<PAGE>   1
                                                                     EXHIBIT 4.1


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


                                  KINDER MORGAN
                              ENERGY PARTNERS, L.P.

                                     ISSUER


                                       AND

                            FIRST UNION NATIONAL BANK

                                     TRUSTEE


                                   ----------


                                    INDENTURE

                          DATED AS OF NOVEMBER 8, 2000


                                   ----------




                    $250,000,000 7.50% SENIOR NOTES DUE 2010







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


<PAGE>   2



                       KINDER MORGAN ENERGY PARTNERS, L.P.

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


<TABLE>
<CAPTION>
Trust Indenture
   Act Section                                                                              Indenture Section
---------------                                                                             -----------------
<S>                                                                                      <C>
Section 310(a)(1)............................................................................             609
           (a)(2)............................................................................             609
           (a)(3)............................................................................  Not Applicable
           (a)(4)............................................................................  Not Applicable
           (b)...............................................................................        608; 610
Section 311(a)...............................................................................             613
           (b)...............................................................................             613
Section 312(a)...............................................................................        701; 702
           (b)...............................................................................             702
           (c)...............................................................................             702
Section 313(a)...............................................................................             703
           (b)...............................................................................             703
           (c)...............................................................................             703
           (d)...............................................................................             703
Section 314(a)...............................................................................             704
           (a)(4)............................................................................            1004
           (b)...............................................................................  Not Applicable
           (c)(1)............................................................................             102
           (c)(2)............................................................................             102
           (c)(3)............................................................................  Not Applicable
           (d)...............................................................................  Not Applicable
           (e)...............................................................................             102
Section 315(a)...............................................................................        601, 603
           (b)...............................................................................             602
           (c)...............................................................................             601
           (d)...............................................................................             601
           (e)...............................................................................             514
Section 316(a)...............................................................................             101
           (a)(1)(A).........................................................................        502; 512
           (a)(1)(B).........................................................................             513
           (a)(2)............................................................................  Not Applicable
           (b)...............................................................................             508
           (c)...............................................................................             104
Section 317(a)(1)............................................................................             503
           (a)(2)............................................................................             504
           (b)...............................................................................            1003
Section 318(a)...............................................................................             107
</TABLE>

----------

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

                                       ii

<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<S>                 <C>                                                                                         <C>
                                                      ARTICLE I

                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.         Definitions..................................................................................1
SECTION 102.         Compliance Certificates and Opinions........................................................14
SECTION 103.         Form of Documents Delivered to Trustee......................................................14
SECTION 104.         Acts of Holders; Record Dates...............................................................15
SECTION 105.         Notices, Etc., to Trustee and Partnership...................................................16
SECTION 106.         Notice to Holders; Waiver...................................................................17
SECTION 107.         Conflict with Trust Indenture Act...........................................................17
SECTION 108.         Effect of Headings and Table of Contents....................................................17
SECTION 109.         Successors and Assigns......................................................................17
SECTION 110.         Separability Clause.........................................................................18
SECTION 111.         Benefits of Indenture.......................................................................18
SECTION 112.         Governing Law...............................................................................18
SECTION 113.         Legal Holidays..............................................................................18
SECTION 114.         Language of Notices, Etc....................................................................18

                                                     ARTICLE II

                                                   SECURITY FORMS

SECTION 201.         Forms Generally.............................................................................18
SECTION 202.         Forms of Face of Securities.................................................................19
SECTION 203.         Forms of Reverse of Securities..............................................................21
SECTION 204.         Form of Legend for Global Securities........................................................26
SECTION 205.         Form of Trustee's Certificate and Authorization.............................................27

                                                     ARTICLE III

                                                   THE SECURITIES

SECTION 301.         Title and Terms.............................................................................27
SECTION 302.         Denominations...............................................................................28
SECTION 303.         Execution, Authentication, Delivery and Dating..............................................28
SECTION 304.         Temporary Securities........................................................................29
SECTION 305.         Registration, Registration of Transfer and Exchange.........................................29
SECTION 306.         Mutilated, Destroyed, Lost and Stolen Securities............................................34
SECTION 307.         Payment of Interest; Interest Rights Preserved..............................................35
SECTION 308.         Persons Deemed Owners.......................................................................36
</TABLE>


                                       iii

<PAGE>   4


<TABLE>
<S>                 <C>                                                                                         <C>
SECTION 309.         Cancellation................................................................................37
SECTION 310.         Computation of Interest.....................................................................37
SECTION 311.         CUSIP Numbers...............................................................................37

                                                     ARTICLE IV

                                             SATISFACTION AND DISCHARGE

SECTION 401.         Satisfaction and Discharge of Indenture.....................................................38
SECTION 402.         Application of Trust Money..................................................................39

                                                      ARTICLE V

                                                      REMEDIES

SECTION 501.         Events of Default...........................................................................39
SECTION 502.         Acceleration of Maturity; Rescission and Annulment..........................................40
SECTION 503.         Collection of Indebtedness and Suits for Enforcement by Trustee.............................41
SECTION 504.         Trustee May File Proofs of Claim............................................................42
SECTION 505.         Trustee May Enforce Claims Without Possession of Securities.................................42
SECTION 506.         Application of Money Collected..............................................................42
SECTION 507.         Limitation on Suits.........................................................................43
SECTION 508.         Unconditional Right of Holders to Receive Principal, Premium and
                     Interest....................................................................................43
SECTION 509.         Restoration of Rights and Remedies..........................................................44
SECTION 510.         Rights and Remedies Cumulative..............................................................44
SECTION 511.         Delay or Omission Not Waiver................................................................44
SECTION 512.         Control by Holders..........................................................................44
SECTION 513.         Waiver of Past Defaults.....................................................................45
SECTION 514.         Undertaking for Costs.......................................................................45
SECTION 515.         Waiver of Usury, Stay or Extension Laws.....................................................45

                                                     ARTICLE VI

                                                     THE TRUSTEE

SECTION 601.         Certain Duties and Responsibilities.........................................................46
SECTION 602          Notice of Defaults..........................................................................47
SECTION 603.         Certain Rights of Trustee...................................................................47
SECTION 604.         Not Responsible for Recitals or Issuance of Securities......................................48
SECTION 605.         May Hold Securities.........................................................................49
SECTION 606.         Money Held in Trust.........................................................................49
SECTION 607.         Compensation and Reimbursement..............................................................49
SECTION 608.         Disqualification; Conflicting Interests.....................................................50
</TABLE>

                                       iv

<PAGE>   5


<TABLE>
<S>                 <C>                                                                                         <C>
SECTION 609.         Corporate Trustee Required; Eligibility.....................................................50
SECTION 610.         Resignation and Removal; Appointment of Successor...........................................50
SECTION 611.         Acceptance of Appointment by Successor......................................................51
SECTION 612.         Merger, Conversion, Consolidation or Succession to Business.................................52
SECTION 613.         Preferential Collection of Claims Against Partnership.......................................52
SECTION 614.         Appointment of Authenticating Agent.........................................................52

                                                     ARTICLE VII

                                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

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

                                                    ARTICLE VIII

                                CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

                                                     ARTICLE IX

                                               SUPPLEMENTAL INDENTURES

SECTION 901.         Supplemental Indentures Without Consent of Holders..........................................57
SECTION 902.         Supplemental Indentures with Consent of Holders.............................................58
SECTION 903.         Execution of Supplemental Indentures........................................................59
SECTION 904.         Effect of Supplemental Indentures...........................................................59
SECTION 905.         Conformity with Trust Indenture Act.........................................................59
SECTION 906.         Reference in Securities to Supplemental Indentures..........................................59
</TABLE>



                                       v
<PAGE>   6



<TABLE>
<S>                 <C>                                                                                         <C>
                                                      ARTICLE X

                                                      COVENANTS

SECTION 1001.        Payment of Principal, Premium and Interest..................................................59
SECTION 1002.        Maintenance of Office or Agency.............................................................60
SECTION 1003.        Money for Securities Payments to Be Held in Trust...........................................60
SECTION 1004.        Statement by Officers as to Default.........................................................61
SECTION 1005.        Existence...................................................................................62
SECTION 1006.        Limitations on Liens........................................................................62
SECTION 1007.        Restriction of Sale-Leaseback Transaction...................................................63
SECTION 1008.        Waiver of Certain Covenants.................................................................64
SECTION 1009.        Officers' Certificate as to Additional Interest.............................................64

                                                     ARTICLE XI

                                              REDEMPTION OF SECURITIES

SECTION 1101.        Optional Redemption.........................................................................65
SECTION 1102.        Election to Redeem; Notice to Trustee.......................................................65
SECTION 1103.        Selection by Trustee of Securities to be Redeemed...........................................65
SECTION 1104.        Notice of Redemption........................................................................66
SECTION 1105.        Deposit of Redemption Price.................................................................66
SECTION 1106.        Securities Payable on Redemption Date.......................................................67
SECTION 1107.        Securities Redeemed in Part.................................................................67

                                                     ARTICLE XII

                                                    NON-RECOURSE

SECTION 1201.        Non-Recourse to the General Partner; No Personal Liability of
                     Officers, Directors, Employees or Partners..................................................67

                                                    ARTICLE XIII

                                              DEFEASANCE OF SECURITIES

SECTION 1301.        Legal Defeasance............................................................................68
SECTION 1302.        Covenant Defeasance.........................................................................69
SECTION 1303.        Application by Trustee of Funds Deposited for Payment of Securities.........................71
SECTION 1304.        Repayment to Partnership....................................................................71
SECTION 1305.        Reinstatement...............................................................................72
</TABLE>


                                       vi

<PAGE>   7


<TABLE>
<S>                 <C>                                                                                         <C>
                                                    ARTICLE XIV

                                              GUARANTY OF SECURITIES

SECTION 1401.        Requirement for Guaranty....................................................................72
SECTION 1402.        Release of Guaranty.........................................................................72


ANNEX A              Guaranty Provisions
ANNEX B              Form of Regulation S Certificate
ANNEX C              Form of Restricted Securities Certificate
ANNEX D              Form of Unrestricted Securities Certificate
</TABLE>


                                       vii

<PAGE>   8


         INDENTURE dated as of November 8, 2000 between KINDER MORGAN ENERGY
PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), having its
principal office at 1301 McKinney Street, Suite 3400, Houston Texas, 77010, the
and FIRST UNION NATIONAL BANK, a national banking association, as Trustee (the
"Trustee").

                           RECITALS OF THE PARTNERSHIP

         The Partnership has duly authorized the creation of the Securities (as
hereinafter defined), substantially of the tenor and amount hereinafter set
forth, and to provide therefor the Partnership has duly authorized the execution
and delivery of this Indenture.

         All things necessary to make the Securities, when executed by the
Partnership and authenticated and delivered hereunder and duly issued by the
Partnership, the valid obligations of the Partnership, and to make this
Indenture a valid agreement of the Partnership, in accordance with the terms of
this Securities and this Indenture, respectively, have been done.

         Upon the issuance of the Exchange Securities or the effectiveness of a
registration statement filed in connection with the Exchange Offer, this
Indenture will be subject to the provisions of the Trust Indenture Act (as
hereinafter defined) that are required to be a part of this Indenture and shall,
to the extent applicable, be governed by such provisions. Prior thereto, the
provisions of said Trust Indenture Act will apply to this Indenture only to the
extent expressly provided herein.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                       ARTICLE I

                      DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                      APPLICATION

SECTION 101. Definitions.

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

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

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


<PAGE>   9


                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation;

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

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

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

         "Additional Interest", which does not apply to the Exchange Securities,
has the meaning specified in the Forms of Reverse of Security in Section 203.

         "Additional Interest Event", which does not apply to the Exchange
Securities, has the meaning specified in the Forms of Reverse of Security in
Section 203.

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

         "Agent Member" means any member of, or participant in, the Depositary.

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, or Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect from time to time.

         "Attributable Indebtedness", when used with respect to any
Sale-Leaseback Transaction, means, as of the time of determination, the present
value (discounted at the rate set forth or implicit in the terms of the lease
included in such transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items that do not constitute payments for property rights)
during the remaining term of the lease included in such Sale-Leaseback
Transaction (including any period for which such lease has been extended). In
the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such

                                        2

<PAGE>   10



amount shall be the lesser of the amount determined assuming termination upon
the first date such lease may be terminated (in which case the amount shall also
include the amount of the penalty or termination payment, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated) or the amount determined assuming no such
termination.

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

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

         "Authorized Newspaper" means a newspaper, in the English language,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the Borough of
Manhattan, The City of New York.

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

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

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

         "Business Day", means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law, executive order or regulation to close.

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

         "Clearstream" means Clearstream Banking (or any successor securities
clearing agency).

                                        3

<PAGE>   11



         "Closing Date" has the meaning specified in the Registration Rights
Agreement.

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

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

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

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

         "covenant defeasance" has the meaning specified in Section 1302.

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

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

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

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

         "defeasance" has the meaning specified in Section 1301.

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

         "Depositary" means a clearing agency registered under the Exchange Act
that is designated to act as Depositary for the Securities, until a successor
Depositary shall have become such pursuant

                                        4

<PAGE>   12



to the applicable provisions of this Indenture, and thereafter shall mean or
include each Person which is then a Depositary hereunder, and if at any time
there is more than one such Person, shall be a collective reference to such
Persons.

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

         "DTC" means the Depository Trust Company.

         "Euroclear" means the Euroclear Clearance System (or any successor
securities clearing agency).

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

         "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

         "Exchange Offer" has the meaning specified in the Registration Rights
Agreement.

         "Exchange Security" means any Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer or
otherwise registered under the Securities Act (which shall be substantially
identical to the Original Securities except that the Exchange Securities will
have been registered pursuant to an effective registration statement under the
Securities Act, will not be subject to transfer restrictions or registration
rights and will not be entitled to the benefit of provisions for Additional
Interest) and any Security with respect to which the next preceding Predecessor
Security of such Security was an Exchange Security.

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

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

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

         "Global Securities" means the Restricted Global Securities and the
Regulation S Global Securities.

         "Global Security Legend" means a legend substantially in the form
specified in Section 204(c).

                                        5

<PAGE>   13



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

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

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

         "Independent Investment Banker" has the meaning specified in Section
1101.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

         "interest" includes Additional Interest, if any.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

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

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

         "Make-Whole Premium" with respect to any Security (or portion thereof)
to be redeemed will be equal to the excess, if any, of (i) the sum of the
present values, calculated as of the Redemption Date, of (a) each interest
payment that, but for such redemption, would have been payable on any such
Security (or portion thereof) being redeemed on each Interest Payment Date
occurring after the Redemption Date (excluding any accrued interest for the
period prior to the Redemption Date) and (b) the principal amount that, but for
such redemption, would have been payable at the Stated Maturity of the principal
of such Security (or portion thereof) being redeemed, over (ii) the principal
amount of such Security (or portion thereof) being redeemed. The present value
of interest and

                                        6

<PAGE>   14



principal payments referred to in clause (i) will be determined in accordance
with generally accepted principles of financial analysis. Such present values
will be calculated by discounting the amount of each payment of interest or
principal from the date that each such payment would have been payable, but for
the redemption, to the Redemption Date at a discount rate equal to the Treasury
Yield plus 25 basis points (0.25%).

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

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

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

         "Officers' Certificate" of a Person means a certificate signed by the
Chairman of the Board, the Vice Chairman, the President or a Vice President, and
by the Treasurer or the Secretary, of the Person, or if such Person is a
partnership, of its general partner, and delivered to the Trustee. One of the
officers or such other Persons (as applicable) signing an Officers' Certificate
given pursuant to Section 1004 or 1009 shall be the principal executive,
financial or accounting officer of the Person, or if such Person is a
partnership, of its general partner.

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

         "Original Securities" means all Securities other than Exchange
Securities.

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

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

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

                           (iii) Securities which have been paid pursuant to
         Section 306 or in exchange for or in lieu of which other Securities
         have been authenticated and delivered

                                        7

<PAGE>   15



         pursuant to this Indenture, other than any such Securities in respect
         of which there shall have been presented to the Trustee proof
         satisfactory to it that such Securities are held by a bona fide
         purchaser in whose hands such Securities are valid obligations of the
         Partnership; and

                           (iv) Securities, except to the extent provided in
         Sections 1301 and 1302, with respect to which the Partnership has
         effected defeasance or covenant defeasance as provided in Article XIII;

provided, however, that in determining whether Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Partnership or any other obligor upon the Securities or any Affiliate of
the Partnership or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Partnership or any other obligor upon
the Securities or any Affiliate of the Partnership or of such other obligor.

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

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

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

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

         "Permitted Liens" means (i) Liens upon rights-of-way for pipeline
purposes; (ii) any statutory or governmental Lien or Lien arising by operation
of law, or any mechanics', repairmen's, materialmen's, supplier's, carrier's,
landlord's, warehousemen's or similar Lien incurred in the ordinary course of
business which is not yet due or which is being contested in good faith by

                                        8

<PAGE>   16



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

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

         "Place of Payment," when used with respect to the Securities, means the
office or agency of the Partnership in The City of New York.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in

                                        9

<PAGE>   17



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

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

         "Purchase Agreement" means the Purchase Agreement, dated as of November
1, 2000, between the Partnership and Banc of America Securities LLC, as the same
shall be amended from time to time.

         "Purchaser" means Banc of America Securities LLC.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

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

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

         "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

         "Registrable Securities" has the meaning specified in the Registration
Rights Agreement.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 8, 2000 between the Partnership and Banc of
America Securities LLC, as the same shall be amended from time to time.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means April 15th or October 15th of each year (whether or not a Business
Day) as the case may be, next preceding such Interest Payment Date.

                                       10

<PAGE>   18



         "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

         "Regulation S Certificate" means a certificate substantially in the
form specified in Annex B.

         "Regulation S Global Securities" has the meaning specified in Section
201.

         "Regulation S Legend" means a legend substantially in the form of the
legend specified in Section 204(b).

         "Regulation S Securities" means any Securities sold by the Purchaser in
reliance on Regulation S and any Successor Securities thereto as long as such
Securities are required pursuant to Section 305(c) to bear any Regulation S
Legend.

         "Restricted Global Securities" has the meaning specified in Section
201.

         "Restricted Period" means the period of 41 consecutive days beginning
on and including the later of (i) the day on which Securities are first offered
to Persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the original issuance date of the Securities.

         "Restricted Securities" means any Securities sold by the Purchaser in
reliance on Rule 144A and any Successor Securities thereto as long as such
Securities are required pursuant to Section 305(c) to bear any Restricted
Securities Legend.

         "Restricted Securities Certificate" means a certificate substantially
in the form specified in Annex C.

         "Restricted Securities Legend" means a legend substantially in the form
of the legend specified in Section 204(a).

         "Rule 144" means Rule 144 under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "Rule 144(k) Holding Period" has the meaning specified in the Forms of
Reverse of Security in Section 203.

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

                                       11

<PAGE>   19



         "Securities" means the 7.50% Senior Notes due 2010 of the Partnership,
including the Original Securities and the Exchange Securities. For all purposes
of this Indenture, the term "Securities" shall include any Exchange Securities
issued in exchange for Original Securities pursuant to this Indenture and, for
purposes of this Indenture, all Outstanding Original Securities and Exchange
Securities shall vote together as one series of Securities under this Indenture.

         "Securities Act" means the Securities Act of 1933 or any statute
successor thereto, in each case as amended from time to time.

         "Securities Act Legend" means a Restricted Securities Legend or a
Regulation S Legend.

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

         "Shelf Registration Statement" has the meaning specified in the
Registration Rights Agreement.

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

         "spot rate of exchange" has the meaning specified in Section 107 of
Annex A.

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

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

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

         "Treasury Yield" means a rate of interest per annum equal to the weekly
average yield to maturity of United States Treasury Notes that have a constant
maturity that corresponds to the remaining term to maturity of the Securities,
calculated to the nearest 1/12 of a year (the "Remaining

                                       12

<PAGE>   20


Term"). The Treasury Yield will be determined as of the third Business Day
immediately preceding the applicable Redemption Date. The weekly average yields
of United States Treasury Notes will be determined by reference to the most
recent statistical release published by the Federal Reserve Bank of New York and
designated "H.15(519) Selected Interest Rates" or any successor release (the
"H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield will be equal to such
weekly average yield. In all other cases, the Treasury Yield will be calculated
by interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release). Any weekly average yields so
calculated by interpolation will be rounded to the nearest 1/100th of 1% with
any figure of 1/200% or above being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.

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

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

         "Unrestricted Securities Certificate" means a certificate substantially
in the form specified in Annex D.

         "U.S." and "United States" each means the United States of America.

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

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

                                       13

<PAGE>   21



SECTION 102. Compliance Certificates and Opinions.

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

         Every Officers' Certificate or Opinion of Counsel (except for
certificates provided for in Sections 1004 and 1009) shall include:

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

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

                  (3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

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

SECTION 103. Form of Documents Delivered to Trustee.

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

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

                                       14

<PAGE>   22



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

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

SECTION 104. Acts of Holders; Record Dates.

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

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

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

                                       15

<PAGE>   23



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

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

         The Partnership may set any day as the record date for the purpose of
determining Holders of Outstanding Securities entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities (other than any such action provided or permitted to be taken
under Section 501, 502 or 512), but the Partnership shall have no obligation to
do so. Such record date shall be not earlier than the 30th day prior to the
first solicitation of any Holder to give or take any such action and not later
than the date of such first solicitation. With regard to any record date set
pursuant to this paragraph, Holders of Outstanding Securities on such record
date (or their duly appointed agents), and only such Persons, shall be entitled
to give or take the relevant action, whether or not such Holders remain Holders
after such record date. The Partnership shall notify the Trustee in writing of
any such record date not later than the date of the first solicitation of any
Holder to give or take any action.

SECTION 105. Notices, Etc., to Trustee and Partnership.

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

                  (1) the Trustee by any Holder or by the Partnership or any
Guarantor shall be sufficient for every purpose hereunder if made in writing and
actually received by the Trustee at its Corporate Trust Office, Attention:
Corporate Trustee Administration, or at any other address previously furnished
in writing by the Trustee, or

                  (2) the Partnership or any Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Partnership addressed to it at 1301 McKinney Street, Suite 3400, Houston
Texas, 77010, to the attention of the Corporate Secretary, or at any other
address previously furnished in writing to the Trustee by the Partnership.
Notice to the Partnership shall constitute notice to each Guarantor, if any.

                                       16

<PAGE>   24



SECTION 106. Notice to Holders; Waiver.

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

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

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

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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



                                       17

<PAGE>   25



SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

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

SECTION 114. Language of Notices, Etc.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act required or permitted under this Indenture shall be in the English
language.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201. Forms Generally.

         The Securities and the Trustee's certificate of authentication shall be
in substantially the forms set forth in this Article, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may

                                       18

<PAGE>   26



be required to comply with applicable securities laws, tax laws or the rules of
any securities exchange or automated quotation system on which the Securities
may be listed or traded or of the Depositary therefor.

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

         Upon their original issuance, the Restricted Securities shall be issued
in the form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Trustee, as custodian for DTC,
for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Securities, together with their Successor Securities which are Global
Securities other than the Regulation S Global Securities, are collectively
herein called the "Restricted Global Securities".

         Upon their original issuance, initial Regulation S Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian
for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Securities represented thereby (or such other accounts as they may direct),
provided that upon such deposit all such Securities shall be credited to or
through accounts maintained at DTC by or on behalf of Euroclear or Clearstream
and in accordance with Section 305(b)(iv). Such Global Securities, together with
their Successor Securities which are Global Securities other than the Restricted
Global Securities, are collectively herein called the "Regulation S Global
Securities".

SECTION 202. Forms of Face of Securities.

                       KINDER MORGAN ENERGY PARTNERS, L.P.

                           7.50% SENIOR NOTE DUE 2010

No. ___________                                            U.S. $______________
                                                           [CUSIP No. [________]

         Kinder Morgan Energy Partners, L.P., a Delaware limited partnership
(herein called the "Partnership", which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to _____________________, or registered assigns, the principal sum of
______________________ Dollars on November 1, 2010, and to pay interest thereon
from November 8, 2000 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on May 1 and November
1 in each year (or if any such date is not a Business Day, the next succeeding
Business Day), commencing May 1, 2001, at the rate of 7.50% per annum, until the
principal hereof is paid or made available for payment.

                                       19

<PAGE>   27



         The interest so payable [(including Additional Interest, if any,
provided for on the reverse hereof)],(1) and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be April 15 or October 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Payment of the principal
of and interest on this Security will be made at the office or agency of the
Partnership maintained for that purpose in The City of New York, New York, in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Partnership payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register; and provided, further, however, that in case this Security is
held by a Depositary or its nominee, payments of principal, interest and
premium, if any, shall be made by wire transfer of immediately available funds
to an account designated by such Depositary.

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

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


----------
    (1) Omitted from Exchange Securities.

                                       20

<PAGE>   28



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

Dated:
      ------------------

                                          KINDER MORGAN ENERGY
                                            PARTNERS, L.P.


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


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



SECTION 203. Forms of Reverse of Securities.

         This Security is one of a duly authorized issue of securities of the
Partnership, limited in initial aggregate principal amount to $250,000,000,
issued and to be issued under an Indenture, dated as of November 8, 2000 (herein
called the "Indenture"), between the Partnership and First Union National Bank,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which the Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the
Partnership, the Trustee and Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities issued and to be issued under the Indenture consist of $250,000,000
initial aggregate original principal amount of 7.50% Senior Notes due 2010 and
are hereinafter called the "Securities"; provided, however, that the Partnership
may, so long as no Event of Default has occurred and is continuing, reopen the
series of Securities to issue additional Securities of such series, which shall
form a single series with the Securities and shall have the same terms, without
the consent of the Holders.

         [The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement. The Partnership agrees to pay additional interest
(the "Additional Interest"), as specified below, upon the occurrence of any of
the following events (each such event an "Additional Interest Event"): (i) if
the Exchange Registration Statement or Shelf Registration Statement is not filed
within 120 days following the Closing Date, then commencing on the 121st day
after the Closing Date, Additional Interest shall accrue on the Securities over
and above the otherwise applicable interest rate at a rate of 0.25% per annum,
(ii) if the Exchange Registration Statement or the Shelf Registration Statement
is filed and is not declared effective within 210 days following the Closing
Date, then commencing on the 211th day after the Closing Date, Additional
Interest shall accrue on the Securities over and above the otherwise applicable
interest rate at a rate of 0.25% per annum, or (iii) if either (A) the
Partnership has not exchanged Exchange Securities for all Securities validly
tendered in accordance with the terms of the Exchange Offer on or prior to 45
Business Days after the date on which the Exchange Registration Statement was
declared effective, or (B) the Shelf Registration Statement has been declared
effective but such Shelf Registration Statement ceases to be effective at any
time (I)

                                       21

<PAGE>   29



prior to the second anniversary of the Closing Date or, if Rule 144(k) is
amended to provide a shorter restrictive period, such shorter period (the "Rule
144(k) Holding Period") and (II) while Registrable Securities are Outstanding,
then Additional Interest shall accrue on the Securities over and above the
otherwise applicable interest rate at a rate of 0.25% per annum commencing on
the (x) 46th Business Day after such effective date, in the case of (A) above,
or (y) the day the Shelf Registration Statement ceases to be effective, in the
case of (B) above; provided, however, that the rate at which Additional Interest
accrues on the Securities shall never exceed 0.25% per annum; and provided
further that Additional Interest shall cease to accrue upon the earlier of (X)
when all Additional Interest Events have been cured or (Y) upon the expiration
of the Rule 144(k) Holding Period. For purposes of clarifying the foregoing
provisions (i) the circumstances under which Additional Interest is owed are not
cumulative, (ii) in no event will the rate of Additional Interest exceed 0.25%
per annum, and (iii) Additional Interest shall not accrue at any time when there
are no Registrable Securities Outstanding.](2)

         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Securities are redeemable, at the option of the Partnership, at any
time in whole or from time to time in part, upon not less than 30 and not more
than 60 days' notice mailed to each Holder of the Securities to be redeemed at
the Holder's address appearing in the Security Register, on any date prior to
Maturity at a price equal to (a) 100% of the principal amount thereof plus
accrued interest to the Redemption Date (subject to the right of holders of
record on the relevant Record Date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date) and (b) a Make-Whole
Premium, if any (the "Redemption Price"). In no event will the Redemption Price
ever be less than 100% of the principal amount of the Notes plus accrued
interest to the Redemption Date. The Make-Whole Premium will be calculated by an
independent investment banking institution of national standing appointed by the
Partnership; provided, that if the Partnership fails to make such appointment at
least 30 Business Days prior to the Redemption Date, or if the institution so
appointed is unwilling or unable to make such calculation, such calculation will
be made by Banc of America Securities LLC or, if such firm is unwilling or
unable to make such calculation, by an independent investment banking
institution of national standing appointed by the Trustee (in any such case, an
"Independent Investment Banker").

         The Partnership has no obligation to redeem or purchase any Securities
pursuant to any sinking fund or analogous requirement, or (except as provided in
the Indenture) upon the happening of a specified event, or at the option of a
Holder thereof.

         The Indenture contains provision for defeasance at any time of (1) the
entire indebtedness of this Security or (2) certain covenants contained therein,
in each case upon compliance with certain conditions set forth in the Indenture.


----------
    (2) Omitted from Exchange Securities.


                                       22

<PAGE>   30



         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Partnership and the rights of Holders of the Securities under the Indenture at
any time by the Partnership and the Trustee with the consent of a majority in
aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting Holders of specified percentages
in aggregate principal amount of the Securities at the time Outstanding, on
behalf of Holders of all the Securities, to waive compliance by the Partnership
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to the Securities, Holders of not less than 25% in
principal amount of the Outstanding Securities shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from Holders of a majority in
principal amount of the Outstanding Securities a direction inconsistent with
such request and shall have failed to institute such proceedings within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of or any
interest on this Security on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall, without the consent of the Holder hereof, alter or
impair the obligation of the Partnership, which is absolute and unconditional,
to pay the principal of and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Partnership in The City of New York, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Partnership and the Security Registrar duly executed by, the Holder hereof or
its attorney duly authorized in writing, and thereupon one or more new
Securities of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, unless otherwise
required by law. As provided in the Indenture and subject to certain limitations
therein set forth, Securities are exchangeable for a like aggregate principal
amount of Securities of a different authorized denomination, as requested by the
Holder surrendering the same.

                                       23

<PAGE>   31



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

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

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


                                ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned sells, assigns and transfers this
Security to

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

--------------------------------------------------------------------------------
     (Print or type transferee's name, address, zip code and social security
                    or taxpayer identification number above)

and irrevocably appoints __________________________ agent to transfer this
Security on the books of the Partnership. The agent may substitute another to
act for the agent.


Date:
     --------------------
                               Your signature:
                                              ----------------------------------
                                              NOTICE: The signature(s) on this
                                              assignment must correspond in
                                              every particular with the name(s)
                                              of the registered owner(s)
                                              appearing on the face of the
                                              Security.


                                              ----------------------------------
                                              Signature

Signature Guaranteed by:


---------------------------------------
NOTICE: Signature must be guaranteed by
an "eligible guarantor institution"
meeting the requirements of the Trustee,
which requirements will include
membership or participation in STAMP or
such other signature guaranty program as
may be determined by the Trustee in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.


                                       24

<PAGE>   32
         In connection with any transfer of this Security, the undersigned
confirms that such Security is being transferred in accordance with its terms:

CHECK ONE BOX BELOW

            (1)   [ ]   to the Partnership; or

            (2)   [ ]   pursuant to an effective registration statement under
                        the Securities Act of 1933; or

            (3)   [ ]   inside the United States to a "qualified institutional
                        buyer" (as defined in Rule 144A under the Securities Act
                        of 1933) that purchases for its own account or for the
                        account of a qualified institutional buyer to whom
                        notice is given that such transfer is being made in
                        reliance on Rule 144A, in each case pursuant to and in
                        compliance with Rule 144A under the Securities Act of
                        1933; or

            (4)   [ ]   outside the United States in an offshore transaction
                        within the meaning of Regulation S under the Securities
                        Act in compliance with Rule 903 or Rule 904 under the
                        Securities Act of 1933; or

            (5)   [ ]   pursuant to another available exemption from
                        registration provided by Rule 144 under the Securities
                        Act of 1933.

         Unless one of the boxes is checked, the Trustee will refuse to register
this Security in the name of any Person other than the registered Holder
thereof; provided, however, that if box (4) or (5) is checked, the Trustee may
require, prior to registering any such transfer of this Security, such legal
opinions, certifications and other information as the Partnership has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, such as the exemption provided by Rule 144 under such
Act.

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

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

                                       25

<PAGE>   33



         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Security as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


Dated:
      -----------------           ----------------------------------------------
                                  NOTICE: To be executed by an executive officer


SECTION 204. Form of Legend for Global Securities.

                  (a) Each Restricted Security shall bear the following legend:
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE STATES OF THE UNITED STATES.

                  (b) Each Regulation S Security shall bear the following
legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY UNITED STATES PERSON,
UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.

                  (c) Each Global Security shall bear the following legend: THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH

                                       26

<PAGE>   34



DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SECTION 205. Form of Trustee's Certificate and Authorization.

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

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


                                             FIRST UNION NATIONAL BANK,
                                             As Trustee




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




                                   ARTICLE III

                                 THE SECURITIES

SECTION 301. Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is initially limited to $250,000,000, except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities pursuant to Section 304, 305,
306 or 906; provided, however, that the Partnership may, so long as no Event of
Default has occurred and is continuing, reopen the series of Securities
represented by the 7.50% Senior Notes due 2010 to issue additional Securities of
such series, which shall form a single series with the Securities and shall have
the same terms, without the consent of the Holders.

                                       27

<PAGE>   35



         The Securities shall be known and designated as the "7.50% Senior Notes
due 2010" of the Partnership. Their Stated Maturity in respect of principal
shall be November 1, 2010, and they shall bear interest at the rate of 7.50% per
annum, from November 8, 2000 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, as the case may be, payable
semi-annually on each November 1 and May 1, commencing May 1, 2001, until the
principal thereof is paid or made available for payment.

         The principal of and interest on the Securities shall be payable at the
office or agency of the Partnership in The City of New York maintained for such
purpose and any other office or agency maintained by the Partnership for such
purpose; provided, however, that at the option of the Partnership payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

SECTION 302. Denominations.

         The Securities shall be issuable only in registered form without
coupons and only denominations of $1,000 and any integral multiple thereof,
unless otherwise required by law.

SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Partnership may deliver Securities executed by the
Partnership to the Trustee or an Authenticating Agent for authentication,
together with a Partnership Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Partnership Order shall
authenticate and deliver such Securities; provided, however, that Exchange
Securities shall be issuable only upon the valid surrender for cancellation of
Original Securities of a like aggregate principal amount, in accordance with the
Exchange Offer.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or
any Guaranty or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature of an

                                       28

<PAGE>   36



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

SECTION 304. Temporary Securities.

         Pending the preparation of Definitive Securities, the Partnership may
execute, and upon receipt of the documents required by Section 303, together
with a Partnership Order, the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the Definitive Securities in lieu of which they are issued.

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

SECTION 305. Registration, Registration of Transfer and Exchange.

                  (a) Registration, Registration of Transfer and Exchange,
Generally.

         The Partnership shall cause to be kept at an office or agency of the
Security Registrar in The City of New York a register (the register maintained
in such office or in any other office or agency of the Partnership in a Place of
Payment being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Partnership
shall provide for the registration of Securities and of transfers of Securities.
The Partnership shall, prior to the issuance of any Securities hereunder,
appoint the Trustee as the initial "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided and its
corporate trust office which, at the date hereof, is located at 40 Broad Street,
Suite 550, New York, New York 10004, as the initial office or agency in The City
of New York where the Security Register will be maintained. The Partnership may
at any time replace such Security Registrar, change such office or agency or act
as its own Security Registrar. The Partnership will give prompt written notice
to the Trustee of any change of the Security Registrar or of the location of
such office

                                       29

<PAGE>   37


or agency. At all reasonable times the Security Register shall be available for
inspection by the Trustee.

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

         At the option of the Holder, Securities (except a Global Security) may
be exchanged for other Securities, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Partnership shall execute, and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to
receive; provided that no exchange of Original Securities for Exchange
Securities shall occur until a registration statement for the issuance of the
Exchange Securities shall have been declared effective by the Commission and the
Original Securities to be exchanged for such Exchange Securities shall be
cancelled by the Trustee.

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

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

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

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

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                                       30

<PAGE>   38


                  (1) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall constitute a
single Security for all purposes of this Indenture.

                  (2) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (A) such Depositary (i) has notified the Partnership that
it is unwilling or unable to continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered under the Exchange Act, and
in either (i) or (ii) of this clause (2) a successor Depositary is not appointed
by the Partnership within 90 days after the date of such notice from the
Depositary, (B) there shall have occurred and be continuing a Default or an
Event of Default, or (C) the Partnership by Partnership Order, elects to have
the Global Security registered in the name of a Person other than the Depositary
or its nominee.

                  (3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

                  (4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 304, 306 or
906 or otherwise, shall be authenticated and delivered in the form of, and shall
be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.

                  (b) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 305(b) shall be made only in accordance with this Section
305(b).

                           (i) Restricted Global Security to Regulation S Global
         Security. If the owner of a beneficial interest in a Restricted Global
         Security wishes at any time to transfer such interest to a Person who
         wishes to acquire the same in the form of a beneficial interest in the
         Regulation S Global Security, such transfer may be effected only in
         accordance with the provisions of this Clause (b)(i) and Clause (b)(iv)
         below and subject to the Applicable Procedures. Upon receipt by the
         Trustee, as Security Registrar, of (A) an order given by the Depositary
         or its authorized representative directing that a beneficial interest
         in the Regulation S Global Security in a specified principal amount be
         credited to a specified Agent Member's account and that a beneficial
         interest in the Restricted Global Security and in an equal principal
         amount be debited from another specified Agent Member's account and (B)
         a Regulation S Certificate, satisfactory to the Trustee and duly
         executed by the owner of such

                                       31

<PAGE>   39



         beneficial interest in the Restricted Global Security or his attorney
         duly authorized in writing, then the Trustee, as Security Registrar but
         subject to Clause (b)(iv) below, shall reduce the principal amount of
         the Restricted Global Security and increase the principal amount of the
         Regulation S Global Security by such specified principal amount.

                           (ii) Regulation S Global Security to Restricted
         Global Security. If the owner of a beneficial interest in a Regulation
         S Global Security wishes at any time to transfer such interest to a
         Person who wishes to acquire the same in the form of a beneficial
         interest in the Restricted Global Security, such transfer may be
         effected only in accordance with this Clause (b)(ii) and subject to the
         Applicable Procedures. Upon receipt by the Trustee, as Security
         Registrar, of (A) an order given by the Depositary or its authorized
         representative directing that a beneficial interest in the Restricted
         Global Security in a specified principal amount be credited to a
         specified Agent Member's account and that a beneficial interest in the
         Regulation S Global Security and in an equal principal amount be
         debited from another specified Agent Member's account and (B) if such
         transfer is to occur during the Restricted Period, a Restricted
         Securities Certificate, satisfactory to the Trustee and duly executed
         by the owner of such beneficial interest in the Regulation S Global
         Security or his attorney duly authorized in writing, then the Trustee,
         as Security Registrar, shall reduce the principal amount of the
         Restricted Global Security by such specified principal amount. If
         transfers under this Clause (b)(ii) occur after the Restricted Period,
         no Restricted Securities Certificates will be required.

                           (iii) Non-Global Security to Non-Global Security. A
         Security that is not a Global Security may be transferred, in whole or
         in part to a Person who takes delivery in the form of another Security
         that is not a Global Security as provided in Section 305(a), provided,
         that, if the Security to be transferred in whole or in part is a
         Restricted Security, then the Trustee shall have received a Restricted
         Securities Certificate, satisfactory to the Trustee and duly executed
         by the transferor Holder or his attorney duly authorized in writing, in
         which case the Transferee Holder shall take delivery in the form of a
         Restricted Security (subject in every case to Section 305(c)).

                           (iv) Regulation S Global Security to be Held Through
         Euroclear or Clearstream During Restricted Period. The Partnership
         shall use its reasonable efforts to cause the Depositary to ensure that
         during the Restricted Period beneficial interests in a Regulation S
         Global Security may be held only in or through accounts maintained at
         the Depositary by Euroclear or Clearstream (or by Agent Members acting
         for the account thereof), and no Person shall be entitled to effect any
         transfer or exchange that would result in any such interest being held
         otherwise than in or through such an account; provided, that this
         Clause (b)(iv) shall not prohibit any transfer or exchange of such an
         interest in accordance with Clause (b)(ii) above.

                           (v) Restricted Non-Global Security to Restricted
         Global Security or Regulation S Global Security. If the Holder of a
         Restricted Security (other than a Global

                                       32

<PAGE>   40


         Security) wishes at any time to transfer all or any portion of such
         Security to a Person who wishes to take delivery thereof in the form of
         a beneficial interest in the Restricted Global Security or the
         Regulation S Global Security, such transfer may be effected only in
         accordance with the provisions of this Clause (b)(v) and Clause (b)(iv)
         above and subject to the Applicable Procedures. Upon receipt by the
         Trustee, as Security Registrar, of (A) such Security as provided in
         Section 305(a) and instructions satisfactory to the Trustee directing
         that a beneficial interest in such Restricted Global Security or such
         Regulation S Global Security in a specified principal amount not
         greater than the principal amount of such Security be credited to a
         specified Agent Member's account and (B) a Restricted Securities
         Certificate, if the specified account is to be credited with a
         beneficial interest in such Restricted Global Security, or a Regulation
         S Certificate, if the specified account is to be credited with a
         beneficial interest in such Regulation S Global Security, in either
         case satisfactory to the Trustee and duly executed by such Holder or
         his attorney duly authorized in writing, then the Trustee, as Security
         Registrar, shall cancel such Security (and issue a new Security in
         respect of any untransferred portion thereof) and increase the
         principal amount of the Restricted Global Security or the Regulation S
         Global Security, as the case may be, by the specified principal amount,
         both as provided in Section 305(a).

                  (c) Securities Act Legends. Restricted Securities and their
Successor Securities shall bear a Restricted Securities Legend, and the
Regulation S Securities and their Successor Securities shall bear a Regulation S
Legend, subject to the following:

                           (i) subject to the following Clauses of this Section
         305(c), a Security or any portion thereof which is exchanged, upon
         transfer or otherwise, for a Global Security or any portion thereof
         shall bear the Securities Act Legend borne by such Global Security
         while represented thereby;

                           (ii) subject to the following Clauses of this Section
         305(c), a new Security which is not a Global Security and is issued in
         exchange for another Security (including a Global Security or any
         portion thereof, upon transfer or otherwise, shall bear the Securities
         Act Legend borne by such other Security, provided that, if such new
         Security is required pursuant to Section 305(b)(v) to be issued in the
         form of a Restricted Security, it shall bear a Restricted Securities
         Legend and, if such new Security is so required to be issued in the
         form of a Regulation S Security, it shall bear a Regulation S Legend;

                           (iii) Registered Securities shall not bear a
         Securities Act Legend;

                           (iv) at any time after the Securities may be freely
         transferred without registration under the Securities Act or without
         being subject to transfer restrictions pursuant to the Securities Act,
         a new Security which does not bear a Securities Act legend may be
         issued in exchange for or in lieu of a Security (other than a Global
         Security) or any portion thereof which bears such a legend if the
         Trustee has received an Unrestricted Securities Certificate,
         satisfactory to the Trustee and duly executed by the Holder of such
         legended

                                       33

<PAGE>   41



         Security or his attorney duly authorized in writing, and after such
         date and receipt of such certificate, the Trustee shall authenticate
         and deliver such a new Security in exchange for or in lieu of such
         other Security as provided in this Article III.

                           (v) a new Security which does not bear a Securities
         Act Legend may be issued in exchange for or in lieu of a Security
         (other than a Global Security) or any portion thereof which bears such
         a legend if, in the Partnership's judgment, placing such a legend upon
         such new Security is not necessary to ensure compliance with the
         registration requirements of the Securities Act, and the Trustee, at
         the written direction of the Partnership, shall authenticate and
         deliver such a new Security as provided in this Article III; and

                           (vi) notwithstanding the foregoing provisions of this
         Section 305(c), a Successor Security of a Security that does not bear a
         particular form of Securities Act Legend shall not bear such form of
         legend unless the Partnership has reasonable cause to believe that such
         Successor Security is a "restricted security" within the meaning of
         Rule 144, in which case the Trustee, at the written direction of the
         Partnership, shall authenticate and deliver a new Security bearing a
         Restricted Securities Legend in exchange for such Successor Security as
         provided in this Article III.

         Furthermore, any Holder of a Global Security shall, by acceptance of
such Global Security, agree that transfers of beneficial interests in such
Global Security may be effected only through a book-entry system maintained by
the Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in such Global Security shall be required to be reflected in
a book entry.

         The Trustee shall retain copies of all letters, notices and other
written communications (if any) received concerning transfer or exchange, and
the Partnership shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of a reasonable written notice to the Trustee.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

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

         If there shall be delivered to the Partnership and the Trustee (1)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (2) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Partnership or the Trustee that such Security has been acquired by a bona
fide purchaser, the

                                       34

<PAGE>   42



Partnership shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount and bearing a number not
contemporaneously Outstanding. If, after the delivery of such new Security, a
bona fide purchaser of the original Security in lieu of which such new Security
was issued presents for payment or registration such original Security, the
Trustee shall be entitled to recover such new Security from the party to whom it
was delivered or any party taking therefrom, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Partnership and
the Trustee in connection therewith.

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

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

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

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

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

                  (1) The Partnership may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which

                                       35

<PAGE>   43



shall be fixed in the following manner. The Partnership shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the
Partnership shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Partnership of such Special Record Date and,
in the name and at the expense of the Partnership, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder of Securities at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).

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

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

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

SECTION 308. Persons Deemed Owners.

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

                                       36

<PAGE>   44



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

SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The
Partnership may at any time deliver to the Trustee for cancellation any Security
previously authenticated and delivered hereunder which the Partnership may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Security
previously authenticated hereunder which the Partnership has not issued and
sold, and all Securities so delivered shall be promptly canceled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Security held by the Trustee shall be disposed
of in accordance with its customary procedures, and the Trustee shall thereafter
deliver to the Partnership a certificate with respect to such disposition.

SECTION 310. Computation of Interest.

         Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months and interest on the Securities for any partial
period shall be computed on the basis of a 360- day year of twelve 30-day months
and the number of days elapsed in any partial month.

SECTION 311. CUSIP Numbers.

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

                                       37

<PAGE>   45



                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

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

                  (1) either

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

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

                           (i) have become due and payable,

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

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

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

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

                                       38

<PAGE>   46


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

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities (x) the obligations of the Partnership to the Trustee
under Section 607, the obligations of each Guarantor under Section 101 of its
Guaranty, the obligations of the Trustee to any Authenticating Agent under
Section 614 and the right of the Trustee to resign under Section 610 shall
survive, and (y) if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Partnership
and/or the Trustee under Sections 402, 606, 701 and 1002 and the last paragraph
of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

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

                                    ARTICLE V

                                    REMEDIES

SECTION 501. Events of Default.

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

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

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

                  (3) default in the performance, or breach, of any term,
covenant or warranty of the Partnership or any Guarantor in this Indenture or
the applicable Guaranty, and continuance of such default or breach for a period
of 60 days after there has been given, by registered or certified mail, to the
Partnership or such Guarantor by the Trustee or to the Partnership or such
Guarantor and the Trustee by Holders of at least 25% in principal amount of the
Outstanding Securities a written

                                       39

<PAGE>   47



notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

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

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

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
Holders of not less than 25% in principal amount of the Outstanding Securities
may declare the principal amount of and accrued but unpaid interest, if any, on
all of the Securities to be due and payable immediately, by a notice in writing
to the Partnership (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately
due and payable.

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

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

                           (A) all overdue interest on all Securities,

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

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

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

and

                                       40

<PAGE>   48


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

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Partnership covenants that if

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

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

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

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

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

                                        41

<PAGE>   49



SECTION 504. Trustee May File Proofs of Claim.

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

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

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

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

SECTION 506. Application of Money Collected.

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

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

         SECOND: To the payment of the amounts then due and unpaid for principal
of and any premium and interest on the Securities in respect of which or for the
benefit of which such money

                                       42

<PAGE>   50



has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal and
any premium and interest, respectively; and

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

SECTION 507. Limitation on Suits.

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

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

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

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

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

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

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

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Sections 305
and 307) interest on such Security on the Stated Maturity expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute

                                       43

<PAGE>   51



suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

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

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

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

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

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

                                       44

<PAGE>   52



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

SECTION 513. Waiver of Past Defaults.

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

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

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

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

SECTION 514. Undertaking for Costs.

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

SECTION 515. Waiver of Usury, Stay or Extension Laws.

         The Partnership covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Partnership (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants

                                       45

<PAGE>   53

that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

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

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

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

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

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

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

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

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

                                       46

<PAGE>   54



proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the
Securities; and

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

         Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

         If a Default occurs and is continuing with respect to the Securities,
the Trustee shall, within 90 days after it occurs, transmit, in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, notice of
all uncured or unwaived Defaults known to it; provided, however, that, except in
the case of a Default in payment on the Securities, the Trustee shall be
protected in withholding the notice if and so long as the board of directors,
the executive committee or a trust committee of directors or responsible
officers of the Trustee determine in good faith that withholding such notice is
in the interests of Holders of Securities; provided, further, however, that, in
the case of any Default of the character specified in Section 501(3) with
respect to the Securities, no such notice to Holders shall be given until at
least 30 days after the occurrence of such Default.

SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

                  (2) any request, direction, order or demand of the Partnership
mentioned herein shall be sufficiently evidenced by a Partnership Request or
Partnership Order and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;

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

                                       47

<PAGE>   55


                  (4) the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

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

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

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

                  (8) the Trustee is not a party to the Registration Rights
Agreement and shall be entitled to rely on an Officers' Certificate as to
whether Additional Interest is owed on the Securities; and

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

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

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

                                       48

<PAGE>   56



SECTION 605. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Partnership, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Partnership with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. Money Held in Trust.

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

SECTION 607. Compensation and Reimbursement.

         The Partnership agrees:

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

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

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

                  (4) The Trustee shall have a claim prior to the Securities as
to all property and funds held by it hereunder for any amounts owing it or any
predecessor Trustee pursuant to this Section 607, except to funds held in trust
for the benefit of Holders of any Securities.

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

                                       49

<PAGE>   57

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

         The provisions of this Section 607 and the obligations of the
Partnership thereunder, shall survive payment in full of the Securities, the
satisfaction and discharge of this Indenture and any defeasance of the
Securities.

SECTION 608. Disqualification; Conflicting Interests.

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

SECTION 609. Corporate Trustee Required; Eligibility.

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

SECTION 610. Resignation and Removal; Appointment of Successor.

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

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

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

                                       50

<PAGE>   58



         If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
written request therefor by the Partnership, or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

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

                  (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case (A) the Partnership, by a
Board Resolution, may remove the Trustee, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

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

         The Partnership shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

                  (1) Every such successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Partnership and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the

                                       51

<PAGE>   59



rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Partnership or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

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

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

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

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

SECTION 613. Preferential Collection of Claims Against Partnership.

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

SECTION 614. Appointment of Authenticating Agent.

         The Trustee (upon notice to the Partnership) may appoint an
Authenticating Agent or Agents which shall be authorized to act on behalf of the
Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication

                                       52

<PAGE>   60



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

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

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

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

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

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

                                       53

<PAGE>   61




                                             FIRST UNION NATIONAL BANK,

                                                  As Trustee



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


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



                                  ARTICLE VII

                   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
                                  PARTNERSHIP

SECTION 701. Partnership to Furnish Trustee Names and Addresses of Holders.

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

                  (1) not later than each Interest Payment Date in each year in
respect of the Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of Holders of Securities as of the preceding
Regular Record Date in respect of the Securities, and

                  (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Partnership of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

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

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

                                       54

<PAGE>   62



         Every Holder of Securities, by receiving and holding the same, agrees
with the Partnership and the Trustee that neither the Partnership nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to the names and addresses of Holders made
pursuant to the Trust Indenture Act.

SECTION 703. Reports by Trustee.

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

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

SECTION 704. Reports by Partnership.

         The Partnership shall:

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

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

                  (3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Partnership pursuant to paragraphs

                                       55

<PAGE>   63



(1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

                                  ARTICLE VIII

                 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
                                      LEASE

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

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

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

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

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

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

SECTION 802. Successor Substituted.

         Upon any consolidation of the Partnership or any Guarantor with, or
merger of the Partnership or any Guarantor into, any other Person or any sale,
transfer or lease of the properties and assets of the Partnership or any
Guarantor as, or substantially as, an entirety in accordance with Section 801,
the successor Person formed by such consolidation or into which the Partnership
or such Guarantor is merged or to which such sale, transfer or lease is made
shall (and, in the case of

                                       56

<PAGE>   64



a Guarantor, its Guaranty will provide that it shall) succeed to, and be
substituted for, and may exercise every right and power of, the Partnership or
such Guarantor under this Indenture and the Securities, or the Guaranty of such
Guarantor, as the case may be, with the same effect as if such successor Person
had been named originally as the Partnership or such Guarantor herein or
therein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities, or such Guaranty, as the case may be.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

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

                  (1) to secure the Securities;

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

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

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

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

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

                  (7) to amend this Indenture to reopen the series represented
by the Securities and issue additional Securities of that series in compliance
with Section 301;

                  (8) to evidence the acceptance of appointment by a successor
Trustee;

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

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

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

SECTION 902. Supplemental Indentures with Consent of Holders.

         With the consent of Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities affected by such supplemental
indenture, the Partnership and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture,
or modifying in any manner the rights of Holders of Securities under this
Indenture; provided that the Partnership and the Trustee may not, without the
consent of the Holder of each Outstanding Security affected thereby,

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

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

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

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

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

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

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SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

                                       ARTICLE X

                                       COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

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

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SECTION 1002. Maintenance of Office or Agency.

         The Partnership will maintain in the Place of Payment an office or
agency where the Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Partnership in respect of the Securities and
this Indenture may be served. The Partnership will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Partnership shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Partnership hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

         The Partnership may also from time to time designate one or more other
offices or agencies in the City of New York where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Partnership of its obligation to
maintain an office or agency in the Place of Payment 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.

         The Partnership hereby permanently designates as the Place of Payment
of Securities The City of New York, and initially appoints the Trustee as Paying
Agent at its office located at 40 Broad Street, Suite 550, New York, New York
10004, as the Partnership's office or agency for such purpose in such city.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

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

         Whenever the Partnership shall have one or more Paying Agents for the
Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Partnership
will promptly notify the Trustee of its action or failure so to act.

         The Partnership will cause the Paying Agent for the Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) hold all sums held

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by it for the payment of the principal of (and premium, if any) or interest, if
any, on Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided; (2) give the Trustee notice of any default by the Partnership or any
Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal (and premium, if any) or interest, if any, on the
Securities; and (3) during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the Securities.

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

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

SECTION 1004. Statement by Officers as to Default.

         The Partnership will deliver to the Trustee, within 150 days after the
end of each fiscal year of the Partnership ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Partnership or any Guarantor is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Partnership or any Guarantor shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

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SECTION 1005. Existence.

         Subject to Article VIII, the Partnership will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises and those of each
Guarantor; provided, however, that neither the Partnership nor any Guarantor
shall be required to preserve any such right or franchise if the Partnership
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Partnership or such Guarantor.

SECTION 1006. Limitations on Liens.

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

                  (1) Permitted Liens;

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

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

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

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

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

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

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

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

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

SECTION 1007. Restriction of Sale-Leaseback Transaction.

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

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

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

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

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

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

SECTION 1008. Waiver of Certain Covenants.

         The Partnership may omit in any particular instance to comply with any
term, provision or condition set forth in Section 1005, 1006 or 1007 with
respect to the Securities if before the time for such compliance Holders of at
least a majority in aggregate principal amount of the Outstanding Securities
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Partnership and the Guarantors and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

SECTION 1009. Officers' Certificate as to Additional Interest.

         The Partnership shall deliver an Officers' Certificate to the Trustee
within five Business Days after an Additional Interest Event occurs which
identifies such Additional Interest Event and states the date as of which
Additional Interest began accruing or will begin to accrue. Promptly upon (i) an
Additional Interest Event having been cured or (ii) the expiration of the Rule
144(k) Holding Period, the Partnership shall deliver to the Trustee an Officers'
Certificate which identifies such Additional Interest Event, states that it has
been cured or that the Rule 144(k) Holding Period has expired, as the case may
be, and states the date as of which Additional Interest ceased accruing or will
cease to accrue.

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                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101. Optional Redemption.

         The Securities will be redeemable, at the option of the Partnership, at
any time in whole or from time to time in part, upon not less than 30 and not
more than 60 days' notice mailed to each Holder of the Securities to be redeemed
at the Holder's address appearing in the Security Register, on any date prior to
Maturity at a price equal to (a) 100% of the principal amount thereof plus
accrued interest to the Redemption Date (subject to the right of holders of
record on the relevant Record Date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date) and (b) a Make-Whole
Premium, if any (the "Redemption Price"). In no event will the Redemption Price
ever be less than 100% of the principal amount of the Notes plus accrued
interest to the Redemption Date. The Make-Whole Premium will be calculated by an
independent investment banking institution of national standing appointed by the
Partnership; provided, that if the Partnership fails to make such appointment at
least 30 business days prior to the Redemption Date, or if the institution so
appointed is unwilling or unable to make such calculation, such calculation will
be made by Banc of America Securities LLC or, if such firm is unwilling or
unable to make such calculation, by an independent investment banking
institution of national standing appointed by the Trustee (in any such case, an
"Independent Investment Banker").

         The Partnership has no obligation to redeem or purchase any Securities
pursuant to any sinking fund or analogous requirement, or (except as provided in
Article V) upon the happening of a specified event, or at the option of a Holder
thereof.

SECTION 1102. Election to Redeem; Notice to Trustee.

         The election of the Partnership to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Partnership of less than all the Securities, the Partnership shall, not less
than 35 nor more than 60 days prior to the Redemption Date fixed by the
Partnership (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities to be redeemed.

SECTION 1103. Selection by Trustee of Securities to be Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, on a pro rata basis or by any other method which the
Trustee deems fair and appropriate and which complies with any securities
exchange or other applicable requirements for redemption of portions (equal to
the minimum authorized denomination for Securities or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than the
minimum authorized denomination for Securities.

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         The Trustee shall promptly notify the Partnership in writing of the
Securities selected for redemption and, in the case of any such Securities
selected for partial redemption, the principal amount thereof to be redeemed.

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

SECTION 1104. Notice of Redemption.

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

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities are to be
redeemed, the identification (and, in the case of partial redemption of any such
Securities, the principal amounts) of the particular Securities to be redeemed,

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

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

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

SECTION 1105. Deposit of Redemption Price.

         On or prior to 10:30 a.m. New York City Time on any Redemption Date,
the Partnership shall deposit with the Trustee or with a Paying Agent (or, if
the Partnership is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

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SECTION 1106. Securities Payable on Redemption Date.

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

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

SECTION 1107. Securities Redeemed in Part.

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

                                   ARTICLE XII

                                  NON-RECOURSE

SECTION 1201. Non-Recourse to the General Partner; No Personal Liability of
              Officers, Directors, Employees or Partners.

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

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as such, of the Partnership, the Guarantors, the Trustee, the General Partner or
any Affiliate of any of the foregoing entities shall have any personal liability
in respect of the obligations of the Partnership or the Guarantors under this
Indenture, such Securities or any Guaranty by reason of his, her or its status.
The agreements set forth in this Section 1201 are part of the consideration for
the issuance of the Securities and any Guaranty.

                                      ARTICLE XIII

                                DEFEASANCE OF SECURITIES

SECTION 1301. Legal Defeasance.

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

                  (1) The Partnership has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust, for the purposes of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of Holders of such Securities (A) cash in an amount, or
(B) U.S. Government Obligations, maturing as to principal and interest at such
times and in such amounts as will insure the availability of cash, or (C) a
combination thereof, certified to be sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal and
interest and premium, if any, on all such Securities on each date that such
principal, interest or premium, if any, is due and payable or on any Redemption
Date established pursuant to Clause (3) below;

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

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<PAGE>   76



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

                  (3) If such Securities are to be redeemed prior to Stated
Maturity, notice of such redemption shall have been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee shall have been
made;

                  (4) No Event of Default or Default shall have occurred and be
continuing on the date of such deposit;

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

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

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

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

         For this purpose, such defeasance means that the Partnership, the
Guarantors, and any other obligor upon the Securities shall be deemed to have
paid and discharged the entire debt represented by such Securities, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1303
and the rights and obligations referred to in Clauses (i) through (vii),
inclusive, of the first paragraph of this Section, and to have satisfied all its
other obligations under such Securities, this Indenture and the Guaranties
insofar as such Securities are concerned.

SECTION 1302. Covenant Defeasance.

         The Partnership and any other obligor, including the Guarantors, shall
be released on the 91st day after the date of the deposit referred to in Clause
(1) below from its obligations under Sections 704, 801, 1005, 1006 and 1007 with
respect to the Securities on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and such Securities shall
thereafter be deemed to be not "Outstanding" for the purposes of any request,
demand, authorization, direction,

                                       69

<PAGE>   77



notice, waiver, consent or declaration or other action or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Securities,
the Partnership and the Guarantors may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to such Section or by reason of any reference in such Section to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 501, but,
except as specified above, the remainder of this Indenture and the Securities
shall be unaffected thereby. The following shall be the conditions to
application of this Section 1302:

                  (1) The Partnership has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of Holders of the Securities (A) cash in an amount, or (B) U.S.
Government Obligations, maturing as to principal and interest at such times and
in such amounts as will insure the availability of cash, or (C) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay the principal and interest and premium, if any,
on all Securities on each date that such principal, interest or premium, if any,
is due and payable or on any Redemption Date established pursuant to Clause (2)
below;

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

                  (3) No Event of Default or Default shall have occurred and be
continuing on the date of such deposit;

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

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

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

                                       70

<PAGE>   78



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

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

SECTION 1303. Application by Trustee of Funds Deposited for Payment of
              Securities.

         Subject to the provisions of the last paragraph of Section 1003, all
moneys or U.S. Government Obligations deposited with the Trustee pursuant to
Section 1301 or 1302 (and all funds earned on such moneys or U.S. Government
Obligations) shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Partnership acting as its
own Paying Agent), to Holders of such Securities for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law. Subject to
Sections 1301 and 1302, the Trustee shall promptly pay to the Partnership upon
Partnership Order any moneys held by it at any time, which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification delivered to the Trustee, are in excess of the amounts
required to effect the defeasance with respect to the Outstanding Securities in
question.

SECTION 1304. Repayment to Partnership.

         The Trustee and any Paying Agent promptly shall pay or return to the
Partnership upon Partnership Request any money and U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of and any interest on such Securities for which money or U.S. Government
Obligations have been deposited pursuant to Section 1301 or 1302, which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification delivered to the Trustee, are in excess of
the amounts required to effect the defeasance with respect to the Outstanding
Securities in question.

         The provisions of the last paragraph of Section 1003 shall apply to any
money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of the Securities for which money or
U.S. Government Obligations have been deposited pursuant to Section 1301 or
1302.

                                       71

<PAGE>   79



SECTION 1305. Reinstatement.

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

                                   ARTICLE XIV

                             GUARANTY OF SECURITIES

SECTION 1401. Requirement for Guaranty.

                  (1) If any Subsidiary of the Partnership guarantees or becomes
a co-obligor in respect of any Funded Debt of the Partnership other than the
Securities at any time subsequent to the Closing Date (including, without
limitation, following any release of such Subsidiary pursuant to Section 1402
from any Guaranty previously provided by it under this Article XIV), then the
Partnership shall (A) cause the Securities to be equally and ratably guaranteed
by such Subsidiary, but only to the extent that the Securities are not already
guaranteed by such Subsidiary on reasonably comparable terms and (B) cause such
Subsidiary to execute and deliver a Guaranty in accordance with clause (2)
below.

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

SECTION 1402. Release of Guaranty.

         Notwithstanding anything to the contrary in this Article XIV, in the
event that any Guarantor shall no longer be a guarantor of any Funded Debt of
the Partnership other than the Securities, and so long as no Default or Event of
Default shall have occurred or be continuing, such Guarantor, upon

                                       72

<PAGE>   80



giving written notice to the Trustee to the foregoing effect, shall be deemed to
be released from all of its obligations in respect of the Securities and this
Indenture without further act or deed and the Guaranty of such Guarantor shall
be of no further force or effect. Following the receipt by the Trustee of any
such notice, the Partnership shall cause this Indenture to be amended as
provided in Section 901; provided, however, that the failure to so amend this
Indenture shall not affect the validity of the termination of the Guaranty of
such Guarantor.

                                      * * *

                                       73


<PAGE>   81





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

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


                                   KINDER MORGAN ENERGY
                                        PARTNERS, L. P.

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


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



                                   FIRST UNION NATIONAL BANK



                                   By:
                                      ---------------------------
                                      R. Douglas Milner
                                      Vice President





                                       74

<PAGE>   82



                                     ANNEX A

                              "GUARANTY PROVISIONS"

SECTION 101. Unconditional Guaranties.

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

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

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

                                       A-1

<PAGE>   83


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

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

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

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

                                       A-2

<PAGE>   84



SECTION 102. Limitation of Guarantor's Liability.

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

SECTION 103. Contribution.

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

SECTION 104. Execution and Delivery of Guaranties.

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

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

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

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

                                       A-3

<PAGE>   85



SECTION 105. Consent to Jurisdiction and Service of Process.

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

SECTION 106. Waiver of Immunity.

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

                                       A-4

<PAGE>   86

SECTION 107. Judgment Currency.

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

SECTION 108. Definitions.

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

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

                                       A-5

<PAGE>   87



                          FORM OF GUARANTY ENDORSEMENT

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

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


                                                  [SIGNATURES]

                                       A-6

<PAGE>   88



                                     ANNEX B

                        FORM OF REGULATION S CERTIFICATE

                            REGULATION S CERTIFICATE

               (For transfers pursuant to Sections 305(b)(i) and
                     (v) of the below-referenced Indenture)

First Union National Bank,
  as Trustee
40 Broad Street, Suite 550
New York, NY 10004
Attention:  Corporate Trust Administration

         Re:      7.50% Senior Notes due 2010 of Kinder Morgan Energy
                  Partners, L.P. (the "Securities")

         Reference is made to the Indenture, dated as of November 8, 2000 (the
"Indenture"), between Kinder Morgan Energy Partners, L.P. (the "Partnership"),
and First Union National Bank, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), are used herein as therein so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s).
                     ------------------------------
         CERTIFICATE No(s).
                           ------------------------

         The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a Person (the "Transferee") who will take delivery in the form of a Regulation S
Security.

         In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected


                                       B-1

<PAGE>   89



in accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

                  (1) Rule 904 Transfers. If the transfer is being effected in
         accordance with Rule 904:

                           (A) the Owner is not a distributor of the Securities,
                  an Affiliate of the Partnership or any such distributor or a
                  Person acting on behalf of any of the foregoing;

                           (B) the offer of the Specified Securities was not
                  made to a Person in the United States;

                           (C) either:

                                    (i) at the time the buy order was
                           originated, the Transferee was outside the United
                           States or the Owner and any Person acting on its
                           behalf reasonably believed that the Transferee was
                           outside the United States, or

                                    (ii) the transaction is being executed in,
                           on or through the facilities of the Eurobond market,
                           as regulated by the Association of International Bond
                           Dealers, or another designated offshore securities
                           market and neither the Owner nor any Person acting on
                           its behalf knows that the transaction has been
                           prearranged with a buyer in the United States;

                           (D) no directed selling efforts have been made in the
                  United States by or on behalf of the Owner or any Affiliate
                  thereof;

                           (E) if the Owner is a dealer in securities or has
                  received a selling concession, fee or other remuneration in
                  respect of the Specified Securities, and the transfer is to
                  occur during the Restricted Period, then the requirements of
                  Rule 904(c)(1) have been satisfied; and

                           (F) the transaction is not part of a plan or scheme
                  to evade the registration requirements of the Securities Act.

                  (2) Rule 144 Transfers. If the transfer is being effected
         pursuant to Rule 144:

                           (A) the transfer is occurring after a holding period
                  of at least one year (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Partnership or from an Affiliate
                  of

                                       B-2

<PAGE>   90



                  the Partnership, whichever is later, and is being effected in
                  accordance with the applicable volume, manner of sale and
                  notice requirements of Rule 144; or

                           (B) the transfer is occurring after a holding period
                  of at least two years (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Partnership or from an Affiliate
                  of the Partnership, whichever is later, and the Owner is not,
                  and during the preceding three months has not been, an
                  Affiliate of the Partnership.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Partnership, the Guarantors (if any) and the
Purchaser.

Dated:


                                        ---------------------------------------
                                        (Print the name of the Undersigned, as
                                            such term is defined in the second
                                            paragraph of this certificate.)



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


                                        (If the Undersigned is a corporation,
                                            partnership, limited liability
                                            company or fiduciary, the title of
                                            the Person signing on behalf of the
                                            Undersigned must be stated.)




                                       B-3

<PAGE>   91


                                     ANNEX C

                    FORM OF RESTRICTED SECURITIES CERTIFICATE

                        RESTRICTED SECURITIES CERTIFICATE



            (For transfers pursuant to Sections 305(b)(ii), (iii) and
                     (v) of the below-referenced Indenture)

First Union National Bank,
  as Trustee
40 Broad Street, Suite 550
New York, NY 10004
Attention:  Corporate Trust Administration

         Re:      7.50% Senior Notes due 2010 of Kinder Morgan Energy
                  Partners, L.P. (the "Securities")

         Reference is made to the Indenture, dated as of November 8, 2000 (the
"Indenture"), between Kinder Morgan Energy Partners, L.P. (the "Partnership"),
and First Union National Bank, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), are used herein as therein so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s).
                     --------------------------------
         CERTIFICATE No(s).
                           --------------------------

         The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a Person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule

                                       C-1

<PAGE>   92



144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

                  (1) Rule 144A Transfers. If the transfer is being effected in
         accordance with Rule 144A:

                           (A) the Specified Securities are being transferred to
                  a Person that the Owner and any Person acting on its behalf
                  reasonably believe is a "qualified institutional buyer" within
                  the meaning of Rule 144A, acquiring for its own account or for
                  the account of a qualified institutional buyer; and

                           (B) the Owner and any Person acting on its behalf
                  have taken reasonable steps to ensure that the Transferee is
                  aware that the Owner may be relying on Rule 144A in connection
                  with the transfer; and

                  (2) Rule 144 Transfers. If the transfer is being effected
         pursuant to Rule 144:

                           (A) the transfer is occurring after a holding period
                  of at least one year (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Partnership or from an Affiliate
                  of the Partnership, whichever is later, and is being effected
                  in accordance with the applicable volume, manner of sale and
                  notice requirements of Rule 144; or

                           (B) the transfer is occurring after a holding period
                  of at least two years (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Partnership or from an Affiliate
                  of the Partnership, whichever is later, and the Owner is not,
                  and during the preceding three months has not been, an
                  Affiliate of the Partnership.



                                      C-2

<PAGE>   93



         This certificate and the statements contained herein are made for your
benefit and the benefit of the Partnership, the Guarantors (if any) and the
Purchaser.


Dated:


                                        ---------------------------------------
                                        (Print the name of the Undersigned, as
                                            such term is defined in the second
                                            paragraph of this certificate.)



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


                                        (If the Undersigned is a corporation,
                                            partnership, limited liability
                                            company or fiduciary, the title of
                                            the Person signing on behalf of the
                                            Undersigned must be stated.)


                                       C-3

<PAGE>   94



                                     ANNEX D

                   FORM OF UNRESTRICTED SECURITIES CERTIFICATE

                       UNRESTRICTED SECURITIES CERTIFICATE



(For removal of Securities Act Legends pursuant to Sections 305(c) of the
below-referenced Indenture)

First Union National Bank,
  as Trustee
40 Broad Street, Suite 550
New York, NY 10004
Attention:  Corporate Trust Administration

         Re:      7.50% Senior Notes due 2010 of Kinder Morgan Energy
                  Partners, L.P. (the "Securities")

         Reference is made to the Indenture, dated as of November 8, 2000 (the
"Indenture"), between Kinder Morgan Energy Partners, L.P. (the "Partnership"),
and First Union National Bank, as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), are used herein as therein so defined.

         This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

         CUSIP No(s).
                     --------------------------------
         CERTIFICATE No(s).
                           --------------------------

         The Person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 305(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified


                                       D-1

<PAGE>   95


Securities were last acquired from the Partnership or from an Affiliate of the
Partnership, whichever is later, and the Owner is not, and during the preceding
three months has not been, an Affiliate of the Partnership.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Partnership, the Guarantors (if any) and the
Purchaser.

Dated:


                                        ---------------------------------------
                                        (Print the name of the Undersigned, as
                                            such term is defined in the second
                                            paragraph of this certificate.)



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


                                        ---------------------------------------
                                        (If the Undersigned is a corporation,
                                            partnership, limited liability
                                            company or fiduciary, the title of
                                            the Person signing on behalf of the
                                            Undersigned must be stated.)


                                       D-2