) in which any Security or any premium, interest or Additional
      Amounts with respect thereto are payable;

            (7)   impair the right to institute suit for the enforcement of any
      payment of principal of, premium (if any) or interest on or any Additional
      Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
      except as limited by Section 6.06;

            (8)   make any change in the percentage of principal amount of
      Securities necessary to waive compliance with certain provisions of this
      Indenture pursuant to Section 6.04 or 6.07 or make any change in this
      sentence of Section 9.02;

            (9)   waive a continuing Default or Event of Default in the payment
      of principal of, premium (if any) or interest on or Additional Amounts
      with respect to the Securities; or

            (10)  release the Guarantor or modify the Guarantee in any manner
      adverse to the Holders.

            A supplemental indenture that 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.

            The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Partnership or the Guarantor to obtain any such consent otherwise required from
such Holder) may be subject to the requirement that such Holder shall have been
the Holder of record of any Securities with respect to which such consent is
required or sought as of a date identified by the Partnership or the Guarantor
in a notice furnished to Holders in accordance with the terms of this Indenture.

                                       46
<PAGE>

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Partnership shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Partnership to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Partnership or the Guarantor in a notice furnished to such Holder in
accordance with the terms of this Indenture or, if no such date and time shall
be identified, the date the amendment, supplement or waiver becomes effective.
An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.

            The Partnership or the Guarantor may, but shall not be obligated to,
fix a record date (which need not comply with TIA Section 316(c)) for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

            If an amendment or supplement changes the terms of an outstanding
Security, the Partnership may require the Holder of the Security to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Partnership regarding the changed terms and return it to the
Holder. Alternatively, if the Partnership so determines, the Partnership in
exchange for the Security shall issue, the Guarantor shall execute and the
Trustee

                                       47
<PAGE>

shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment or supplement.

            Securities of any series authenticated and delivered after the
execution of any amendment or supplement 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 amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

            The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel provided at the expense of the Partnership
or the Guarantor as conclusive evidence that such amendment or supplement is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Partnership and the Guarantor in
accordance with its terms.

                                    ARTICLE X
                                    GUARANTEE

SECTION 10.01 Guarantee.

            (a)   Notwithstanding any provision of this Article X to the
contrary, the provisions of this Article X relating to the Guarantor shall be
applicable only to, and inure solely to the benefit of, the Securities of any
series designated, pursuant to Section 2.01, as entitled to the benefits of the
Guarantee of the Guarantor.

            (b)   For value received, the Guarantor hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Securities and all other amounts due and payable under
this Indenture and the Securities by the Partnership, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the stated maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 10.03.

            (c)   Failing payment when due of any amount guaranteed pursuant to
the Guarantee, for whatever reason, the Guarantor will be obligated to pay the
same immediately. The Guarantee hereunder is intended to be a general,
unsecured, senior obligation of the Guarantor and will rank pari passu in right
of payment with all Debt of the Guarantor that is not, by its terms, expressly
subordinated in right of payment to the Guarantee. The Guarantor hereby agrees
that its obligations hereunder shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Securities,
the Guarantee (including the Guarantee of the Guarantor) or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Securities with respect to any provisions hereof or thereof, the recovery
of any judgment against the Partnership or the Guarantor, or any action to
enforce the

                                       48
<PAGE>

same or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby agrees
that in the event of a default in payment of the principal of, or premium, if
any, or interest on the Securities, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, legal proceedings
may be instituted by the Trustee on behalf of the Holders or, subject to Section
6.06, by the Holders, on the terms and conditions set forth in this Indenture,
directly against the Guarantor to enforce the Guarantee without first proceeding
against the Partnership.

            (d)   The obligations of the Guarantor under this Article X shall be
as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Partnership or the Guarantor contained in the
Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Partnership, the Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Partnership, the Guarantor or the Trustee of any
rights or remedies under the Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for the Securities,
including all or any part of the rights of the Partnership or the Guarantor
under this Indenture, (v) the extension of the time for payment by the
Partnership, the Guarantor of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Securities or this
Indenture or of the time for performance by the Partnership or the Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Partnership or the Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Partnership or the Guarantor or any of their
respective assets, or the disaffirmance of the Securities, the Guarantee or this
Indenture in any such proceeding, (viii) the release or discharge of the
Partnership or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of the Securities, the Guarantee or
this Indenture or (x) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.

            (e)   The Guarantor hereby (i) waives diligence, presentment, demand
of payment, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Partnership or the Guarantor, and all demands whatsoever,
(ii) acknowledges that any agreement, instrument or document evidencing the
Guarantee may be transferred and that the benefit of its obligations hereunder
shall extend to each holder of any agreement, instrument or document evidencing
the Guarantee without notice to it and (iii) covenants that the Guarantee will
not be discharged except by complete performance of the Guarantee. The Guarantor
further agrees that

                                       49
<PAGE>

if at any time all or any part of any payment theretofore applied by any Person
to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including without limitation, the insolvency, bankruptcy or
reorganization of the Partnership, the Guarantor, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

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

SECTION 10.02 Execution and Delivery of Guarantee.

            To further evidence the Guarantee set forth in Section 10.01, the
Guarantor hereby agrees that a notation relating to such Guarantee,
substantially in the form attached hereto as Annex A, shall be endorsed on each
Security entitled to the benefits of the Guarantee authenticated and delivered
by the Trustee and executed by either manual or facsimile signature of an
Officer of the General Partner. The Guarantor hereby agrees that the Guarantee
set forth in Section 10.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation relating to the Guarantee. If
any Officer of the General Partner, whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, the Guarantee of such Security shall be
valid nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantor.

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

SECTION 10.03 Limitation on Liability of the Guarantor.

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

SECTION 10.04 Release of the Guarantor from Guarantee.

            (a)   Notwithstanding any other provisions of this Indenture, the
Guarantee of the Guarantor may be released upon the terms and subject to the
conditions set forth in this Section 10.04. Provided that no Default shall have
occurred and shall be continuing under this

                                       50
<PAGE>

Indenture, any Guarantee incurred by the Guarantor pursuant to this Article X
shall be unconditionally released and discharged automatically upon the merger
of the Guarantor into the Partnership or any Subsidiary or the liquidation or
dissolution of the Guarantor (in each case to the extent not prohibited by this
Indenture) or, in the case of the Guarantor, following delivery of a written
notice of such release or discharge by the Partnership, the Trustee, upon the
release or discharge of all guarantees by the Guarantor of any Debt of the
Partnership other than obligations arising under this Indenture and any
Securities issued hereunder, except a discharge or release by or as a result of
payment under such guarantees.

            (b)   The Trustee shall deliver an appropriate instrument evidencing
any release of the Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel that the Guarantor is entitled to such release in accordance
with the provisions of this Indenture. [The Guarantor remains liable for the
full amount of principal of (and premium, if any, on) and interest on the
Securities entitled to the benefits of such Guarantee as provided in this
Indenture, subject to the limitations of Section 10.03.]

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by operation of TIA Section 318(c), the imposed duties
shall control.

SECTION 11.02 Notices.

            Any notice or communication by the Partnership, the Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
telex, facsimile or overnight air courier guaranteeing next day delivery, to the
other's address:

                  If to the Partnership or the Guarantor:

                  Martin Operating Partnership L.P.
                  4200 Stone Road
                  Kilgore, Texas  75662
                  Attn: Robert D. Bondurant
                  Telephone: (903) 983-6200
                  Facsimile:  (903) 983-6262

                  If to the Trustee:

                  Attn:
                  Telephone:
                  Facsimile:

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<PAGE>

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

            All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

            If the Partnership or the Guarantor mails a notice or communication
to Holders, it shall mail a copy to the others and to the Trustee and each Agent
at the same time.

            All notices or communications, including without limitation notices
to the Trustee, the Partnership or the Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03 Communication by Holders with Other Holders.

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

SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Partnership or the Guarantor
to the Trustee to take any action under this Indenture, the Partnership or the
Guarantor, as the case may be, shall, if requested by the Trustee, furnish to
the Trustee at the expense of the Partnership or the Guarantor, as the case may
be:

            (1)   an Officers' Certificate (which shall include the statements
      set forth in Section 11.05) stating that, in the opinion of the signers,
      all conditions precedent and covenants, if any, provided for in this
      Indenture relating to the proposed action have been complied with; and

                                       52
<PAGE>

            (2)   an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent and covenants have been complied
      with.

SECTION 11.05 Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (1)   a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (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 such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her 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 or not, in the opinion of such
      Person, such condition or covenant has been complied with.

SECTION 11.06 Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07 Legal Holidays.

            If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 11.08 No Recourse Against Others.

            A director, officer, employee, stockholder, partner or other owner
of the Partnership, the Guarantor or the Trustee, as such, shall not have any
liability for any obligations of the Partnership under the Securities, for any
obligations of the Guarantor under the Guarantee, or for any obligations of the
Partnership, the Guarantor or the Trustee under this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The
waiver and release shall be part of the consideration for the issue of
Securities.

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<PAGE>

SECTION 11.09 Governing Law.

            THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.10 No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Partnership, the Guarantor or any Subsidiary. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.11 Successors.

            All agreements of the Partnership and the Guarantor in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 11.12 Severability.

            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, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 11.13 Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.14 Table of Contents, Headings, etc.

            The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       54
<PAGE>

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

                                     MARTIN OPERATING PARTNERSHIP L.P.

                                     By: MARTIN OPERATING GP LLC,
                                         its General Partner

                                     By: MARTIN MIDSTREAM PARTNERS L.P.,
                                         its Sole Member

                                     By: MARTIN MIDSTREAM GP LLC,
                                         its General Partner

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________

                                     MARTIN MIDSTREAM PARTNERS L.P.

                                     By: MARTIN MIDSTREAM GP LLC,
                                         its General Partner

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________

                                     [                      ], as Trustee

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________

<PAGE>

                                    ANNEX A

                              NOTATION OF GUARANTEE

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

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

                                     MARTIN MIDSTREAM PARTNERS L.P.

                                     By: MARTIN MIDSTREAM GP LLC,
                                         its General Partner

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________