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Registration Statement

As filed with the Securities and Exchange Commission on

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Issuer of Common Units and Guarantor of debt securities registered hereby:

SUNOCO LOGISTICS PARTNERS L.P.

DELAWARE

23-3096839

(Exact name of Registrant

as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Issuer of debt securities registered hereby:

SUNOCO LOGISTICS PARTNERS OPERATIONS L.P

DELAWARE

23-3102657

(Exact name of Registrant

as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Subsidiary Guarantors of debt securities registered hereby:

SUNOCO PARTNERS MARKETING & TERMINALS L.P.

TEXAS

23-3102655

SUNOCO PIPELINE L.P.

TEXAS

23-3102656

(Exact name of Registrant

as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

TEN PENN CENTER—3RD FLOOR

1801 MARKET STREET

PHILADELPHIA, PA 19103-1699

(215) 977-3000

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

JEFFREY W. WAGNER, ESQ.

SUNOCO PARTNERS LLC

TEN PENN CENTER—3RD FLOOR

1801 MARKET STREET

PHILADELPHIA, PA 19103-1699

(215) 977-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mike Rosenwasser, Esq.

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, New York 10103-0040

(917) 206-8000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee (2)

Common Units representing limited partner interests (3)

Debt Securities (4)

Guarantees of Debt Securities (5)

Total (6)	$500,000,000	$40,450

(1)

Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered or the proposed maximum offering price per security.

(2)

Estimated solely for the purpose of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933 and reflects the offering price rather than the principal amount of any debt securities issued at a discount.

(3)

Subject to Note 6 below, an indeterminate amount of Common Units as may be sold from time to time by Sunoco Logistics Partners L.P. is being registered hereunder.

(4)

Subject to Note 6 below, an indeterminate principal amount of debt securities as may be sold from time to time by Sunoco Logistics Partners Operations, L.P. is being registered hereunder.

(5)

Sunoco Logistics Partners L.P., Sunoco Partners Marketing & Terminals L.P., and Sunoco Pipeline L.P. each have agreed to guarantee the obligations of Sunoco Logistics Partners Operations, L.P. under the debt securities. No separate consideration will be paid in respect of the guarantees. Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee is payable with respect to the guarantees of the debt securities.

(6)

In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $500,000,000.

EACH REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting any offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated March 10, 2003

PROSPECTUS

$500,000,000

Sunoco Logistics Partners L.P.

Common Units

Representing Limited Partner Interests

Sunoco Logistics Partners Operations L.P.

Debt Securities

Fully and Unconditionally Guaranteed by:

Sunoco Logistics Partners L.P.

Sunoco Partners Marketing & Terminals L.P.

Sunoco Pipeline L.P.

Sunoco Logistics Partners L.P. may, in one or more offerings, offer and sell common units representing limited partner interests in Sunoco Logistics Partners L.P. Sunoco Logistics Partners L.P. common units are listed for trading on The New York Stock Exchange under the symbol “SXL.”

Sunoco Logistics Partners Operations L.P. may, in one or more offerings, offer and sell its debt securities, which will be fully and unconditionally guaranteed by Sunoco Logistics Partners L.P., Sunoco Partners Marketing & Terminals L.P., and Sunoco Pipeline L.P.

The aggregate initial offering price of the securities that we offer by this prospectus will not exceed $500,000,000. We will offer the securities in amounts, at prices and on terms to be determined by market conditions at the time of our offerings. This prospectus describes only the general terms of these securities and the general manner in which we will offer the securities. The specific terms of any securities we offer will be included in a supplement to this prospectus. The prospectus supplement will describe the specific manner in which we will offer the securities, and also may add, update or change information contained in this prospectus.

You should read this prospectus and the prospectus supplement carefully before you invest in any of our securities. This prospectus may not be used to consummate sales of our securities unless it is accompanied by a prospectus supplement.

INVESTING IN OUR SECURITIES INVOLVES RISK. LIMITED PARTNERSHIPS ARE INHERENTLY DIFFERENT FROM CORPORATIONS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS BEFORE YOU MAKE ANY INVESTMENT IN OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is .

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS		1

ABOUT SUNOCO LOGISTICS PARTNERS L.P. AND SUNOCO LOGISTICS PARTNERS OPERATIONS, L.P.		1

THE SUBSIDIARY GUARANTORS		1

WHERE YOU CAN FIND MORE INFORMATION		2

RISK FACTORS		3

Risks Inherent in Our Business		3
Risks Inherent in an Investment in Us		8
Tax Risks to Common Unitholders		11
Risks relating to the Debt Securities		13

FORWARD-LOOKING STATEMENTS		15

USE OF PROCEEDS		17

RATIO OF EARNINGS TO FIXED CHARGES		17

DESCRIPTION OF THE COMMON UNITS		18

Number of Units		18
Issuance of Additional Securities		18
Voting		19
Limited call right		20
Listing		20
Transfer Agent and Registrar		20
Summary of Partnership Agreement		20

CASH DISTRIBUTIONS		20

Distributions of Available Cash		20
Operating Surplus and Capital Surplus		21
Subordination Period		21
Distributions of Available Cash from Operating Surplus during the Subordination Period		23
Distributions of Available Cash from Operating Surplus after the Subordination Period		23
Incentive Distribution Rights		23
Percentage Allocations of Available Cash from Operating Surplus		24
Distributions from Capital Surplus		24
Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels		25
Distributions of Cash Upon Liquidation		25

DESCRIPTION OF THE DEBT SECURITIES		28

General		28
Specific Terms of Each Series of Debt Securities to be Described in the Prospectus Supplement		28
The Parent Guarantee		30
The Subsidiary Guarantees		30
Specific Covenants		31
Events of Default, Remedies and Default		31
Amendments and Waivers		33
Defeasance		35
No Personal Liability of General Partner		36
Subordination		36

Book Entry, Delivery and Form		37
The Trustee		38
Governing Law		39

CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES		39

Conflicts of Interest		39
Fiduciary Responsibilities		41

MATERIAL TAX CONSIDERATIONS		43

Partnership Status		43
Limited Partner Status		45
Tax Consequences of Unit Ownership		45
Tax Treatment of Operations		49
Disposition of Common Units		50
Uniformity of Units		51
Tax-Exempt Organizations and Other Investors		52
Administrative Matters		53
State, Local and Other Tax Considerations		55
Tax Consequences of Ownership of Debt Securities		55

INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS		56

PLAN OF DISTRIBUTION		57

LEGAL		57

EXPERTS		57

You should rely only on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference. We have not authorized anyone else to give you different information. We are not offering these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. We will disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement or a future filing with the Securities Exchange Commission incorporated by reference in this prospectus.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf registration process, we may sell, in one or more offerings, up to $500,000,000 in total aggregate offering price of the common units of Sunoco Logistics Partners L.P. or the debt securities of Sunoco Logistics Partners Operations L.P. described in this prospectus. This prospectus generally describes us, the common units of Sunoco Logistics Partners L.P., the debt securities of Sunoco Logistics Partners Operations L.P., and the guarantees of the debt securities. Each time we sell common units or debt securities with this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities offered by us in that offering. The prospectus supplement also may add to, update, or change information in this prospectus. The information in this prospectus is accurate as of its date. You should read carefully both this prospectus, any prospectus supplement, and the additional information described below under the heading “Where You Can Find More Information.”

As used in this prospectus, “we,” “us,” and “our” and similar terms mean either or both of Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P., except that those terms, when used in this prospectus in connection with the common units described herein, shall mean Sunoco Logistics Partners L.P., and when used in connection with the debt securities described herein, shall mean Sunoco Logistics Partners Operations L.P., unless the context indicates otherwise. References to “Sunoco R&M” shall mean Sunoco, Inc. (R&M), a wholly owned subsidiary of Sunoco, Inc., through which Sunoco, Inc. conducts its refining and marketing operations.

ABOUT SUNOCO LOGISTICS PARTNERS L.P. AND SUNOCO LOGISTICS PARTNERS OPERATIONS, L.P.

Sunoco Logistics Partners L.P. is a publicly traded Delaware limited partnership, formed by Sunoco, Inc., in October 2001 to acquire, own and operate a substantial portion of Sunoco, Inc.’s logistics business, consisting of refined product pipelines, terminalling and storage assets, crude oil pipelines, and crude oil acquisition and marketing assets located in the Northeast, Midwest and Southwest United States. In this prospectus, we will refer to this predecessor business as “Sunoco Logistics (Predecessor).” On February 8, 2002, Sunoco contributed the Sunoco Logistics (Predecessor) to us and we concurrently issued 5,750,000 common units, representing a 24.8% limited partnership interest, in an initial public offering. Sunoco Logistics Partners Operations L.P., is the wholly owned operating subsidiary of Sunoco Logistics Partners L.P.

We, and our equity interests, transport, terminal, and store refined products, and purchase and sell crude oil in 17 states. We generate revenues by charging tariffs for transporting refined products and crude oil through our pipelines and by charging fees for terminalling and storing refined products, crude oil, and other hydrocarbons in, and for providing services at, our terminals. We also generate revenues by purchasing domestic crude oil and selling it to Sunoco R&M and other customers. Generally, as we purchase crude oil, we simultaneously enter into corresponding sale transactions involving physical deliveries of crude oil, which enables us to secure a profit on the transaction at the time of purchase and to establish a substantially balanced position thereby minimizing exposure to price volatility after the initial purchase. The Partnership’s practice is not to enter into commodities futures or other derivatives contracts.

Sunoco Partners LLC, the general partner of Sunoco Logistics Partners L.P., is an indirect wholly owned subsidiary of Sunoco, Inc., and holds no assets other than its investment in Sunoco Logistics Partners L.P., and a note receivable from Sunoco R&M for approximately $245 million. The financial information of Sunoco Partners LLC is included in the consolidated financial statements of Sunoco, Inc.

Our principal executive offices are located at Ten Penn Center—3rd Floor, 1801 Market Street, Philadelphia, PA 19103-1699, and our phone number is (215) 977-3000.

THE SUBSIDIARY GUARANTORS

As of the date of this prospectus, Sunoco Logistics Partners GP LLC and Sunoco Logistics Partners Operations L.P. are the only subsidiaries of Sunoco Logistics Partners L.P. Sunoco Logistics Partners GP LLC owns a 0.01% general partner interest and Sunoco Logistics Partners, L.P. owns a 99.99% limited partner interest in Sunoco Logistics Partners Operations L.P. Sunoco Logistics Partners Operations L.P. owns all of the membership

interests in Sunoco Logistics Partners Operations GP LLC and a 99.99% limited partner interest in each of Sunoco Partners Marketing & Terminals L.P. and Sunoco Pipeline L.P. Sunoco Logistics Partners Operations GP LLC owns a 0.01% general partner interest in both of these partnerships.

Occasionally, in this prospectus, we refer to Sunoco Partners Marketing & Terminals L.P. and Sunoco Pipeline L.P. as the “Subsidiary Guarantors.” The Subsidiary Guarantors may jointly and severally and unconditionally guarantee our payment obligations under any series of debt securities offered by this prospectus, as set forth in a related prospectus supplement. Occasionally, in this prospectus, we refer to Sunoco Logistics Partners L.P. as the “Guarantor.” The Guarantor may unconditionally guarantee our payment obligations under any series of debt securities offered by this prospectus, as set forth in a related prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC under the Securities Act of 1933 that registers the securities offered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus.

In addition, Sunoco Logistics Partners L.P. files annual, quarterly and other reports and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the operation of the SEC’s public reference room. Our SEC filings are available on the SEC’s web site at http://www.sec.gov. We also make available free of charge on our website, at http://www.sunocologistics.com, all materials that we file electronically with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Additionally, you can obtain information about us through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common units are listed.

The SEC allows us to “incorporate by reference” the information Sunoco Logistics Partners L.P. has filed with the SEC. This means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to other documents filed separately with the SEC. These other documents contain important information about us, our financial condition and results of operations. The information incorporated by reference is an important part of this prospectus. Information that Sunoco Logistics Partners L.P. files later with the SEC will automatically update and may replace information in this prospectus and information previously filed with the SEC.

We incorporate by reference in this prospectus the documents listed below, and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until the termination of each offering under this prospectus:

•

Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2002 (filed March 7, 2003); and

•

the description of our common units contained in our registration statement on Form 8-A, filed on January 28, 2002, and any subsequent amendment thereto filed for the purpose of updating such description.

You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address provided above. You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost, by visiting our internet website at www.sunocologistics.com, or by writing or calling us at the following address:

Investor Relations

Sunoco Logistics Partners L.P.

Ten Penn Center—3rd Floor

1801 Market Street

Philadelphia, PA 198103-1699

Telephone: (215) 977-3000

RISK FACTORS

Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. Before you invest in our securities, you should consider carefully the following risk factors, together with all of the other information included in this prospectus, any prospectus supplement and the documents we have incorporated by reference in evaluating an investment in our securities.

If any of the following risks actually were to occur, our business, financial condition, or results of operations could be affected materially and adversely. In that case, we may be unable to make distributions to our unitholders or pay interest on, or the principal of, any debt securities, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Inherent in Our Business

We may not have sufficient cash from operations to make the required payments to our debt holders or to pay the minimum quarterly distribution on our common units every quarter.

We may not be able to pay all the applicable interest and principal obligations on our debt, or fund the minimum quarterly distribution on our common units, for each quarter. The amount of cash we can distribute principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based upon, among other things, the volume of refined products and crude oil transported in our pipelines or handled at our terminals; the tariff rates and terminalling fees we charge; our crude oil acquisition and marketing margins; the level of our operating costs, including payments to our general partner; and prevailing economic conditions.

In addition, the actual amount of cash available for distribution will depend upon other factors, such as the level of capital expenditures we make; our debt service requirements; restrictions contained in our debt instruments; issuances of debt and equity securities; the costs of acquisitions; fluctuations in our working capital needs; our ability to make working capital borrowings under our revolving credit facility; and the amount, if any, of cash reserves established by our general partner in its discretion.

You also should be aware that the amount of cash available for distribution to equity holders depends primarily on cash flow, including cash flow from financial reserves and working capital borrowings, and not solely on profitability, which will be affected by non-cash items. As a result, the Partnership may make cash distributions during periods when losses are recorded and cash distributions may not be made during periods when we record net income.

Cost reimbursements, which will be determined in the general partner’s sole discretion, and fees due the general partner and its affiliates will be substantial and will reduce cash available for distribution to unitholders.

On February 8, 2002, we began paying Sunoco, Inc. an administrative fee of $8.0 million per year for the provision by Sunoco, Inc. or its affiliates of various general and administrative services for our benefit. In the second year, this administrative fee increased to $8.2 million, and it may increase in the third year by up to a maximum of 2.5%. This fee also may increase if we make an acquisition that requires an increased level of general and administrative services from Sunoco, Inc. or its affiliates. In addition, Sunoco Partners LLC will be entitled to reimbursement for all other expenses it incurs on our behalf, including the salaries of, and the cost of employee benefits for, Sunoco Partners LLC employees, including senior executives, who provide services to us. Sunoco Partners LLC has sole discretion in determining the amount of these expenses.

We depend upon Sunoco R&M for a substantial portion of the crude oil and refined products transported on our pipelines and handled at our terminals, and any reduction in these quantities could reduce the ability to make distributions to our unitholders or service our debt obligations.

For the year ended December 31, 2002, Sunoco R&M accounted for approximately 71% of our Eastern Pipeline System total revenues, 64% of our Terminal Facilities total revenues, and 62% of our Western Pipeline System total revenues. The balance of our revenues was received from third parties. We will continue to remain

dependent on third parties for additional revenues. Our pipelines and terminals storage and throughput agreement with Sunoco R&M does not cover our crude oil acquisition and marketing business or our Nederland Terminal. In addition, although the contract makes provision for escalation of the fees charged to Sunoco R&M, the increased fees may be inadequate to cover increased costs in the future.

We expect to continue to derive a substantial portion of revenues from Sunoco R&M for the foreseeable future. If Sunoco R&M were to decrease the throughput transported on the pipelines for any reason, revenues would decline and our ability to make distributions to our unitholders, or payments to our debt holders, would be affected adversely.

Sunoco R&M’s obligations under the pipelines and terminals storage and throughput agreement may be reduced or suspended in some circumstances, which would reduce our ability to make distributions to our unitholders or service our debt obligations.

Sunoco R&M’s obligations under the pipelines and terminals storage and throughput agreement may be permanently reduced in some circumstances, which would reduce our ability to make distributions to our unitholders or payments to our debt holders. These events, some of which are within the exclusive control of Sunoco R&M, include:

•

Governmental action that prohibits Sunoco R&M from using MTBE in the gasoline it produces if Sunoco R&M reasonably believes in good faith that this action will jeopardize its ability to satisfy its minimum revenue or throughput obligations;

•

The inability of Sunoco R&M and us to agree on the amount of any surcharge required to be paid by Sunoco R&M to cover substantial and unanticipated costs that may be incurred in complying with new laws or governmental regulations applicable to our Terminal Facilities;

•

A decision by Sunoco R&M to shut down or reconfigure one or more of its refineries if Sunoco R&M reasonably believes in good faith that such event will jeopardize its ability to satisfy its minimum revenue or throughput obligations.

Depending on the ultimate cost of complying with existing and future environmental regulations or proceedings, Sunoco R&M may determine that it is more economical to reduce production at a refinery or shut down all or a portion of a refinery rather than make these capital expenditures. Sunoco R&M’s obligations under the pipelines and terminals storage and throughput agreement would be reduced in this event and our ability to make distributions to unitholders, or payments to debt holders, also would be reduced.

Furthermore, Sunoco R&M’s obligations would be temporarily suspended during the occurrence of an event that is outside the control of the parties, which renders performance impossible with respect to an asset for at least 30 days. The occurrence of any of these events could reduce revenues and cash flow, and the ability to make distributions to unitholders or payments to debt holders.

Sunoco, Inc. continually considers opportunities presented by third parties with respect to its refinery assets. These opportunities may include offers to purchase and joint venture propositions. Sunoco, Inc. also continually considers changes to its refineries. Those changes may involve new facilities, reduction in certain operations or modifications of facilities or operations. Changes may be considered to meet market demands, to satisfy regulatory requirements or environmental and safety objectives, to improve operational efficiency or for other reasons. Sunoco, Inc. is actively managing its assets and operations, and, therefore, changes of some nature, possibly material to its business relationship with us, are likely to occur at some point in the future.

If Sunoco R&M satisfies only its minimum obligations under, or if we are unable to renew or extend, the pipelines and terminals storage and throughput agreement, our ability to make distributions or service our debt obligations would be reduced.

Sunoco R&M may reduce the volume it transports on the pipelines or delivers at terminals to the minimum amounts it is obligated to transport or deliver under the pipelines and terminals storage and throughput agreement. In addition, the terms of Sunoco R&M’s obligations under the pipelines and terminals storage and throughput

agreement are of relatively brief duration, generally ranging from five to seven years from the date of our initial public offering. If Sunoco R&M fails to use our facilities after expiration of the agreement and we are unable to generate additional revenues from third parties, our results of operations would be adversely affected, thereby reducing our ability to make cash distributions to unitholders, or service our debt obligations.

A significant decrease in demand for refined products in the markets served by our pipelines would reduce our ability to make distributions to unitholders or service our debt obligations.

A sustained decrease in demand for refined products in the markets served by our pipelines would significantly reduce revenues and ability to make distributions to unitholders or service our debt obligations. Factors that could lead to a decrease in market demand include:

•

a recession or other adverse economic condition that results in lower spending by consumers on gasoline, diesel fuel, and travel;

•

an increase in the market price of crude oil that leads to higher refined product prices;

•

higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline or other refined products; and

•

a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, pending legislation proposing to mandate higher fuel economy, or otherwise.

Rate regulation may not allow us to recover the full amount of increases in our costs, and a successful challenge to our rates may reduce our ability to make distributions to unitholders or service our debt obligations.

The primary rate-making methodology of the Federal Energy Regulatory Commission, or FERC, is price indexing. We use this methodology in all of our interstate markets. In an order issued February 24, 2003, the FERC announced that, effective July 1, 2003, the index would equal the change in the producer price index for finished goods (previously, the index was equal to the change in the producer price index for finished goods minus 1%). If the index falls, we would be required to reduce rates that are based on the FERC’s price indexing methodology if they exceed the new maximum allowable rate. In addition, changes in the index might not be large enough to fully reflect actual increases in our costs. The FERC’s rate-making methodologies may limit our ability to set rates based on our true costs or may delay the use of rates that reflect increased costs. Any of the foregoing could reduce our revenues and cash flow, and decrease our ability to make distributions to unitholders or payments to debt holders.

Under the Energy Policy Act adopted in 1992, the interstate pipeline rates were deemed just and reasonable or “grandfathered.” As that Act applies to our rates, a person challenging a grandfathered rate must, as a threshold matter, establish a substantial change since the date of enactment of the Act, in either the economic circumstances or the nature of the service that formed the basis for the rate. A complainant might assert that the creation of the partnership itself constitutes such a change, an argument that has not previously been specifically addressed by the FERC. If the FERC were to find a substantial change in circumstances, then the existing rates could be subject to detailed review. There is a risk that some rates could be found to be in excess of levels justified by our cost of service. In such event, the FERC would order us to reduce rates. Any such reduction would result in lower revenues and cash flows and may reduce our ability to make distributions to unitholders or payments to debt holders.

In a 1995 decision involving an unrelated oil pipeline limited partnership, the FERC partially disallowed the inclusion of income taxes in that partnership’s cost of service. In another FERC proceeding involving a different oil pipeline limited partnership, the FERC held that the oil pipeline limited partnership may not claim an income tax allowance for income attributable to non-corporate limited partners. If our rates were challenged and the FERC were to disallow the inclusion of an income tax allowance in our cost of service, it may be more difficult to justify our rates.

In addition, a state commission could also investigate our intrastate rates or terms and conditions of service on its own initiative or at the urging of a shipper or other interested party. If a state commission found that our rates exceeded levels justified by our cost of service, the state commission could order us to reduce our rates.

Sunoco R&M has agreed not to challenge, or to cause others to challenge or assist others in challenging, our tariff rates in effect during the term of the pipelines and terminals storage and throughput agreement. This agreement does not prevent other current or future shippers from challenging our tariff rates. At the end of the term of the agreement, Sunoco R&M will be free to challenge, or to cause other parties to challenge or assist others in challenging, our tariff rates in effect at that time. If any party successfully challenges our tariff rates, the effect would be to reduce our revenues and cash flow and our ability to make distributions to unitholders or payments to debt holders.

Potential changes to current rate-making methods and procedures may impact the federal and state regulations under which we will operate in the future. In addition, if the FERC’s petroleum pipeline ratemaking methodology changes, the new methodology could result in tariffs that generate lower revenues and cash flow and reduce our ability to make cash distributions to our unitholders or service our debt obligations.

Our operations are subject to federal, state, and local laws and regulations relating to environmental protection and operational safety that could require substantial expenditures.

Our pipelines, gathering systems, and terminal operations are subject to increasingly strict environmental and safety laws and regulations. The transportation and storage of refined products and crude oil result in a risk that refined products, crude oil, and other hydrocarbons may be suddenly or gradually released into the environment, potentially causing substantial expenditures for a response action, significant government penalties, liability to government agencies for natural resources damages, personal injury, or property damages to private parties and significant business interruption. We own or lease a number of properties that have been used to store or distribute refined products and crude oil for many years. Many of these properties have also been operated by third parties whose handling, disposal, or release of hydrocarbons and other wastes were not under our control. Management estimates that the total aggregate cost of performing the currently estimated assessment, monitoring and remediation activities at these sites is not material to the Partnership at December 31, 2002.

We estimate that we will spend $7.2 million on storage tank inspection and repair over the next four years at our Nederland Terminal. We also expect to spend approximately $8.0 million in each of the next four years to comply with the recently adopted pipeline integrity management rule of the U.S. Department of Transportation, or DOT. Although Sunoco, Inc. has agreed to indemnify us for costs in excess of $8.0 million per year, up to a maximum of $15.0 million until February 2007 with regard to compliance with this DOT pipeline integrity management rule, the cost to perform such activities may exceed these estimated amounts and the amount of any indemnification. If we are not able to recover the excess costs through increased tariffs and revenues, cash distributions to unitholders, or payments to our debt holders, could be reduced.

If existing or future state or federal government regulations banning or restricting the use of MTBE in gasoline take effect, this action could adversely affect our results of operations, thereby reducing our ability to make distributions to unitholders or service our debt obligations.

Our Eastern refined product pipeline system transports from Sunoco R&M’s refineries gasoline containing MTBE, an oxygenate used extensively to reduce motor vehicle tailpipe emissions. In response to concerns about MTBE’s adverse impact on ground or surface water, many states, including New York (commencing in January 2004), and Connecticut (commencing in October 2003), have banned or restricted the use of MTBE in gasoline. Other states are considering bans or restrictions on MTBE or opting out of the EPA’s reformulated gasoline program, either of which events would reduce the use of MTBE. Any ban or restriction on the use of MTBE may lead to the greater use of ethanol. Unlike MTBE, which can be blended in gasoline at the refinery, ethanol is blended at the terminal and is not transported by pipelines. Any revenues we would receive for blending ethanol might not offset the loss of revenues we would suffer from the reduced volumes transported on our Eastern refined product pipelines. In addition, Congress is currently considering removing or modifying the oxygenate requirement, which could reduce the amount of gasoline transported on our Eastern refined product pipelines, thereby adversely affecting our results of operations and reducing our ability to make distributions to unitholders, or service our debt obligations.

When the price of foreign crude oil delivered to the United States is greater than that of domestic crude oil, or the price for the future delivery of crude oil falls below current prices, customers are less likely to store crude oil, thereby reducing storage revenues at our Nederland Terminal.

Most of the crude oil stored at our Nederland Terminal is foreign crude oil. When the price of foreign crude oil delivered to the United States is greater than that of domestic crude oil, the demand for this storage capacity may decrease. If this market condition occurs, our storage revenues will be lower, which would reduce our ability to make distributions to unitholders, or payments to debt holders.

When the price of crude oil in a given month exceeds the price of crude oil for delivery in a subsequent month, the market is backwardated. When the crude oil market is backwardated, the demand for storage capacity at our Nederland Terminal may decrease because crude oil producers can capture a premium for prompt deliveries rather than storing it for sale later. The market has been in backwardation for much of the last several years. In a backwardated market, our storage revenues may be lower, which would reduce our ability to make distributions to unitholders, or service our debt obligations.

A material decrease in the supply, or increase in the price, of crude oil available for transport through our Western Pipeline System could reduce our ability to make distributions to unitholders or service our debt obligations

The volume of crude oil transported in our crude oil pipelines depends on the availability of attractively priced crude oil produced in the areas accessible to our crude oil pipelines and received from other common carrier pipelines. If we do not replace volume lost due to a material temporary or permanent decrease in supply, the volume of crude oil transported through our pipelines would decline, reducing revenues and cash flow and the ability to make distributions to unitholders, or service our debt obligations. For example, some of the gathering systems that supply crude oil that we transport on our Western Pipeline System are experiencing a decline in production. In addition, sustained low crude oil prices could lead to a decline in drilling activity and production levels or the shutting-in or abandonment of marginal wells. Similarly, a temporary or permanent material increase in the price of crude oil supplied from any of these sources, as compared to alternative sources of crude oil available to our customers, could cause the volume of crude oil transported in our pipelines to decline, thereby reducing revenues and cash flow and adversely affecting our ability to make cash distributions to unitholders, or service our debt obligations.

Any reduction in the capability of, or the allocations to, our shippers in interconnecting, third-party pipelines would cause a reduction of volumes transported in our pipelines and through our terminals, which would reduce our ability to make distributions to our unitholders, or service our debt obligations.

Sunoco R&M and the other users of our pipelines and terminals are dependent upon connections to third-party pipelines to receive and deliver crude oil and refined products. Any reduction of capabilities of these interconnecting pipelines due to testing, line repair, reduced operating pressures, or other causes would result in reduced volumes transported in our pipelines or through our terminals. Similarly, if additional shippers begin transporting volume over interconnecting pipelines, the allocations to our existing shippers could be reduced, which also would reduce volumes transported in our pipelines or through our terminals. Any reduction in volumes transported in our pipelines or through our terminals would adversely affect our revenues and cash flow, and reduce our ability to make distributions to unitholders, or service our debt obligations.

Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured.

Our operations are subject to operational hazards and unforeseen interruptions such as natural disasters, adverse weather, accidents, fires, explosions, hazardous materials releases, and other events beyond our control. These events might result in a loss of equipment or life, injury, or extensive property damage, as well as an interruption in our operations. We may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. As a result of market conditions, premiums and deductibles for certain insurance policies have increased substantially, and could escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. For example, insurance carriers are now requiring broad exclusions for losses due to war risk and terrorist acts. If we were to incur a significant liability for which we were

not fully insured, it could have a material adverse effect on our financial position, thereby reducing our ability to make distributions to unitholders, or payments to debt holders.

We are exposed to the credit risk of customers in the ordinary course of crude oil acquisition and marketing activities.

When we purchase crude oil at the wellhead, we sometimes pay all or a portion of the production proceeds to an operator who distributes these proceeds to the various interest owners, an arrangement that exposes us to operator credit risk. Therefore, we must determine whether operators have sufficient financial resources to make these payments and distributions and to indemnify and defend us in case of a protest, action, or complaint. Even if the credit review and analysis mechanisms work properly, we may experience losses in dealings with operators and other parties.

Competing pipelines could cause the Partnership to reduce its rates.

If a competing crude oil or refined product pipeline charged lower rates than we do, we could be forced to reduce our rates to remain competitive, which would reduce our revenues and cash flow. Several companies have completed pipeline expansions or conversion projects in 2002 that are competing with Explorer Pipeline Company and portions of our West Texas pipeline system.

Restrictions in our debt agreements, and in Sunoco, Inc.’s debt agreements, may prevent us from engaging in some beneficial transactions or paying distributions to unitholders.

As of February 28, 2003, our total outstanding long-term indebtedness was approximately $317.1 million, consisting of $248.5 million of senior notes, net of unamortized discount of $1.5 million, $64.5 million of borrowings under our credit facility, and approximately $4.1 million of other indebtedness. Our payment of principal and interest on the debt will reduce the cash available for distribution on our units, as will our obligation to repurchase the senior notes upon the occurrence of specified events involving a change in control of our general partner. In addition, we are prohibited by our credit facility and the senior notes from making cash distributions during an event of default, or if the payment of a distribution would cause an event of default, under any of our debt agreements. The termination of our pipelines and terminals storage and throughput agreement prior to its expiration will constitute an event of default under our credit facility. Our leverage and various limitations in our credit facility and our senior notes may reduce our ability to incur additional debt, engage in some transactions, and capitalize on acquisition or other business opportunities. Sunoco, Inc.’s revolving credit agreements also limit the aggregate amount of debt Sunoco, Inc. and its consolidated subsidiaries, including us, may borrow. Since Sunoco, Inc. owns and controls our general partner, we are not be permitted to incur additional debt if the effect would be to cause an event of default under Sunoco, Inc.’s revolving credit agreements. Any subsequent re-financing of Sunoco, Inc.’s or our current debt or any new debt could have similar or greater restrictions.

A down-grading in Sunoco, Inc.’s credit rating could result in a down-grading in our credit rating, which could adversely affect our ability to obtain financing.

Due to our relationship with Sunoco, Inc., our credit rating is partly dependent on Sunoco, Inc.’s credit rating. Any down-grading in Sunoco, Inc.’s credit rating could result in a down-grading in our credit rating, which could, amongst other things, limit our ability to obtain additional financing on the terms currently available to us, if at all.

Terrorist attacks aimed at the Partnership’s facilities could adversely affect the business.

On September 11, 2001, the United States was the target of terrorist attacks of unprecedented scale. Since the September 11 attacks, the U.S. government has issued warnings that energy assets, specifically the nation’s pipeline infrastructure, may be the future targets of terrorist organizations. These developments have subjected our operations to increased risks. Any future terrorist attack at our facilities, those of our customers and, in some cases, those of other pipelines, could have a material adverse effect on our business.

Risks Inherent in an Investment in Us

Sunoco, Inc. and its affiliates have conflicts of interest and limited fiduciary responsibilities, which may permit them to favor their own interests to your detriment.

Sunoco, Inc. indirectly owns the 2% general partner interest and a 73.3% limited partner interest in us and owns and controls our general partner. Conflicts of interest may arise between Sunoco, Inc. and its affiliates, including our general partner, on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, the general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders. These conflicts include, among others, the following situations:

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Sunoco R&M, as a shipper on our pipelines, has an economic incentive not to cause us to seek higher tariff rates or terminalling fees, even if such higher rates or terminalling fees would reflect rates that could be obtained in arm’s-length, third-party transactions;

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neither our partnership agreement nor any other agreement requires Sunoco, Inc. to pursue a business strategy that favors us or utilizes our assets, including whether to increase or decrease refinery production, whether to shut down or reconfigure a refinery, or what markets to pursue or grow. Sunoco, Inc.’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Sunoco, Inc.;

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our general partner is allowed to take into account the interests of parties other than us, such as Sunoco, Inc., in resolving conflicts of interest;

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our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;

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our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash that is distributed to our unitholders;

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our general partner determines which costs incurred by Sunoco, Inc. and its affiliates are reimbursable by us;

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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or entering into additional contractual arrangements with any of these entities on our behalf;

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our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including the pipelines and terminals storage and throughput agreement with Sunoco R&M;

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our general partner decides whether to retain separate counsel, accountants, or others to perform services for us; and

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Sunoco, Inc. may at any time propose that we undertake a project to develop and construct an asset, and if our general partner determines in its good faith judgment, with the concurrence of its conflicts committee, that the project, including the terms on which Sunoco, Inc. would agree to use such asset, will be beneficial on the whole to us and that proceeding with the project will not effectively preclude us from undertaking another project that will be more beneficial to us, we will be required to use our commercially reasonable efforts to finance, develop, and construct or acquire the asset.

Even if unitholders are dissatisfied, they cannot remove our general partner without its consent, which could lower the trading price of the common units.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. Unitholders did not elect our general partner or its board of directors and will have no right to elect our general partner or its board of directors on an annual or other continuing basis. The board of directors of our general partner is chosen by the members of our general partner. Furthermore, if the unitholders are dissatisfied with the performance of our general partner, they will have little ability to remove our general partner. As a result of these limitations, the price at which the common units trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

The vote of the holders of at least 66²/₃% of all outstanding units voting together as a single class is required to remove the general partner. Unitholders will be unable to remove the general partner without its consent because the general partner and its affiliates own sufficient units to prevent its removal. Also, if the general partner is removed without cause during the subordination period and units held by the general partner are not voted in favor of that removal, all remaining subordinated units will automatically be converted into common units and any existing arrearages on the common units will be extinguished. A removal of the general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests. Cause is narrowly defined to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding the general partner liable for actual fraud, gross negligence, or willful or wanton misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor management of the business, so the removal of the general partner because of the unitholders’ dissatisfaction with the general partner’s performance in managing our partnership will most likely result in the termination of the subordination period.

Furthermore, unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than the general partner, its affiliates, their transferees, and persons who acquired such units with the prior approval of the board of directors of the general partner, cannot vote on any matter.

The partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

The control of our general partner may be transferred to a third party without unitholder consent.

The general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, there is no restriction in the partnership agreement on the ability of the owner of the general partner from transferring its ownership interest in the general partner to a third party. The new owner of the general partner would then be in a position to replace the board of directors and officers of the general partner with its own choices and to control the decisions taken by the board of directors and officers.

We may issue additional common units without your approval, which would dilute your ownership interests.

During the subordination period, our general partner, without the approval of our unitholders, may cause us to issue up to 5,691,820 additional common units. Our general partner also may cause us to issue an unlimited number of additional common units or other equity securities of equal rank with the common units, without unitholder approval, in a number of circumstances.

After the end of the subordination period, we may issue an unlimited number of limited partner interests of any type without the approval of our unitholders. Our partnership agreement does not give our unitholders the right to approve our issuance of equity securities ranking junior to the common units at any time.

The issuance of additional common units or other equity securities of equal or senior rank will have the following effects:

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our unitholders’ proportionate ownership interest in us will decrease;

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the amount of cash available for distribution on each unit may decrease;

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because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

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the relative voting strength of each previously outstanding unit may be diminished; and

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the market price of the common units may decline.

Sunoco, Inc. and its affiliates may engage in limited competition with us.

Sunoco, Inc. and its affiliates may engage in limited competition with us. Pursuant to the omnibus agreement, Sunoco, Inc. and its affiliates will agree not to engage in the business of purchasing crude oil at the wellhead or operating refined product or crude oil pipelines or terminals or LPG terminals in the continental United States. The omnibus agreement, however, does not apply to:

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any business operated by Sunoco, Inc. or any of its subsidiaries at the closing of our initial public offering;

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any logistics asset constructed by Sunoco, Inc. or any of its subsidiaries within a manufacturing or refining facility in connection with the operation of that facility;

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any business that Sunoco, Inc. or any of its subsidiaries acquires or constructs that has a fair market value of less than $5.0 million; and

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any business that Sunoco, Inc. or any of its subsidiaries acquires or constructs that has a fair market value of $5.0 million or more if we have been offered the opportunity to purchase the business for fair market value, and we decline to do so with the concurrence of our conflicts committee.

Upon a change of control of Sunoco, Inc. or a sale of the general partner by Sunoco, Inc., the non-competition provisions of the omnibus agreement may terminate.

Our general partner may cause us to borrow funds in order to make cash distributions, even where the purpose or effect of the borrowing benefits the general partner or its affiliates.

In some instances, our general partner may cause us to borrow funds from affiliates of Sunoco, Inc. or from third parties in order to permit the payment of cash distributions. These borrowings are permitted even if the purpose and effect of the borrowing is to enable us to make a distribution on the subordinated units, to make incentive distributions, or to hasten the expiration of the subordination period.

Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.

If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, but not the obligation, which it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price. As a result, you may be required to sell your common units at an undesirable time or price and may not receive any return on your investment. You may also incur a tax liability upon a sale of your units.

Tax Risks to Common Unitholders

Prospective purchasers of our common units are encouraged to read “Material Tax Consequences” for a more complete discussion of the expected and potential material income tax consequences of owning and disposing of our common units.

The IRS could treat us as a corporation, which would substantially reduce the cash available for distribution to unitholders.

The federal income tax benefit of an investment in us depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this or any other matter affecting us.

If we were treated as a corporation for federal income tax purposes, we would pay tax on our income at corporate rates, currently 35%, distributions would generally be taxed again to you as corporate distributions, and no income, gains, losses, or deductions would flow through to you. Because a tax would be imposed upon us as an entity, the cash available for distribution to you would be substantially reduced. Treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to you and thus would likely result in a substantial reduction in the value of the common units.

Current law may change so as to cause us to be treated as a corporation for federal income tax purposes or otherwise to be subject to entity-level taxation. The partnership agreement provides that, if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for federal, state, or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts will be adjusted to reflect the impact of that law on us.

A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units, and the costs of any contest will be borne by our unitholders and our general partner.

We have not requested any ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes or any other matter affecting us. The IRS may adopt positions that differ from our counsel’s conclusions expressed in this prospectus. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel’s conclusions or the positions we take. A court may not agree with all our counsel’s conclusions or the positions we take. Any contest with the IRS may materially and adversely impact the market for our common units and the prices at which common units trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner.

A unitholder may be required to pay taxes on income from us even if that unitholder does not receive any cash distributions from us.

A unitholder will be required to pay federal income taxes and, in some cases, state, local, and foreign income taxes on that unitholder’s share of our taxable income, whether or not cash distributions are received from us. A unitholder may not receive cash distributions equal to that unitholder’s share of our taxable income or even the tax liability that results from that income.

Tax gain or loss on the disposition of our common units could be different than expected.

If you sell your common units, you will recognize gain or loss equal to the difference between the amount realized and your tax basis in those common units. Prior distributions in excess of the total net taxable income you were allocated for a common unit, which decreased your tax basis in that common unit, will, in effect, become taxable income to you if the common unit is sold at a price greater than your tax basis in that common unit, even if the price you receive is less than your original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income to you. Should the IRS successfully contest some positions we take, you could recognize more gain on the sale of units than would be the case under those positions, without the benefit of decreased income in prior years. In addition, if you sell your units, you may incur a tax liability in excess of the amount of cash you receive from the sale.

Tax-exempt entities, regulated investment companies, and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

Investment in common units by tax-exempt entities, such as individual retirement accounts (known as IRAs), regulated investment companies (known as mutual funds), and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to organizations exempt from federal income tax, including individual retirement accounts and other retirement plans, will be unrelated business income and will be taxable to them. Very little of our income will be qualifying income to a regulated investment company. Distributions to non-U.S. persons will be reduced by withholding taxes at the highest effective rate applicable to individuals, and non-U.S. persons will be required to file federal income tax returns and pay tax on their share of our taxable income.

We have registered as a tax shelter. This may increase the risk of an IRS audit of us or a unitholder.

We have registered as a “tax shelter” with the Secretary of the Treasury. The IRS requires that some types of entities, including some partnerships, register as “tax shelters” in response to the perception that they claim tax benefits that the IRS may believe to be unwarranted. As a result, we may be audited by the IRS and tax adjustments could be made. Any unitholder owning less than a 1% profits interest in us has very limited rights to participate in the income tax audit process. Further, any adjustments in our tax returns will lead to adjustments in a unitholder’s tax returns and may lead to audits of a unitholder’s tax returns and adjustments of items unrelated to us. A unitholder will bear the cost of any expense incurred in connection with an examination of that unitholder’s personal tax return.

We will treat each purchaser of units as having the same tax benefits without regard to the units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of common units and because of other reasons, we will take depreciation and amortization positions that may not conform to all aspects of the Treasury regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to a unitholder’s tax returns.

Unitholders will likely be subject to state, local, and foreign taxes and return filing requirements as a result of investing in our common units.

In addition to federal income taxes, unitholders will likely be subject to other taxes, such as state, local, and foreign income taxes, unincorporated business taxes and estate, inheritance, or intangible taxes that are imposed by

the various jurisdictions in which we do business or own property. Unitholders will likely be required to file state, local, and foreign income tax returns and pay state, local, and foreign income taxes in some or all of the various jurisdictions in which we do business or own property and may be subject to penalties for failure to comply with those requirements. We own property and conduct business in Indiana, Kansas, Louisiana, Michigan, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Texas, and Ontario, Canada. Of those states, only Texas does not currently impose a state income tax. We may do business or own property in other states or foreign countries in the future. It is the responsibility of unitholders to file all federal, state, local, and foreign tax returns. Our counsel has not rendered an opinion on the state, local, or foreign tax consequences of an investment in our common units.

Risks relating to the Debt Securities

References in these “Risks relating to the Debt Securities” to “we,” “us,” and “our” means Sunoco Logistics Partners Operations L.P.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to make payments on and to refinance our indebtedness and to fund planned expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

In the future, we may not be able to generate sufficient cash flow from operations, realize currently anticipated operating improvements or borrow amounts under our revolving credit facility sufficient to fund our liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.

We are a holding company. We conduct our operations through our subsidiaries and depend on cash flow from our subsidiaries to service our debt obligations.

We are a holding company. We conduct our operations through our subsidiaries. As a result, our cash flow and ability to service our debt is dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments from our subsidiaries to us. Any payment of dividends, distributions, loans or other payments from our subsidiaries to us could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries also will be contingent upon the profitability of our subsidiaries. If we are unable to obtain funds from our subsidiaries we may not be able to pay interest or principal on our debt securities when due or to obtain the necessary funds from other sources.

We could incur a substantial amount of debt in the future, which could prevent us from fulfilling our debt obligations.

We are permitted to incur additional debt, subject to certain limitations under our revolving credit facility and, in the case of secured debt, under the indenture governing the notes. If we incur additional debt in the future, our increased leverage could, for example:

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make it more difficult for us to satisfy our obligations under our debt securities or other indebtedness and, if we fail to comply with the requirements of the other indebtedness, could result in an event of default under our debt securities or such other indebtedness;

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require us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the availability of cash flow from working capital, capital expenditures and other general corporate activities;

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limit our ability to obtain additional financing in the future for working capital, capital expenditures and other general corporate activities;

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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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detract from our ability to successfully withstand a downturn in our business or the economy generally; and

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place us at a competitive disadvantage against less leveraged competitors.

In the event of our bankruptcy or liquidation, holders of our debt securities will be paid from any assets remaining after payments to any holders of secured debt and debt of our non-guarantor subsidiaries.

The debt securities will be general unsecured obligations of our Subsidiary Guarantors, and effectively subordinated to any secured debt that we may have in the future to the extent of the value of the assets securing that debt. We currently have approximately $4.1 million of secured indebtedness. We may also incur additional secured indebtedness provided certain conditions are met. In the event any of our subsidiaries do not guarantee our debt securities in the future, those debt securities will be effectively subordinated to the liabilities of any of these non-guarantor subsidiaries.

If we are declared bankrupt or insolvent, or are liquidated, the holders of our secured debt and any debt of our non-guarantor subsidiaries will be entitled to be paid from our assets before any payment may be made with respect to our debt securities. If any of the foregoing events occur, we cannot assure you that we will have sufficient assets to pay amounts due on our secured debt and our debt securities.

The subsidiary guarantees could be deemed to be fraudulent conveyances under certain circumstances, and a court may try to subordinate or void the subsidiary guarantees.

Under federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee by a subsidiary could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee received less than reasonably equivalent fair value or fair consideration for the incurrence of such guarantee; and

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was insolvent or rendered insolvent by reason of such incurrence;

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was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

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intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that subsidiary guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

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the sum of its assets, including contingent liabilities were greater than the fair saleable value of all of its assets;

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the present fair saleable value of its assets were less than the amount that would be required to pay its procurable liability, including contingent liabilities, on its existing debts, as they become absolute or mature; or

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it could not pay its debts as they become due.

FORWARD-LOOKING STATEMENTS

Some of the information included in this prospectus, the accompanying prospectus supplement and the documents we incorporate by reference contain “forward-looking” statements. These statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on the current beliefs of our management as well as assumptions made by, and information currently available to, management. Words such as “may,” “will,” “anticipate,” “believe,” “expect,” “estimate,” “intend,” “project,” and other similar phrases or expressions identify forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus, any prospectus supplement and the documents we have incorporated by reference.

Although we believe these forward-looking statements to be reasonable, they are based upon a number of assumptions, any or all of which ultimately may prove to be inaccurate. These statements are subject to numerous assumptions, uncertainties and risks including, but not limited to, the following:

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Changes in demand for crude oil and refined petroleum products that we store and distribute;

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Changes in demand for storage in our petroleum product terminals;

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The loss of Sunoco, Inc. (R&M) as a customer or a significant reduction in its current level of throughput and storage with us;

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An increase in the competition encountered by our petroleum products terminals, pipelines and crude oil acquisition and marketing operations;

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Changes in the throughput on petroleum product pipelines owned and operated by third parties and connected to our petroleum product pipelines and terminals;

•

Changes in the general economic conditions in the United States;

•

Changes in laws and regulations to which we are subject, including federal, state, and local tax laws, safety, environmental and employment laws;

•

Changes to existing or future state or federal government regulations banning or restricting the use of MTBE in gasoline;

•

Improvements in energy efficiency and technology resulting in reduced demand;

•

Our ability to manage rapid growth;

•

Our ability to control costs;

•

The effect of changes in our accounting principles;

•

Global and domestic economic repercussions to us from terrorist activities and international hostilities and the government’s response thereto;

•

The occurrence of operational hazards or unforeseen interruptions for which we may not be adequately insured;

•

Changes in the reliability and efficiency of our operating facilities or those of Sunoco, Inc. (R&M) or third parties;

•

Changes in our expected level of environmental remediation spending;

•

Changes in insurance markets resulting in increased costs and reductions in the level and types of coverage available to us;

•

The ability of our announced acquisitions or expansions to be cash-flow accretive;

•

Our ability to successfully consummate announced acquisitions or expansions and integrate them into existing business operations;

•

Risks related to labor relations;

•

Non-performance by a major customer or supplier;

•

Price trends and overall demand for, refined petroleum products, crude oil and natural gas liquids in the United States; economic activity, weather, alternative energy sources, conservation and technological advances may affect price trends and demand;

•

Changes in our tariff rates, implemented by federal and/or state government regulators;

•

The amount of our indebtedness, which could make us vulnerable to general adverse economic and industry conditions, limit our ability to borrow additional funds, place us at competitive disadvantages compared to our competitors that have less debt or have other adverse consequences;

•

Restrictive covenants in our, or Sunoco, Inc.’s, credit agreements;

•

Changes in our, or Sunoco, Inc.’s, credit ratings, as assigned by ratings agencies;

•

The condition of the debt capital markets and equity capital markets in the United States, and our ability to raise capital in a cost-effective way;

•

Changes in interest rates on our outstanding debt, which could increase our costs of borrowing;

•

The political and economic stability of the oil producing nations of the world; and

•

The costs and effects of legal and administrative claims and proceedings against us or our subsidiaries, and changes in the status of litigation to which we are a party.

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our other filings with the SEC. For additional information, please read our other current filings with the SEC under the Exchange Act and the Securities Act. Other unknown or unpredictable factors also could have material adverse effects on our future results. You should not put undue reliance on any future-looking statements. When considering forward-looking statements, please review the risk factors described under “Risk Factors” beginning on page 3.

USE OF PROCEEDS

Unless we specify otherwise in any prospectus supplement, we will use the net proceeds (after the payment of offering expenses and underwriting discounts and commissions) from the sale of securities for general partnership purposes, which may include, among other things:

•

paying or refinancing all or a portion of our indebtedness outstanding at the time; and

•

funding working capital, capital expenditures or acquisitions (which may consist of acquisitions of discrete assets or businesses).

The actual application of proceeds from the sale of any particular offering of securities using this prospectus will be described in the applicable prospectus supplement relating to such offering. The precise amount and timing of the application of these proceeds will depend upon our funding requirements and the availability and cost of other funds.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods indicated is as follows:

	Year Ended December 31,
	1998	1999	2000	2001	2002
Ratio of Earnings to Fixed Charges	8.25x	7.96x	4.35x	3.77x	3.33x

For periods prior to February 8, 2002, the closing date of our initial public offering, the ratios presented above reflect the historical cost-basis accounts of Sunoco Logistics (Predecessor), and include charges from Sunoco, Inc. and its subsidiaries for direct costs and allocations of indirect corporate overhead. Our management believes that the allocation methods are reasonable, and that the allocations are representative of the costs we would have incurred on a stand-alone basis. For periods beginning on February 8, 2002, these ratios reflect the financial statements of Sunoco Logistics Partners L.P. and its subsidiaries.

For purposes of calculating the ratio of earnings to fixed charges:

•

“fixed charges” represent interest expense (including amounts capitalized), amortization of debt costs and the portion of rental expense representing the interest factor; and

•

“earnings” represent the aggregate of income from continuing operations (before adjustment for minority interest, extraordinary loss and equity earnings), fixed charges and distributions from equity investments, less capitalized interest.

DESCRIPTION OF THE COMMON UNITS

References in this “Description of the Common Units” to “we,” “us” and “our” mean Sunoco Logistics Partners L.P.

Number of Units

We currently have 11,388,154 common units outstanding, of which 5,750,000 are held by the public and 5,638,154 are held by our general partner. We also have outstanding 11,383,639 subordinated units, for which there is no established public trading market, all of which are held by our general partner. The common units and the subordinated units represent an aggregate 98% limited partner interest and the general partner interests represent an aggregate 2% general partner interest in Sunoco Logistics Partners L.P.

Issuance of Additional Securities

Our partnership agreement authorizes us to issue an unlimited number of additional partnership securities and rights to buy partnership securities for the consideration and on the terms and conditions established by our general partner in its sole discretion, without the approval of the unitholders. During the subordination period, however, except as we discuss in the following paragraph, we may not issue equity securities ranking senior to the common units or an aggregate of more than 5,691,820 additional common units or units on a parity with the common units, in each case, without the approval of the holders of a majority of the outstanding common units and subordinated units, voting as separate classes.

During or after the subordination period, we may issue an unlimited number of common units as follows:

•

upon conversion of the subordinated units;

•

under employee benefit plans;

•

upon conversion of the general partner interest and incentive distribution rights as a result of a withdrawal of the general partner;

•

in the event of a combination or subdivision of common units;

•

in connection with an acquisition or a capital improvement that increases cash flow from operations per unit on a pro forma basis; or

•

if the proceeds of the issuance are used exclusively to repay up to $40.0 million of certain of our indebtedness.

It is possible that we will fund acquisitions through the issuance of additional common units or other equity securities. Holders of any additional common units we issue will be entitled to share equally with the then-existing holders of common units in our distributions of available cash. In addition, the issuance of additional partnership interests may dilute the value of the interests of the then-existing holders of common units in our net assets.

In accordance with Delaware law and the provisions of our partnership agreement, we may also issue additional partnership securities interests that, in the sole discretion of the general partner, have special voting rights to which the common units are not entitled.

Upon issuance of additional partnership securities, our general partner will be required to make additional capital contributions to the extent necessary to maintain its 2% general partner interest in us. Moreover, our general partner will have the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units, subordinated units or other equity securities whenever, and on the same terms that, we issue those securities to persons other than the general partner and its affiliates, to the extent necessary to maintain its percentage interest, including its interest represented by common units and subordinated units, that existed immediately prior to each issuance. The holders of common units will not have preemptive rights to acquire additional common units or other partnership securities.

Voting

Our general partner manages and operates us. Unlike the holders of common stock in a corporation, the holders of our units have only limited voting rights on matters affecting our business. They have no right to elect our general partner, or the directors of our general partner, on an annual or other continuing basis. On those matters that are submitted to a vote of unitholders, each record holder of a unit has a vote according to his percentage interest in us, although additional limited partner interests having special voting rights could be issued. However, if at any time any person or group, other than the general partner and its affiliates, or a direct or subsequently approved transferee of the general partner or its affiliates, acquires, in the aggregate, beneficial ownership of 20% or more of any class of units then outstanding, that person or group will lose voting rights on all of its units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes, determining the presence of a quorum, or for other similar purposes.

The subordinated units are a separate class of limited partner interests in our partnership, and the rights of holders to participate in distributions to partners differ from, and are subordinate to, the rights of the holders of common units. For any given quarter, any available cash will first be distributed to the general partner and to the holders of common units, until the holders of common units have received the minimum quarterly distribution plus any arrearages, and then will be distributed to the holders of subordinated units. The subordination period will end once we meet the financial tests in the partnership agreement, but it generally cannot end before December 31, 2006. When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and the common units will no longer be entitled to arrearages.

Holders of subordinated units sometimes vote as a single class together with the common units and sometimes vote as a class separate from the holders of common units. Holders of subordinated units like holders of common units have very limited voting rights. During the subordination period, common units and subordinated units each vote separately as a class on the following matters:

•

a sale or exchange of all or substantially all of our assets;

•

the election of a successor general partner in connection with the removal of the general partner;

•

dissolution or reconstitution of our partnership;

•

a merger of our partnership;

•

issuance of limited partner interests in some circumstances; and

•

some amendments to the partnership agreement, including any amendment that would cause us to be treated as an association taxable as a corporation.

The subordinated units are not entitled to vote on approval of the withdrawal of the general partner or the transfer by the general partner of its general partner interest or incentive distribution rights under some circumstances. Removal of our general partner requires:

•

a 66²/3% vote of all outstanding units voting as a single class; and

•

the election of a successor general partner by the holders of a majority of the outstanding common units and subordinated units voting as separate classes.

Under our partnership agreement, our general partner generally will be permitted to effect amendments to the partnership agreement that do not materially adversely affect unitholders without the approval of any unitholders.

Limited call right

If at any time our general partner and its affiliates own more than 80% of the outstanding common units, our general partner has the right, but not the obligation, to purchase all of the remaining common units at a price not less than the then-current market price of the common units.

Listing

Our outstanding common units are listed on the New York Stock Exchange under the symbol “SXL”. Any additional common units we issue also will be listed on the NYSE.

Transfer Agent and Registrar

Our transfer agent and registrar for the common units is American Stock Transfer & Trust Company.

Summary of Partnership Agreement

A summary of the important provisions of our partnership agreement is included in reports filed with the SEC.

CASH DISTRIBUTIONS

Distributions of Available Cash

General. Our partnership agreement provides that we will distribute all of our available cash to unitholders of record on the applicable record date within 45 days after the end of each quarter. We adjusted the minimum quarterly distribution for the interim period from February 8, 2002, the closing of our initial public offering, through March 31, 2002, based on the actual length of this period.

Definition of Available Cash. Available cash generally means, for each fiscal quarter:

•

all cash on hand at the end of the quarter

•

less the amount of cash that the general partner determines in its reasonable discretion is necessary or appropriate to:

—

provide for the proper conduct of our business;

—

comply with applicable law, any of our debt instruments, or other agreements; or

—

provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters;

•

plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter.

Working capital borrowings are generally borrowings that are made under our credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.

Intent to Distribute the Minimum Quarterly Distribution. We intend to distribute to the holders of common units and subordinated units on a quarterly basis at least the minimum quarterly distribution, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our general partner. On January 21, 2003, our general partner’s board of directors declared an increase in our quarterly distribution to $0.4875 per unit, or $1.95 per year. However, there is no guarantee that we will pay the quarterly distribution in this amount, or the minimum quarterly distribution on the common units in any quarter, and we will be prohibited from making any distributions to unitholders if it would cause an event of default, or an event of default is existing, under our credit facility or the senior notes.

Operating Surplus and Capital Surplus

General. All cash distributed to unitholders will be characterized as either “operating surplus” or “capital surplus.” We distribute available cash from operating surplus differently than available cash from capital surplus.

Definition of Operating Surplus. Operating surplus for any period generally means:

•

our cash balance on the closing date of our initial public offering; plus

•

$15.0 million (as described below); plus

•

all of our cash receipts after the closing of our initial public offering, excluding cash from borrowings that are not working capital borrowings, sales of equity and debt securities and sales or other dispositions of assets outside the ordinary course of business; plus

•

working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less

•

all of our operating expenditures after the closing of our initial public offering, including the repayment of working capital borrowings, but not the repayment of other borrowings, and including maintenance capital expenditures; less

•

the amount of cash reserves that the general partner deems necessary or advisable to provide funds for future operating expenditures.

Definition of Capital Surplus. Generally, capital surplus will be generated only by:

•

borrowings other than working capital borrowings;

•

sales of debt and equity securities; and

•

sales or other disposition of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or as part of normal retirements or replacements of assets.

Characterization of Cash Distributions. We will treat all available cash distributed as coming from operating surplus until the sum of all available cash distributed since we began operations equals the operating surplus as of the most recent date of determination of available cash. We will treat any amount distributed in excess of operating surplus, regardless of its source, as capital surplus. As reflected above, operating surplus includes $15.0 million in addition to our cash balance on the closing date of our initial public offering, cash receipts from our operations and cash from working capital borrowings. This amount does not reflect actual cash on hand that is available for distribution to our unitholders. Rather, it is a provision that will enable us, if we choose, to distribute as operating surplus up to $15.0 million of cash we receive in the future from non-operating sources, such as asset sales, issuances of securities, and long-term borrowings, that would otherwise be distributed as capital surplus. We do not anticipate that we will make any distributions from capital surplus.

Subordination Period

General. During the subordination period, which we define below, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to be distributed on the common units.

Definition of Subordination Period. The subordination period will extend until the first day of any quarter beginning after December 31, 2006 that each of the following tests are met:

•

distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

•

the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and

•

there are no arrearages in payment of the minimum quarterly distribution on the common units.

Early Conversion of Subordinated Units. Before the end of the subordination period, 50% of the subordinated units, or up to 5,691,819 subordinated units, may convert into common units on a one-for-one basis immediately after the distribution of available cash to the partners in respect of any quarter ending on or after:

•

December 31, 2004 with respect to 25% of the subordinated units; and

•

December 31, 2005 with respect to 25% of the subordinated units.

The early conversions will occur if at the end of the applicable quarter each of the following occurs:

•

the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and

•

there are no arrearages in payment of the minimum quarterly distribution on the common units.

However, the second early conversion of the subordinated units may not occur until at least one year following the first early conversion of the subordinated units.

Definition of Adjusted Operating Surplus. Adjusted operating surplus for any period generally means:

•

operating surplus generated with respect to that period; less

•

any net increase in working capital borrowings with respect to that period; less

•

any net reduction in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus

•

any net decrease in working capital borrowings with respect to that period; plus

•

any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.

Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net increases in working capital borrowings and net drawdowns of reserves of cash generated in prior periods.

Effect of Expiration of the Subordination Period. Upon expiration of the subordination period, each outstanding subordinated unit will convert into one common unit and will then participate pro rata with the other

common units in distributions of available cash. In addition, if the unitholders remove our general partner other than for cause and units held by the general partner and its affiliates are not voted in favor of such removal:

•

the subordination period will end and each subordinated unit will immediately convert into one common unit;

•

any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

•

the general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.

Distributions of Available Cash from Operating Surplus during the Subordination Period

We will make distributions of available cash from operating surplus for any quarter during the subordination period in the following manner:

—

First, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;

—

Second, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

—

Third, 98% to the subordinated unitholders, pro rata, and 2% to the general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and

—

Thereafter, in the manner described in “Incentive Distribution Rights” below.

Distributions of Available Cash from Operating Surplus after the Subordination Period

We will make distributions of available cash from operating surplus for any quarter after the subordination period in the following manner:

—

First, 98% to all unitholders, pro rata, and 2% to the general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and

—

Thereafter, in the manner described in “Incentive Distribution Rights” below.

Incentive Distribution Rights

Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.

If for any quarter:

—

we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

—

we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, we will distribute any additional available cash from operating surplus for that quarter among the unitholders and the general partner in the following manner:

—

First, 98% to all unitholders, pro rata, and 2% to the general partner, until each unitholder receives a total of $0.500 per unit for that quarter (the “first target distribution”);

—

Second, 85% to all unitholders, pro rata, and 15% to the general partner, until each unitholder receives a total of $0.575 per unit for that quarter (the “second target distribution”);

—

Third, 75% to all unitholders, pro rata, and 25% to the general partner, until each unitholder receives a total of $0.700 per unit for that quarter (the “third target distribution”); and

—

Thereafter, 50% to all unitholders, pro rata, and 50% to the general partner.

In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unitholders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution.

Percentage Allocations of Available Cash from Operating Surplus

The following table illustrates the percentage allocations of the additional available cash from operating surplus between the unitholders and our general partner up to the various target distribution levels.

The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution Target Amount,” until available cash from operating surplus we distribute reaches the next target distribution level, if any.

The percentage interests shown for the unitholders and the general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.

	Total Quarterly Distribution Target Amount	Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Target Amount	Unitholders	General Partner
Minimum Quarterly Distribution	$0.450	98%	2%
First Target Distribution	up to $0.500	98%	2%
Second Target Distribution	above $0.500 up to $0.575	85%	15%
Third Target Distribution	above $0.575 up to $0.700	75%	25%
Thereafter	above $0.700	50%	50%

Distributions from Capital Surplus

We will make distributions of available cash from capital surplus, if any, in the following manner:

—

First, 98% to all unitholders, pro rata, and 2% to the general partner, until we distribute for each common unit, an amount of available cash from capital surplus equal to the initial public offering price;

—

Second, 98% to the common unitholders, pro rata, and 2% to the general partner, until we distribute for each common unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and

—

Thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.

The partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price from the initial public offering, which is a return of capital. The initial public offering price less any distributions of capital surplus per unit is referred to as the “unrecovered initial unit price.” Each time a distribution of capital

surplus is made, the minimum quarterly distribution and the target distribution levels will be reduced in the same proportion as the corresponding reduction in the unrecovered initial unit price. Because distributions of capital surplus will reduce the minimum quarterly distribution, after any of these distributions are made, it may be easier for the general partner to receive incentive distributions and for the subordinated units to convert into common units. However, any distribution of capital surplus before the unrecovered initial unit price is reduced to zero cannot be applied to the payment of the minimum quarterly distribution or any arrearages.

Once we distribute capital surplus on a unit in an amount equal to the initial unit price, we will reduce the minimum quarterly distribution and the target distribution levels to zero. We will then make all future distributions from operating surplus, with 50% being paid to the holders of units, 48% to the holders of the incentive distribution rights and 2% to the general partner.

Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels

In addition to adjusting the minimum quarterly distribution and target distribution levels to reflect a distribution of capital surplus, if we combine our units into fewer units or subdivide our units into a greater number of units, we will proportionately adjust:

•

the minimum quarterly distribution;

•

target distribution levels;

•

unrecovered initial unit price;

•

the number of common units issuable during the subordination period without a unitholder vote; and

•

the number of common units into which a subordinated unit is convertible.

For example, if a two-for-one split of the common units should occur, the minimum quarterly distribution, the target distribution levels and the unrecovered initial unit price would each be reduced to 50% of its initial level. We will not make any adjustment by reason of the issuance of additional units for cash or property.

In addition, if legislation is enacted or if existing law is modified or interpreted in a manner that causes us to become taxable as a corporation or otherwise subject to taxation as an entity for federal, state or local income tax purposes, we will reduce the minimum quarterly distribution and the target distribution levels by multiplying the same by one minus the sum of the highest marginal federal corporate income tax rate that could apply and any increase in the effective overall state and local income tax rates. For example, if we became subject to a maximum marginal federal, and effective state and local income tax rate of 38%, then the minimum quarterly distribution and the target distributions levels would each be reduced to 62% of their previous levels.

Distributions of Cash Upon Liquidation

General. If we dissolve in accordance with the partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining proceeds to the unitholders and the general partner, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation.

The allocations of gain and loss upon liquidation are intended, to the extent possible, to entitle the holders of outstanding common units to a preference over the holders of outstanding subordinated units upon our liquidation, to the extent required to permit common unitholders to receive their unrecovered initial unit price plus the minimum quarterly distribution for the quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum quarterly distribution on the common units. However, there may not be sufficient gain upon our liquidation to enable the holders of common units to fully recover all of these amounts, even though there may be cash available for distribution to the holders of subordinated units. Any further net gain recognized upon liquidation will be allocated in a manner that takes into account the incentive distribution rights of the general partner.

Manner of Adjustments for Gain. The manner of the adjustment for gain is set forth in the partnership agreement. If our liquidation occurs before the end of the subordination period, we will allocate any gain to the partners in the following manner:

—

First, to the general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances;

—

Second, 98% to the common unitholders, pro rata, and 2% to the general partner, until the capital account for each common unit is equal to the sum of:

•

the unrecovered initial unit price;

•

the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and

•

any unpaid arrearages in payment of the minimum quarterly distribution;

—

Third, 98% to the subordinated unitholders, pro rata, and 2% to the general partner until the capital account for each subordinated unit is equal to the sum of:

•

the unrecovered initial unit price; and

•

the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs;

—

Fourth, 98% to all unitholders, pro rata, and 2% to the general partner, until we allocate under this paragraph an amount per unit equal to:

•

the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less

•

the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98% to the unitholders, pro rata, and 2% to the general partner, for each quarter of our existence;

—

Fifth, 85% to all unitholders, pro rata, and 15% to the general partner, until we allocate under this paragraph an amount per unit equal to:

•

the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less

•

the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85% to the unitholders, pro rata, and 15% to the general partner for each quarter of our existence;

—

Sixth, 75% to all unitholders, pro rata, and 25% to the general partner, until we allocate under this paragraph an amount per unit equal to:

•

the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less

•

the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75% to the unitholders, pro rata, and 25% to the general partner for each quarter of our existence; and

—

Thereafter, 50% to all unitholders, pro rata, and 50% to the general partner.

If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that clause (3) of the second bullet point above and all of the third bullet point above will no longer be applicable.

Manner of Adjustments for Losses. Upon our liquidation, we will generally allocate any loss to the general partner and the unitholders in the following manner:

—

First, 98% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2% to the general partner, until the capital accounts of the subordinated unitholders have been reduced to zero;

—

Second, 98% to the holders of common units in proportion to the positive balances in their capital accounts and 2% to the general partner, until the capital accounts of the common unitholders have been reduced to zero; and

—

Thereafter, 100% to the general partner.

If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that all of the first bullet point above will no longer be applicable.

Adjustments to Capital Accounts upon the Issuance of Additional Units. We will make adjustments to capital accounts upon the issuance of additional units. In doing so, we will allocate any unrealized and, for tax purposes, unrecognized gain or loss resulting from the adjustments to the unitholders and the general partner in the same manner as we allocate gain or loss upon liquidation. In the event that we make positive adjustments to the capital accounts upon the issuance of additional units, we will allocate any later negative adjustments to the capital accounts resulting from the issuance of additional units or upon our liquidation in a manner which results, to the extent possible, in the general partner’s capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made.

DESCRIPTION OF THE DEBT SECURITIES

References in this “Description of the Debt Securities” to “we,” “us” and “our” mean Sunoco Logistics Partners Operations L.P. References in this prospectus to an “Indenture” refer to the particular Indenture under which we issue a series of debt securities.

The following description sets forth the general terms and provisions that apply to the debt securities. Each prospectus supplement will state the particular terms that will apply to the debt securities included in the supplement.

We will issue our debt securities under an indenture, among us, as issuer, Sunoco Logistics Partners L.P. as Guarantor, the Subsidiary Guarantors, and a trustee that we will name in the related prospectus supplement. The term “Trustee” as used in this prospectus shall refer to the trustee under the indenture. The debt securities will be governed by the provisions of the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. We, the Trustee, Sunoco Logistics Partners L.P., and the Subsidiary Guarantors may enter into supplements to the Indenture from time to time. The debt securities will be either senior debt securities or subordinated debt securities of Sunoco Logistics Partners Operations L.P. If we decide to issue subordinated debt securities, we will issue them under a separate Indenture containing subordination provisions.

Neither indenture contains provisions that would afford holders of debt securities protection in the event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction. Accordingly, we could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise adversely affect our capital structure or credit rating.

This description is a summary of the material provisions of the debt securities and the Indentures. We urge you to read the forms of senior indenture and subordinated indenture filed as exhibits to the registration statement of which this prospectus is a part because those Indentures, and not this description, govern your rights as a holder of debt securities.

General

The Debt Securities

Any series of debt securities that we issue:

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will be our general obligations;

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will be general obligations of Sunoco Logistics Partners L.P. and the Subsidiary Guarantors, if guaranteed by Sunoco Logistics Partners L.P. and the Subsidiary Guarantors; and

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may be subordinated to our Senior Indebtedness, that of Sunoco Logistics Partners L.P, and the Subsidiary Guarantors.

The Indenture does not limit the total amount of debt securities that we may issue. We may issue debt securities under the Indenture from time to time in separate series, up to the aggregate amount authorized for each such series.

Specific Terms of Each Series of Debt Securities to be Described in the Prospectus Supplement

We will prepare a prospectus supplement and either a supplemental indenture, or authorizing resolutions of our general partner’s board of directors, accompanied by an officer’s certificate, relating to any series of debt securities that we offer, which will include specific terms relating to some or all of the following:

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the form and title of the debt securities;

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the total principal amount of the debt securities;

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the date or dates on which the debt securities may be issued;

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whether the debt securities are senior or subordinated debt securities;

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the currency or currencies in which principal and interest will be paid, if not in U.S. dollars;

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the portion of the principal amount which will be payable if the maturity of the debt securities is accelerated;

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any right we may have to defer payments of interest by extending the dates payments are due and whether interest on those deferred amounts will be payable;

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the dates on which the principal and premium, if any, of the debt securities will be payable;

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the interest rate which the debt securities will bear and the interest payment dates for the debt securities;

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any conversion or exchange provisions;

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any optional redemption provisions;

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any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;

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whether the debt securities are entitled to the benefits of any guarantees by the Subsidiary Guarantors;

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whether the debt securities may be issued in amounts other than $1,000 each or multiples thereof;

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any changes to or additional events of default or covenants;

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the subordination, if any, of the debt securities and any changes to the subordination provisions of the Indenture; and

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any other terms of the debt securities.

This description of debt securities will be deemed modified, amended or supplemented by any description of any series of debt securities set forth in a prospectus supplement related to that series.

The prospectus supplement also will describe any material United States federal income tax consequences or other special considerations regarding the applicable series of debt securities, including those relating to:

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debt securities with respect to which payments of principal, premium or interest are determined with reference to an index or formula, including changes in prices of particular securities, currencies or commodities;

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debt securities with respect to which principal, premium or interest is payable in a foreign or composite currency;

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debt securities that are issued at a discount below their stated principal amount, bearing no interest or interest at a rate that at the time of issuance is below market rates; and

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variable rate debt securities that are exchangeable for fixed rate debt securities.

At our option, we may make interest payments by check mailed to the registered holders of debt securities or, if so stated in the applicable prospectus supplement, at the option of a holder by wire transfer to an account designated by the holder.

Unless otherwise provided in the applicable prospectus supplement, fully registered securities may be transferred or exchanged at the office of the Trustee at which its corporate trust business is principally administered

in the United States, subject to the limitations provided in the Indenture, without the payment of any service charge, other than any applicable tax or governmental charge.

Any funds we pay to a paying agent for the payment of amounts due on any debt securities that remain unclaimed for two years will be returned to us, and the holders of the debt securities must look only to us for payment after that time.

The Parent Guarantee

Our payment obligations under any series of debt securities may be fully and unconditionally guaranteed by Sunoco Logistics Partners L.P., which will execute a notation of guarantee as further evidence of its guarantee. The applicable prospectus supplement will describe the terms of any guarantee by Sunoco Logistics Partners L.P.

If a series of debt securities is so guaranteed, Sunoco Logistics Partners L.P.’s guarantee of the senior debt securities will be Sunoco Logistics Partners L.P.’s unsecured and unsubordinated general obligation, and will rank on a parity with all of Sunoco Logistics Partners L.P.’s other unsecured and unsubordinated indebtedness. If a series of subordinated debt securities is guaranteed by Sunoco Logistics Partners L.P., then the guarantee will be subordinated to the senior debt of Sunoco Logistics Partners L.P. to substantially the same extent as the series of subordinated debt securities is subordinated to our senior debt.

The Subsidiary Guarantees

Our payment obligations under any series of debt securities may be jointly and severally, fully and unconditionally guaranteed by the Subsidiary Guarantors. If a series of debt securities are so guaranteed, the Subsidiary Guarantors will execute a notation of guarantee as further evidence of their guarantee. The applicable prospectus supplement will describe the terms of any guarantee by the Subsidiary Guarantors.

The obligations of each Subsidiary Guarantor under its guarantee of the debt securities will be limited to the maximum amount that will not result in the obligations of the Subsidiary Guarantor under the guarantee constituting a fraudulent conveyance or fraudulent transfer under Federal or state law, after giving effect to:

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all other contingent and fixed liabilities of the Subsidiary Guarantor; and

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any collections from or payments made by or on behalf of any other Subsidiary Guarantors in respect of the obligations of the Subsidiary Guarantor under its guarantee.

The guarantee of any Subsidiary Guarantor may be released under certain circumstances. If we exercise our legal or covenant defeasance option with respect to debt securities of a particular series as described below in “Defeasance”, then any subsidiary guarantor will be released with respect to that series. Further, if no default has occurred and is continuing under the Indenture, and to the extent not otherwise prohibited by the Indenture, a Subsidiary Guarantor will be unconditionally released and discharged from the guarantee:

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automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interests in the Subsidiary Guarantor;

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automatically upon the merger of the Subsidiary Guarantor into us or any other Subsidiary Guarantor or the liquidation and dissolution of the Subsidiary Guarantor; or

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following delivery of a written notice by us to the Trustee, upon the release of all guarantees by the Subsidiary Guarantor of any debt of ours for borrowed money for a purchase money obligation or for a guarantee of either, except for any series of debt securities.

If a series of debt securities is guaranteed by the Subsidiary Guarantors and is designated as subordinate to our Senior Indebtedness, then the guarantees by the Subsidiary Guarantors will be subordinated to the Senior Indebtedness of the Subsidiary Guarantors to substantially the same extent as the series is subordinated to our Senior Indebtedness. See “—Subordination.”

Specific Covenants

The prospectus supplement applicable to any particular series of debt securities will contain a description of the important financial and other covenants that apply to us and our subsidiaries, added to the Indenture specifically for the benefit of holders of a particular series.

Reports

The Indenture will contain the following covenant for the benefit of the holders of all series of debt securities:

So long as any debt securities are outstanding, Sunoco Logistics Partners L.P. will:

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for as long as it is required to file information with the SEC pursuant to the Exchange Act, file with the Trustee, within 15 days after it is required to file with the SEC, copies of the annual report and of the information, documents and other reports which it is required to file with the SEC pursuant to the Exchange Act;

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if it is not required to file information with the SEC pursuant to the Exchange Act, file with the Trustee, within 15 days after it would have been required to file with the SEC, financial statements and a Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what it would have been required to file with the SEC had it been subject to the reporting requirements of the Exchange Act, unless the SEC will not accept such a filing; and

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if it is required to furnish annual or quarterly reports to our unitholders pursuant to the Exchange Act, file with the Trustee any annual report or other reports sent to unitholders generally.

A series of debt securities may contain additional financial and other covenants. The applicable prospectus supplement will contain a description of any such covenants that are added to the Indenture specifically for the benefit of holders of a particular series.

Events of Default, Remedies and Default

Events of Default

Each of the following events will be an “Event of Default” under the Indenture with respect to a series of debt securities:

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default in any payment of interest on any debt securities of that series when due that continues for 30 days;

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default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon redemption, upon required repurchase or otherwise;

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default in the payment of any sinking fund payment on any debt securities of that series when due;

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failure by us or, if the series of debt securities is guaranteed by the Guarantor or any Subsidiary Guarantors, by such Guarantor or Subsidiary Guarantor, to comply for 60 days after notice with the other agreements contained in the Indenture, any supplement to the Indenture or any board resolution authorizing the issuance of that series;

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certain events of bankruptcy, insolvency or reorganization of us or, if the series of debt securities is guaranteed by the Guarantor or any Subsidiary Guarantor, of the Guarantor and/or any such Subsidiary Guarantor; or

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if the series of debt securities is guaranteed by the Guarantor and/or any Subsidiary Guarantor:

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any of the guarantees ceases to be in full force and effect, except as otherwise provided in the Indenture;

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any of the guarantees is declared null and void in a judicial proceeding; or

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the Guarantor or any Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its guarantee.

Exercise of Remedies

If an Event of Default, other than an Event of Default described in the fifth bullet point above, occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may declare the entire principal of, premium, if any, and accrued and unpaid interest, if any, on all the debt securities of that series to be due and payable immediately.

A default under the fourth bullet point above will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding debt securities of that series notify us and, if the series of debt securities is guaranteed by the Guarantor and/or any Subsidiary Guarantor, the Guarantor and any such Subsidiary Guarantor, of the default and such default is not cured within 60 days after receipt of notice.

If an Event of Default described in the fifth bullet point above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding debt securities of all series will become immediately due and payable without any declaration of acceleration or other act on the part of the Trustee or any holders.

The holders of a majority in principal amount of the outstanding debt securities of a series may rescind any declaration of acceleration by the Trustee or the holders with respect to the debt securities of that series but only if:

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rescinding the declaration of acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and

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all existing Events of Default have been cured or waived, other than the nonpayment of principal, premium or interest on the debt securities of that series that have become due solely by the declaration of acceleration.

If an Event of Default occurs and is continuing, the Trustee will be under no obligation, except as otherwise provided in the Indenture, to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee reasonable indemnity or security against any costs, liability or expense. No holder may pursue any remedy with respect to the Indenture or the debt securities of any series, except to enforce the right to receive payment of principal, premium, if any, or interest when due, unless:

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such holder has previously given the Trustee notice that an Event of Default with respect to that series is continuing;

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holders of at least 25% in principal amount of the outstanding debt securities of that series have requested that the Trustee pursue the remedy;

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such holders have offered the Trustee reasonable indemnity or security against any cost, liability or expense;

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the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of indemnity or security; and

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the holders of a majority in principal amount of the outstanding debt securities of that series have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

The holders of a majority in principal amount of the outstanding debt securities of a series have the right, subject to certain restrictions, to direct the time, method and place of conducting any proceeding for any remedy

available to the Trustee or of exercising any right or power conferred on the Trustee with respect to that series of debt securities. The Trustee, however, may refuse to follow any direction that:

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conflicts with law;

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is inconsistent with any provision of the Indenture;

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the Trustee determines is unduly prejudicial to the rights of any other holder;

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would involve the Trustee in personal liability.

Notice of an Event of Default

Within 30 days after the occurrence of any default (meaning an event that is, or after the notice or passage of time would be, an Event of Default,) or Event of Default, we are required to give written notice to the Trustee and indicate the status of the default or Event of Default and what action we are taking or propose to take to cure it. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a compliance certificate indicating that we have complied with all covenants contained in the Indenture or whether any default or Event of Default has occurred during the previous year.

If an Event of Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each holder a notice of the Event of Default by the later of 90 days after the Event of Default occurs or 30 days after the Trustee knows of the Event of Default. Except in the case of a default in the payment of principal, premium, if any, or interest with respect to any debt securities, the Trustee may withhold such notice, but only if and so long as the board of directors, the executive committee or a committee of directors or responsible officers of the Trustee in good faith determines that withholding such notice is in the interests of the holders.

Amendments and Waivers

We may amend the Indenture without the consent of any holder of debt securities to:

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cure any ambiguity, omission, defect or inconsistency;

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convey, transfer, assign, mortgage or pledge any property to or with the Trustee;

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provide for the assumption by a successor of our obligations under the Indenture;

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add the Guarantor and/or any Subsidiary Guarantor with respect to the debt securities;

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change or eliminate any restriction on the payment of principal of, or premium, if any, on, any debt securities;

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secure the debt securities;

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add covenants for the benefit of the holders or surrender any right or power conferred upon us, the Guarantor, or any Subsidiary Guarantor;

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make any change that does not adversely affect the rights of any holder;

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add or appoint a successor or separate Trustee;

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comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or

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establish the form or terms of debt securities of any series to be issued under the Indenture.

In addition, we may amend the Indenture if the holders of a majority in principal amount of all debt securities of each series that would be affected then outstanding under the Indenture consent to it. We may not,

however, without the consent of each holder of outstanding debt securities of each series that would be affected, amend the Indenture to:

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reduce the percentage in principal amount of debt securities of any series whose holders must consent to an amendment;

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reduce the rate of or extend the time for payment of interest on any debt securities;

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reduce the principal of or extend the stated maturity of any debt securities;

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reduce the premium payable upon the redemption of any debt securities or change the time at which any debt securities may or shall be redeemed;

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make any debt securities payable in other than U.S. dollars;

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impair the right of any holder to receive payment of premium, principal or interest with respect to such holder’s debt securities on or after the applicable due date;

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impair the right of any holder to institute suit for the enforcement of any payment with respect to such holder’s debt securities;

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release any security that has been granted in respect of the debt securities, other than in accordance with the Indenture;

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make any change in the amendment provisions which require each holder’s consent;

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make any change in the waiver provisions; or

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release the Guarantor, or any Subsidiary Guarantor, or modify the guarantee of the Guarantor or any Subsidiary Guarantor in any manner adverse to the holders.

The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the Indenture becomes effective, we are required to mail to all holders a notice briefly describing the amendment. The failure to give, or any defect in, such notice, however, will not impair or affect the validity of the amendment.

The holders of a majority in aggregate principal amount of the outstanding debt securities of each affected series, on behalf of all such holders, and subject to certain rights of the Trustee, may waive:

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compliance by us, the Guarantor or a Subsidiary Guarantor with certain restrictive provisions of the Indenture; and

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any past default or Event of Default under the Indenture, subject to certain rights of the Trustee under the Indenture;

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except that such majority of holders may not waive a default:

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in the payment of principal, premium or interest; or

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in respect of a provision that under the Indenture cannot be amended without the consent of all holders of the series of debt securities that is affected.

Defeasance

At any time, we may terminate, with respect to debt securities of a particular series, all our obligations under such series of debt securities and the Indenture, which we call a “legal defeasance.” If we decide to make a legal defeasance, however, we may not terminate our obligations:

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relating to the defeasance trust;

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to register the transfer or exchange of the debt securities;

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to replace mutilated, destroyed, lost or stolen debt securities; or

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to maintain a registrar and paying agent in respect of the debt securities.

If we exercise our legal defeasance option, any guarantee will terminate with respect to that series of debt securities.

At any time we may also effect a “covenant defeasance,” which means we have elected to terminate our obligations under:

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covenants applicable to a series of debt securities, including any covenant that is added specifically for such series and is described in a prospectus supplement;

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the bankruptcy provisions with respect to the Guarantor and any Subsidiary Guarantors; and

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the guarantee provision described under “—Events of Default, Remedies and Notices—Events of Default” above with respect to a series of debt securities, if applicable, and any Events of Default that is added specifically for such series and described in a prospectus supplement.

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the affected series of debt securities may not be accelerated because of an Event of Default with respect to that series. If we exercise our covenant defeasance option, payment of the defeased series of debt securities may not be accelerated because of an Event of Default specified in the fourth, fifth (with respect only to a Subsidiary Guarantor (if any)) or sixth bullet points under “—Events of Default” above or an Event of Default that is added specifically for such series and described in a prospectus supplement.

In order to exercise either defeasance option, we must:

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irrevocably deposit in trust with the Trustee money or certain U.S. government obligations for the payment of principal, premium, if any, and interest on the series of debt securities to redemption or maturity, as the case may be;

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comply with certain other conditions, including that no default has occurred and is continuing after the deposit in trust; and

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deliver to the Trustee of an opinion of counsel to the effect that holders of the series of debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance 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 and defeasance had not occurred. In the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law.

If we exercise either our legal defeasance option or our covenant defeasance option, any subsidiary guarantee will terminate with respect to the defeased series of debt securities.

No Personal Liability of General Partner

Sunoco Logistics Partners GP LLC, our general partner, and its directors, officers, employees, incorporators and stockholders, as such, will not be liable for:

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any of our obligations or the obligations of the Subsidiary Guarantors under the debt securities, the Indentures or the guarantees; or

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any claim based on, in respect of, or by reason of, such obligations or their creation.

By accepting a debt security, each holder will be deemed to have waived and released all such liability. This waiver and release are part of the consideration for our issuance of the debt securities. This waiver may not be effective, however, to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Subordination

Debt securities of a series may be subordinated to our “Senior Indebtedness,” which we define generally to include any obligation created or assumed by us (or, if the series is guaranteed, the Guarantor and any Subsidiary Guarantors) for the repayment of borrowed money, purchase money obligation created or assumed by us, and any guarantee therefor, whether outstanding or hereafter issued, unless, by the terms of the instrument creating or evidencing such obligation, it is provided that such obligation is subordinate or not superior in right of payment to the debt securities (or, if the series is guaranteed, the guarantee of the Guarantor or any Subsidiary Guarantor), or to other obligations which are pari passu with or subordinated to the debt securities (or, if the series is guaranteed, the guarantee of the Guarantor or any Subsidiary Guarantor). Subordinated debt securities will be subordinate in right of payment, to the extent and in the manner set forth in the Indenture and the prospectus supplement relating to such series, to the prior payment of all of our indebtedness and that of the Guarantor or any Subsidiary Guarantor that is designated as “Senior Indebtedness” with respect to the series.

The holders of Senior Indebtedness of ours or, if applicable, the Guarantor or a Subsidiary Guarantor, will receive payment in full of the Senior Indebtedness before holders of subordinated debt securities will receive any payment of principal, premium or interest with respect to the subordinated debt securities upon any payment or distribution of our assets or, if applicable to any series of outstanding debt securities, the Subsidiary Guarantors’ assets, to creditors:

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upon a liquidation or dissolution of us or, if applicable to any series of outstanding debt securities, the Subsidiary Guarantors; or

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in a bankruptcy, receivership or similar proceeding relating to us or, if applicable to any series of outstanding debt securities, to the Subsidiary Guarantors.

Until the Senior Indebtedness is paid in full, any distribution to which holders of subordinated debt securities would otherwise be entitled will be made to the holders of Senior Indebtedness, except that the holders of subordinated debt securities may receive units representing limited partner interests and any debt securities that are subordinated to Senior Indebtedness to at least the same extent as the subordinated debt securities.

If we do not pay any principal, premium or interest with respect to Senior Indebtedness within any applicable grace period (including at maturity), or any other default on Senior Indebtedness occurs and the maturity of the Senior Indebtedness is accelerated in accordance with its terms, we may not:

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make any payments of principal, premium, if any, or interest with respect to subordinated debt securities;

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make any deposit for the purpose of defeasance of the subordinated debt securities; or

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repurchase, redeem or otherwise retire any subordinated debt securities, except that in the case of subordinated debt securities that provide for a mandatory sinking fund, we may deliver subordinated debt securities to the Trustee in satisfaction of our sinking fund obligation,

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unless, in either case,

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the default has been cured or waived and any declaration of acceleration has been rescinded;

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the Senior Indebtedness has been paid in full in cash; or

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we and the Trustee receive written notice approving the payment from the representatives of each issue of “Designated Senior Indebtedness.”

Generally, “Designated Senior Indebtedness” will include:

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any specified issue of Senior Indebtedness of at least $100 million; and

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any other Senior Indebtedness that we may designate in respect of any series of subordinated debt securities.

During the continuance of any default, other than a default described in the immediately preceding paragraph, that may cause the maturity of any Designated Senior Indebtedness to be accelerated immediately without further notice, other than any notice required to effect such acceleration, or the expiration of any applicable grace periods, we may not pay the subordinated debt securities for a period called the “Payment Blockage Period.” A Payment Blockage Period will commence on the receipt by us and the Trustee of written notice of the default, called a “Blockage Notice,” from the representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and will end 179 days thereafter.

The Payment Blockage Period may be terminated before its expiration:

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by written notice from the person or persons who gave the Blockage Notice;

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by repayment in full in cash of the Designated Senior Indebtedness with respect to which the Blockage Notice was given; or

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if the default giving rise to the Payment Blockage Period is no longer continuing.

Unless the holders of the Designated Senior Indebtedness have accelerated the maturity of the Designated Senior Indebtedness, we may resume payments on the subordinated debt securities after the expiration of the Payment Blockage Period.

Generally, not more than one Blockage Notice may be given in any period of 360 consecutive days. The total number of days during which any one or more Payment Blockage Periods are in effect, however, may not exceed an aggregate of 179 days during any period of 360 consecutive days.

After all Senior Indebtedness is paid in full and until the subordinated debt securities are paid in full, holders of the subordinated debt securities shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness.

As a result of the subordination provisions described above, in the event of insolvency, the holders of Senior Indebtedness, as well as certain of our general creditors, may recover more, ratably, than the holders of the subordinated debt securities.

Book Entry, Delivery and Form

We may issue debt securities of a series in the form of one or more global certificates deposited with a depositary. We expect that The Depository Trust Company, New York, New York, or “DTC,” will act as depositary. If we issue debt securities of a series in book-entry form, we will issue one or more global certificates that will be deposited with or on behalf of DTC and will not issue physical certificates to each holder. A global security may not be transferred unless it is exchanged in whole or in part for a certificated security, except that DTC, its nominees and their successors may transfer a global security as a whole to one another.

DTC will keep a computerized record of its participants, such as a broker, whose clients have purchased the debt securities. The participants will then keep records of their clients who purchased the debt securities. Beneficial interests in global securities will be shown on, and transfers of beneficial interests in global securities will be made only through, records maintained by DTC and its participants.

DTC advises us that it is:

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a limited-purpose trust company organized under the New York Banking Law;

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a “banking organization” within the meaning of the New York Banking Law;

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a member of the United States Federal Reserve System;

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a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

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a “clearing agency” registered under the provisions of Section 17A of the Securities Exchange Act of 1934.

DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., The American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. The rules that apply to DTC and its participants are on file with the Securities and Exchange Commission.

DTC holds securities that its participants deposit with DTC. DTC also records the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participants’ accounts. This eliminates the need to exchange certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

We will wire principal, premium, if any, and interest payments due on the global securities to DTC’s nominee. We, the Trustee and any paying agent will treat DTC’s nominee as the owner of the global securities for all purposes. Accordingly, we, the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on the global securities to owners of beneficial interests in the global securities.

It is DTC’s current practice, upon receipt of any payment of principal, premium, if any, or interest, to credit participants’ accounts on the payment date according to their respective holdings of beneficial interests in the global securities as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or voting rights to participants, whose accounts are credited with debt securities on a record date, by using an omnibus proxy.

Payments by participants to owners of beneficial interests in the global securities, as well as voting by participants, will be governed by the customary practices between the participants and the owners of beneficial interests, as is the case with debt securities held for the account of customers registered in “street name.” Payments to holders of beneficial interests are the responsibility of the participants and not of DTC, the Trustee or us.

Beneficial interests in global securities will be exchangeable for certificated securities with the same terms in authorized denominations only if:

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DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under applicable law and a successor depositary is not appointed by us within 90 days; or

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we determine not to require all of the debt securities of a series to be represented by a global security and notify the Trustee of our decision.

The Trustee

We may appoint a separate trustee for any series of debt securities. We use the term “Trustee” to refer to the trustee appointed with respect to any such series of debt securities. We may maintain banking and other commercial relationships with the Trustee and its affiliates in the ordinary course of business, and the Trustee may own debt securities.

Governing Law

The Indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES

Conflicts of Interest

Conflicts of interest exist and may arise in the future as a result of the relationships between our general partner and its affiliates, including Sunoco, Inc., on the one hand, and us and our limited partners, on the other hand. The directors and officers of our general partner have fiduciary duties to manage the general partner in a manner beneficial to its owners. At the same time, our general partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders.

Our partnership agreement contains provisions that allow our general partner to take into account the interests of other parties in addition to our interests when resolving conflicts of interest. In effect, these provisions limit our general partner’s fiduciary duties to the unitholders. Our partnership agreement also restricts the remedies available to unitholders for actions taken that, without those limitations, might constitute breaches of fiduciary duty. Whenever a conflict arises between our general partner or its affiliates, on the one hand, and us or any other partner, on the other, the general partner will resolve that conflict. At the request of the general partner, a conflicts committee of the board of directors of the general partner will review conflicts of interest. Our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or the unitholders if the resolution of the conflict is considered fair and reasonable to us. Any resolution is considered fair and reasonable to us if that resolution is:

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approved by the conflicts committee, although no party is obligated to seek approval and the general partner may adopt a resolution or course of action that has not received approval;

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on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

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fair to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.

Unless the resolution is specifically provided for in our partnership agreement, when resolving a conflict, our general partner may consider:

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the relative interests of the parties involved in the conflict or affected by the action;

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any customary or accepted industry practices or historical dealings with a particular person or entity; and

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generally accepted accounting practices or principles and other factors it considers relevant, if applicable.

Conflicts of interest could arise in the situations described below, among others.

Actions taken by our general partner may affect the amount of cash available for distribution to unitholders or accelerate the right to convert subordinated units.

The amount of cash that is available for distribution to unitholders is affected by decisions of our general partner regarding such matters as:

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amount and timing of asset purchases and sales;

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cash expenditures;

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borrowings;

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issuance of additional units; and

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the creation, reduction, or increase of reserves in any quarter.

In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by the general partner to our unitholders, including borrowings that have the purpose or effect of:

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enabling our general partner to receive distributions on any subordinated units held by it or the incentive distribution rights; or

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hastening the expiration of the subordination period.

For example, in the event we have not generated sufficient cash from our operations to pay the minimum quarterly distribution on our common units and our subordinated units, our partnership agreement permits us to borrow funds, which would enable us to make this distribution on all outstanding units.

Our partnership agreement provides that we and our subsidiaries may borrow funds from our general partner and its affiliates. Our general partner and its affiliates may not borrow funds from us, the operating partnership, or its operating subsidiaries, other than in connection with Sunoco, Inc’s centralized cash management program.

We do not have any officers or employees and rely solely on officers and employees of our general partner and its affiliates.

Affiliates of our general partner conduct businesses and activities of their own in which we have no economic interest. If these separate activities are significantly greater than our activities, there could be material competition for the time and effort of certain of the officers and employees who provide services to our general partner. With one exception, the officers of our general partner spend substantially all of their time managing our business and affairs. However, our general partner’s treasurer currently is required to devote time to the affairs of Sunoco, Inc. or its affiliates and is compensated by them for the services rendered to them.

We will reimburse the general partner and its affiliates for expenses.

We will reimburse the general partner and its affiliates for costs incurred in managing and operating us, including costs incurred in rendering corporate staff and support services to us. Our partnership agreement provides that the general partner will determine the expenses that are allocable to us in any reasonable manner determined by the general partner in its sole discretion.

Our general partner intends to limit its liability regarding our obligations.

Our general partner intends to limit its liability under contractual arrangements so that the other party has recourse only to our assets and not against the general partner or its assets or any affiliate of the general partner or its assets. Our partnership agreement provides that any action taken by our general partner to limit its or our liability is not a breach of the general partner’s fiduciary duties, even if we could have obtained terms that are more favorable without the limitation on liability.

Common unitholders will have no right to enforce obligations of our general partner and its affiliates under agreements with us.

Any agreements between us, on the one hand, and our general partner and its affiliates, on the other, will not grant to the unitholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor.

Contracts between us, on the one hand, and our general partner and its affiliates, on the other, will not be the result of arm’s-length negotiations.

Our partnership agreement allows our general partner to pay itself or its affiliates for any services rendered, provided these services are rendered on terms that are fair and reasonable to us. Our general partner may also enter

into additional contractual arrangements with any of its affiliates on our behalf. Neither our partnership agreement nor any of the other agreements, contracts, and arrangements between us and the general partner and its affiliates are or will be the result of arm’s-length negotiations.

All of these transactions entered into after the sale of the common units offered in this offering are to be on terms that are fair and reasonable to us.

Our general partner and its affiliates will have no obligation to permit us to use any facilities or assets of the general partner and its affiliates, except as may be provided in contracts entered into specifically dealing with that use. There is no obligation of our general partner and its affiliates to enter into any contracts of this kind.

Common units are subject to our general partner’s limited call right.

Our general partner may exercise its right to call and purchase common units as provided in the partnership agreement or assign this right to one of its affiliates or to us. Our general partner may use its own discretion, free of fiduciary duty restrictions, in determining whether to exercise this right. As a result, a common unitholder may have his common units purchased from him at an undesirable time or price.

We may not choose to retain separate counsel for ourselves or for the holders of common units.

The attorneys, independent auditors, and others who perform services for us have been retained by our general partner. Attorneys, independent auditors, and others who perform services for us are selected by our general partner or the conflicts committee and may perform services for our general partner and its affiliates.

We may retain separate counsel for ourselves or the holders of common units in the event of a conflict of interest between our general partner and its affiliates, on the one hand, and us or the holders of common units, on the other, depending on the nature and materiality of the conflict. Such conflicts may arise out of extraordinary transactions between us and Sunoco, Inc. or its affiliates, such as transfers of material assets or mergers or material amendments of our agreements with Sunoco, Inc. We do not intend to retain separate counsel in most cases.

Our general partner’s affiliates may compete with us.

Our partnership agreement provides that the general partner will be restricted from engaging in any business activities other than those incidental to its ownership of interests in us and certain services the employees of our general partner are currently providing to Sunoco, Inc. and its affiliates. Except as provided in our partnership agreement and the omnibus agreement, affiliates of our general partner are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with us.

Fiduciary Responsibilities

Our general partner is accountable to us and our unitholders as a fiduciary. Fiduciary duties owed to unitholders by our general partner are prescribed by law and the partnership agreement. The Delaware Revised Uniform Limited Partnership Act, which we refer to in this prospectus as the Delaware Act, provides that Delaware limited partnerships may, in their partnership agreements, restrict or expand the fiduciary duties owed by the general partner to limited partners and the partnership.

Our partnership agreement contains various provisions restricting the fiduciary duties that might otherwise be owed by the general partner. The following is a summary of the material restrictions of the fiduciary duties owed by our general partner to the limited partners:

State law fiduciary duty standards

Fiduciary duties are generally considered to include an obligation to act with due care and loyalty. The duty of care, in the absence of a provision in a partnership agreement providing otherwise, would generally require a general partner to act for the partnership in the same manner as a prudent person would act on his own behalf. The duty of loyalty, in the absence of a provision in a partnership agreement providing otherwise, would generally prohibit a general partner of a Delaware limited partnership from taking any action or engaging in any transaction where a conflict of interest is present.

The Delaware Act generally provides that a limited partner may institute legal action on behalf of the partnership to recover damages from a third party where a general partner has refused to institute the action or where an effort to cause a general partner to do so is not likely to succeed. In addition, the statutory or case law of some jurisdictions may permit a limited partner to institute legal action on behalf of himself and all other similarly situated limited partners to recover damages from a general partner for violations of its fiduciary duties to the limited partners.

Partnership agreement modified standards

Our partnership agreement contains provisions that waive or consent to conduct by our general partner and its affiliates that might otherwise raise issues as to compliance with fiduciary duties or applicable law. For example, our partnership agreement permits our general partner to make a number of decisions in its “sole discretion.” This entitles the general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Other provisions of the partnership agreement provide that the general partner’s actions must be made in its reasonable discretion. These standards reduce the obligations to which the general partner would otherwise be held.

Our partnership agreement generally provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be “fair and reasonable” to us under the factors previously set forth. In determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider interests of all parties involved, including its own. Unless our general partner has acted in bad faith, the action taken by our general partner will not constitute a breach of its fiduciary duty. These standards reduce the obligations to which our general partner would otherwise be held.

In addition to the other more specific provisions limiting the obligations of our general partner, our partnership agreement further provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners, or assignees for errors of judgment or for any acts or omissions if the general partner and those other persons acted in good faith.

In order to become one of our limited partners, a common unitholder is required to agree to be bound by the provisions in the partnership agreement, including the provisions discussed above. This is in accordance with the policy of the Delaware Act favoring the principle of freedom of contract and the enforceability of partnership agreements. The failure of a limited partner or assignee to sign a partnership agreement does not render the partnership agreement unenforceable against that person.

We must indemnify our general partner and its officers, directors, employees, affiliates, members, agents and trustees, to the fullest extent permitted by law, against liabilities, costs and expenses incurred by the general partner or these other persons. We must provide this indemnification if our general partner or these persons acted in good faith and in a manner they reasonably believed to be in, or (in the case of a person other than the general partner) not opposed to, our best interests. We also must provide this indemnification for criminal proceedings if our general partner or these other persons had no reasonable cause to believe their conduct was unlawful. Thus, our general partner could be indemnified for its negligent acts if it met these requirements concerning good faith and our best interests.

MATERIAL TAX CONSIDERATIONS

This section is a summary of the material tax consequences that may be relevant to prospective unitholders who are individual citizens or residents of the United States and, unless otherwise noted in the following discussion, is the opinion of Vinson & Elkins L.L.P., special counsel to our general partner and us, insofar as it relates to matters of United States federal income tax law and legal conclusions with respect to those matters. This section is based upon current provisions of the Internal Revenue Code, existing and proposed regulations and current administrative rulings and court decisions, all of which are subject to change. Later changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. Unless the context otherwise requires, references in this section to “us” or “we” are references to Sunoco Logistics Partners L.P and Sunoco Logistics Partners Operations L.P.

No attempt has been made in this section to comment on all federal income tax matters affecting us or the unitholders. Moreover, the discussion focuses on unitholders who are individual citizens or residents of the United States and has only limited application to corporations, estates, trusts, nonresident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, foreign persons, individual retirement accounts (IRAs), real estate investment trusts (REITs) or mutual funds. Accordingly, we recommend that you consult, and depend on, your own tax advisor in analyzing the federal, state, local and foreign tax consequences particular to you of an investment in, or the disposition of, our securities.

All statements as to matters of law and legal conclusions, but not as to factual matters, contained in this section, unless otherwise noted, are the opinion of counsel, and some are based on the accuracy of the representations we make.

No ruling has been or will be requested from the IRS regarding any matter affecting us or prospective unitholders. An opinion of counsel represents only that counsel’s best legal judgment and does not bind the IRS or the courts. Accordingly, the opinions and statements made here may not be sustained by a court if contested by the IRS. Any contest of this sort with the IRS may materially and adversely impact the market for the common units and the prices at which common units trade. In addition, the costs of any contest with the IRS will be borne directly or indirectly by the unitholders and the general partner. Furthermore, the tax treatment of us, or of an investment in us, may be significantly modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied.

For the reasons described below, counsel has not rendered an opinion with respect to the following specific federal income tax issues:

(a) the treatment of a unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read “—Tax Consequences of Unit Ownership—Treatment of Short Sales”);

(b) whether our monthly convention for allocating taxable income and losses is permitted by existing Treasury regulations (please read “—Disposition of Common Units—Allocations Between Transferors and Transferees”); and

(c) whether our method for depreciating Section 743 adjustments is sustainable (please read “—Tax Consequences of Unit Ownership—Section 754 Election”).

Partnership Status

A partnership is not a taxable entity and incurs no federal income tax liability. Instead, each partner of a partnership is required to take into account his allocable share of items of income, gain, loss and deduction of the partnership in computing his federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions of cash by a partnership to a partner generally are not taxable unless the amount of cash distributed is in excess of the partner’s adjusted basis in his partnership interest.

No ruling has been or will be sought from the IRS and the IRS has made no determination as to the status of Sunoco Logistics Partners L.P. as a partnership for federal income tax purposes or whether our operations

generate “qualifying income” under Section 7704 of the Code, or any other matter affecting our prospective unitholders. Instead, we have relied on the opinion of Vinson & Elkins L.L.P. that, based upon the Internal Revenue Code, its regulations, published revenue rulings and court decisions and the representations described below, Sunoco Logistics Partners L.P. has been, is, and will continue to be, classified as a partnership for federal income tax purposes.

In rendering its opinion, Vinson & Elkins L.L.P. has relied on factual representations made by us and our general partner. The representations made by us and our general partner upon which counsel has relied are:

(a) Neither we nor the operating partnership has elected or will elect to be treated as a corporation; and

(b) Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P. have been and will be operated in accordance with applicable partnership statutes, the applicable partnership agreement and in the manner described in this prospectus;

(c) For each taxable year, more than 90% of our gross income has been and will be income that our counsel has opined or will opine is “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code.

Section 7704 of the Internal Revenue Code provides that publicly-traded partnerships will, as a general rule, be taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists with respect to publicly-traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage and processing of crude oil, natural gas and products thereof and fertilizer. Other types of qualifying income include interest other than from a financial business, dividends, gains from the sale of real property and gains from the sale or other disposition of assets held for the production of income that otherwise constitutes qualifying income. We estimate that approximately five percent of our current gross income is not qualifying income; however, this estimate could change from time to time. Based upon and subject to this estimate, the factual representations made by us and the general partner and a review of the applicable legal authorities, Vinson & L.L.P. is of the opinion that at least 90% of our current gross income constitutes qualifying income.

If we fail to meet the Qualifying Income Exception, other than a failure which is determined by the IRS to be inadvertent and which is cured within a reasonable time after discovery, we will be treated as if we had transferred all of our assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which we fail to meet the Qualifying Income Exception, in return for stock in that corporation, and then distributed that stock to the unitholders in liquidation of their interests in us. This contribution and liquidation should be tax-free to unitholders and us so long as we, at that time, do not have liabilities in excess of the tax basis of our assets. Thereafter, we would be treated as a corporation for federal income tax purposes.

If Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P. were treated as an association taxable as a corporation in any taxable year, either as a result of a failure to meet the Qualifying Income Exception or otherwise, our items of income, gain, loss and deduction would be reflected only on our separate tax returns rather than being passed through to the unitholders, and our net income would be taxed to us at corporate rates. In addition, any distribution made to a unitholder would be treated as either taxable dividend income, to the extent of Sunoco Logistics Partners L.P.’s current or accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent of the unitholder’s tax basis in his common units, or taxable capital gain, after the unitholder’s tax basis in his common units is reduced to zero. Accordingly, taxation as a corporation would result in a material reduction in a unitholder’s cash flow and after-tax return and thus would likely result in a substantial reduction of the value of the units.

The remainder of this section is based on Vinson & Elkins L.L.P.’s opinion that Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P. will be classified as partnerships for federal income tax purposes.

Limited Partner Status

Unitholders who have become limited partners of Sunoco Logistics Partners L.P. will be treated as partners of Sunoco Logistics Partners L.P. for federal income tax purposes. Also:

(a) assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners, and

(b) unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units,

(c) will be treated as partners of Sunoco Logistics Partners L.P. for federal income tax purposes. As there is no direct authority addressing assignees of common units who are entitled to execute and deliver transfer applications and become entitled to direct the exercise of attendant rights, but who fail to execute and deliver transfer applications, counsel’s opinion does not extend to these persons. Furthermore, a purchaser or other transferee of common units who does not execute and deliver a transfer application may not receive some federal income tax information or reports furnished to record holders of common units unless the common units are held in a nominee or street name account and the nominee or broker has executed and delivered a transfer application for those common units.

A beneficial owner of common units whose units have been transferred to a short seller to complete a short sale would appear to lose his status as a partner with respect to those units for federal income tax purposes. Please read “—Tax Consequences of Unit Ownership—Treatment of Short Sales.”

Income, gain, deductions or losses would not appear to be reportable by a unitholder who is not a partner for federal income tax purposes, and any cash distributions received by a unitholder who is not a partner for federal income tax purposes would therefore be fully taxable as ordinary income. These holders should consult their own tax advisors with respect to their status as partners in Sunoco Logistics Partners L.P. for federal income tax purposes.

Tax Consequences of Unit Ownership

Flow-through of Taxable Income. We will not pay any federal income tax. Instead, each unitholder will be required to report on his income tax return his allocable share of our income, gains, losses and deductions without regard to whether corresponding cash distributions are received by him. Consequently, we may allocate income to a unitholder even if he has not received a cash distribution. Each unitholder will be required to include in income his allocable share of our income, gains, losses and deductions for our taxable year ending with or within his taxable year.

Treatment of Distributions. Our distributions to a unitholder generally will not be taxable to the unitholder for federal income tax purposes to the extent of his tax basis in his common units immediately before the distribution. Our cash distributions in excess of a unitholder’s tax basis generally will be considered to be gain from the sale or exchange of the common units, taxable in accordance with the rules described under “—Disposition of Common Units” below. Any reduction in a unitholder’s share of our liabilities for which no partner, including the general partner, bears the economic risk of loss, known as “nonrecourse liabilities,” will be treated as a distribution of cash to that unitholder. To the extent our distributions cause a unitholder’s “at risk” amount to be less than zero at the end of any taxable year, he must recapture any losses deducted in previous years that are equal to the amount of that shortfall. Please read “—Limitations on Deductibility of Losses.”

A decrease in a unitholder’s percentage interest in us because of our issuance of additional common units will decrease his share of our nonrecourse liabilities, and thus will result in a corresponding deemed distribution of cash. A non-pro rata distribution of money or property may result in ordinary income to a unitholder, regardless of his tax basis in his common units, if that distribution reduces the unitholder’s share of our “unrealized receivables,” including depreciation recapture, and/or substantially appreciated “inventory items,” both as defined in the Internal Revenue Code, and collectively, “Section 751 Assets.”

To that extent, he will be treated as having been distributed his proportionate share of the Section 751 Assets and having exchanged those assets with us in return for the non-pro rata portion of the actual distribution made to him. This latter deemed exchange generally will result in the unitholder’s realization of ordinary income. That income will equal the excess of (1) the non-pro rata portion of that distribution over (2) the unitholder’s tax basis for the share of Section 751 Assets deemed relinquished in the exchange.

Basis of Common Units. A unitholder’s initial tax basis for his common units will be the amount he paid for the common units plus his share of our nonrecourse liabilities. That basis will be increased by his share of our income and by any increases in his share of our nonrecourse liabilities. That basis will be decreased, but not below zero, by distributions from us, by the unitholder’s share of our losses, by any decreases in his share of our nonrecourse liabilities and by his share of our expenditures that are not deductible in computing taxable income and are not required to be capitalized. A limited partner will have no share of our debt which is recourse to the general partner, but will have a share, generally based on his share of profits, of our nonrecourse liabilities. Please read “—Disposition of Common Units —Recognition of Gain or Loss.”

Limitations on Deductibility of Losses. The deduction by a unitholder of his share of our losses will be limited to the tax basis in his units and, in the case of an individual unitholder or a corporate unitholder that is subject to the “at risk” rules (for example, if more than 50% of the value of the corporate unitholder’s stock is owned directly or indirectly by five or fewer individuals or some tax-exempt organizations), to the amount for which the unitholder is considered to be “at risk” with respect to our activities, if that is less than his tax basis. A unitholder must recapture losses deducted in previous years to the extent that distributions cause his at risk amount to be less than zero at the end of any taxable year. Losses disallowed to a unitholder or recaptured as a result of these limitations will carry forward and will be allowable to the extent that his tax basis or at risk amount, whichever is the limiting factor, is subsequently increased. Upon the taxable disposition of a common unit, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at risk limitation but may not be offset by losses suspended by the basis limitation. Any excess loss above that gain previously suspended by the at risk or basis limitations is no longer utilizable.

In general, a unitholder will be at risk to the extent of the tax basis of his common units, excluding any portion of that basis attributable to his share of our nonrecourse liabilities, reduced by any amount of money he borrows to acquire or hold his common units, if the lender of those borrowed funds owns an interest in us, is related to the unitholder or can look only to the units for repayment. A unitholder’s at risk amount will increase or decrease as the tax basis of the unitholder’s common units increases or decreases, other than tax basis increases or decreases attributable to increases or decreases in his share of our nonrecourse liabilities.

The passive loss limitations generally provide that individuals, estates, trusts and some closely-held corporations and personal service corporations can deduct losses from passive activities, which are generally activities in which the taxpayer does not materially participate, only to the extent of the taxpayer’s income from those passive activities. The passive loss limitations are applied separately with respect to each publicly-traded partnership. Consequently, any losses we generate will only be available to offset our passive income generated in the future and will not be available to offset income from other passive activities or investments, including our investments or investments in other publicly-traded partnerships, or salary or active business income. Passive losses that are not deductible because they exceed a unitholder’s share of income we generate may be deducted in full when he disposes of his entire investment in us in a fully taxable transaction with an unrelated party. The passive activity loss rules are applied after other applicable limitations on deductions, including the at risk rules and the basis limitation.

A unitholder’s share of our net income may be offset by any suspended passive losses, but it may not be offset by any other current or carryover losses from other passive activities, including those attributable to other publicly-traded partnerships.

Limitations on Interest Deductions. The deductibility of a non-corporate taxpayer’s “investment interest expense” is generally limited to the amount of that taxpayer’s “net investment income.” The IRS has indicated that net passive income from a publicly-traded partnership constitutes investment income for purposes of the limitations on the deductibility of investment interest. In addition, the unitholder’s share of our portfolio income will be treated as investment income. Investment interest expense includes:

(a) interest on indebtedness properly allocable to property held for investment;

(b) our interest expense attributed to portfolio income; and

(c) the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

The computation of a unitholder’s investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses, other than interest, directly connected with the production of investment income, but generally does not include gains attributable to the disposition of property held for investment.

Entity-Level Collections. If we are required or elect under applicable law to pay any federal, state or local income tax on behalf of any unitholder or the general partner or any former unitholder, we are authorized to pay those taxes from our funds. That payment, if made, will be treated as a distribution of cash to the partner on whose behalf the payment was made. If the payment is made on behalf of a person whose identity cannot be determined, we are authorized to treat the payment as a distribution to all current unitholders. We are authorized to amend the partnership agreement in the manner necessary to maintain uniformity of intrinsic tax characteristics of units and to adjust later distributions, so that after giving effect to these distributions, the priority and characterization of distributions otherwise applicable under the partnership agreement is maintained as nearly as is practicable. Payments by us as described above could give rise to an overpayment of tax on behalf of an individual partner in which event the partner would be required to file a claim in order to obtain a credit or refund.

Allocation of Income, Gain, Loss and Deduction. In general, if we have a net profit, our items of income, gain, loss and deduction will be allocated among the general partner and the unitholders in accordance with their percentage interests in us. At any time that distributions are made to the common units in excess of distributions to the subordinated units, or incentive distributions are made to the general partner, gross income will be allocated to the recipients to the extent of these distributions. If we have a net loss for the entire year, that loss will be allocated first to the general partner and the unitholders in accordance with their percentage interests in us to the extent of their positive capital accounts and, second, to the general partner.

Specified items of our income, gain, loss and deduction will be allocated to account for the difference between the tax basis and fair market value of our assets at the time of an offering, referred to in this discussion as “Contributed Property.” The effect of these allocations to a unitholder purchasing common units in our offering will be essentially the same as if the tax basis of our assets were equal to their fair market value at the time of the offering. In addition, items of recapture income will be allocated to the extent possible to the partner who was allocated the deduction giving rise to the treatment of that gain as recapture income in order to minimize the recognition of ordinary income by some unitholders. Finally, although we do not expect that our operations will result in the creation of negative capital accounts, if negative capital accounts nevertheless result, items of our income and gain will be allocated in an amount and manner to eliminate the negative balance as quickly as possible.

An allocation of items of our income, gain, loss or deduction, other than an allocation required by the Internal Revenue Code to eliminate the difference between a partner’s “book” capital account, credited with the fair market value of Contributed Property, and “tax” capital account, credited with the tax basis of Contributed Property, referred to in this discussion as the “Book-Tax Disparity”, will generally be given effect for federal income tax purposes in determining a partner’s share of an item of income, gain, loss or deduction only if the allocation has substantial economic effect. In any other case, a partner’s share of an item will be determined on the basis of his interest in us, which will be determined by taking into account all the facts and circumstances, including his relative contributions to us, the interests of all the partners in profits and losses, the interest of all the partners in cash flow and other nonliquidating distributions and rights of all the partners to distributions of capital upon liquidation.

Vinson & Elkins L.L.P. is of the opinion that, with the exception of the issues described in “—Tax Consequences of Unit Ownership—Section 754 Election” and “—Disposition of Common Units—Allocations Between Transferors and Transferees,” allocations under our partnership agreement will be given effect for federal income tax purposes in determining a partner’s share of an item of income, gain, loss or deduction.

Treatment of Short Sales. A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units. If so, he would no longer be a partner for those units during the period of the loan and may recognize gain or loss from the disposition. As a result, during this period:

(a) any of our income, gain, loss or deduction with respect to those units would not be reportable by the unitholder;

(b) any cash distributions received by the unitholder as to those units would be fully taxable; and

Vinson & Elkins L.L.P. has not rendered an opinion regarding the treatment of a unitholder where common units are loaned to a short seller to cover a short sale of common units; therefore, unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller should modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units. The IRS has announced that it is actively studying issues relating to the tax treatment of short sales of partnership interests. Please also read “—Disposition of Common Units —Recognition of Gain or Loss.”

Alternative Minimum Tax. Each unitholder will be required to take into account his distributive share of any items of our income, gain, loss or deduction for purposes of the alternative minimum tax. The current minimum tax rate for noncorporate taxpayers is 26% on the first $175,000 of alternative minimum taxable income in excess of the exemption amount and 28% on any additional alternative minimum taxable income. Prospective unitholders should consult with their tax advisors as to the impact of an investment in units on their liability for the alternative minimum tax.

Tax Rates. In general, the highest effective United States federal income tax rate for individuals for 2003 is 38.6% and the maximum United States federal income tax rate for net capital gains of an individual for 2003 is 20% if the asset disposed of was held for more than 12 months at the time of disposition.

Section 754 Election. We have made the election permitted by Section 754 of the Internal Revenue Code. That election is irrevocable without the consent of the IRS. The election will generally permit us to adjust a common unit purchaser’s tax basis in our assets (“inside basis”) under Section 743(b) of the Internal Revenue Code to reflect his purchase price. This election does not apply to a person who purchases common units directly from us. The Section 743(b) adjustment belongs to the purchaser and not to other partners. For purposes of this discussion, a partner’s inside basis in our assets will be considered to have two components: (1) his share of our tax basis in our assets (“common basis”) and (2) his Section 743(b) adjustment to that basis.

Treasury regulations under Section 743 of the Internal Revenue Code require, if the remedial allocation method is adopted (which we have adopted), a portion of the Section 743(b) adjustment attributable to recovery property to be depreciated over the remaining cost recovery period for the Section 704(c) built-in gain. Under Treasury Regulation Section 1.167(c)-l(a)(6), a Section 743(b) adjustment attributable to property subject to depreciation under Section 167 of the Internal Revenue Code rather than cost recovery deductions under Section 168 is generally required to be depreciated using either the straight-line method or the 150% declining balance method. Under our partnership agreement, the general partner is authorized to take a position to preserve the uniformity of units even if that position is not consistent with these Treasury regulations. Please read “—Uniformity of Units.”

Although Vinson & Elkins L.L.P. is unable to opine as to the validity of this approach because there is no clear authority on this issue, we intend to depreciate the portion of a Section 743(b) adjustment attributable to unrealized appreciation in the value of Contributed Property, to the extent of any unamortized Book-Tax Disparity, using a rate of depreciation or amortization derived from the depreciation or amortization method and useful life applied to the common basis of the property, or treat that portion as non-amortizable to the extent attributable to property the common basis of which is not amortizable. This method is consistent with the regulations under Section 743 but is arguably inconsistent with Treasury Regulation Section 1.167(c)-1(a)(6), which is not expected to directly apply to a material portion of our assets. To the extent this Section 743(b) adjustment is attributable to appreciation in value in excess of the unamortized Book-Tax Disparity, we will apply the rules described in the Treasury regulations and legislative history. If we determine that this position cannot reasonably be taken, we may take a

depreciation or amortization position under which all purchasers acquiring units in the same month would receive depreciation or amortization, whether attributable to common basis or a Section 743(b) adjustment, based upon the same applicable rate as if they had purchased a direct interest in our assets. This kind of aggregate approach may result in lower annual depreciation or amortization deductions than would otherwise be allowable to some unitholders. Please read “—Uniformity of Units.”

A Section 754 election is advantageous if the transferee’s tax basis in his units is higher than the units’ share of the aggregate tax basis of our assets immediately prior to the transfer. In that case, as a result of the election, the transferee would have, among other items, a greater amount of depreciation and depletion deductions and his share of any gain on a sale of our assets would be less. Conversely, a Section 754 election is disadvantageous if the transferee’s tax basis in his units is lower than those units’ share of the aggregate tax basis of our assets immediately prior to the transfer. Thus, the fair market value of the units may be affected either favorably or unfavorably by the election.

The calculations involved in the Section 754 election are complex and will be made on the basis of assumptions as to the value of our assets and other matters. For example, the allocation of the Section 743(b) adjustment among our assets must be made in accordance with the Internal Revenue Code. The IRS could seek to reallocate some or all of any Section 743(b) adjustment we allocated to our tangible assets to goodwill instead. Goodwill, as an intangible asset, is generally amortizable over a longer period of time or under a less accelerated method than our tangible assets. We cannot assure you that the determinations we make will not be successfully challenged by the IRS and that the deductions resulting from them will not be reduced or disallowed altogether. Should the IRS require a different basis adjustment to be made, and should, in our opinion, the expense of compliance exceed the benefit of the election, we may seek permission from the IRS to revoke our Section 754 election. If permission is granted, a subsequent purchaser of units may be allocated more income than he would have been allocated had the election not been revoked.

Tax Treatment of Operations

Accounting Method and Taxable Year. We use the year ending December 31 as our taxable year and the accrual method of accounting for federal income tax purposes. Each unitholder will be required to include in income his share of our income, gain, loss and deduction for our taxable year ending within or with his taxable year. In addition, a unitholder who has a taxable year ending on a date other than December 31 and who disposes of all of his units following the close of our taxable year but before the close of his taxable year must include his share of our income, gain, loss and deduction in income for his taxable year, with the result that he will be required to include in income for his taxable year his share of more than one year of our income, gain, loss and deduction. Please read “—Disposition of Common Units—Allocations Between Transferors and Transferees.”

Tax Basis, Depreciation and Amortization. The tax basis of our assets will be used for purposes of computing depreciation and cost recovery deductions and, ultimately, gain or loss on the disposition of these assets. The federal income tax burden associated with the difference between the fair market value of our assets and their tax basis immediately prior to an offering will be borne by the general partner, its affiliates and our other unitholders as of that time. Please read “—Allocation of Income, Gain, Loss and Deduction.”

To the extent allowable, we may elect to use the depreciation and cost recovery methods that will result in the largest deductions being taken in the early years after assets are placed in service. We are not entitled to any amortization deductions with respect to any goodwill conveyed to us on formation. Property we subsequently acquire or construct may be depreciated using accelerated methods permitted by the Internal Revenue Code.

If we dispose of depreciable property by sale, foreclosure, or otherwise, all or a portion of any gain, determined by reference to the amount of depreciation previously deducted and the nature of the property, may be subject to the recapture rules and taxed as ordinary income rather than capital gain. Similarly, a partner who has taken cost recovery or depreciation deductions with respect to property we own will likely be required to recapture some or all of those deductions as ordinary income upon a sale of his interest in us. Please read “—Tax Consequences of Unit Ownership—Allocation of Income, Gain, Loss and Deduction” and “—Disposition of Common Units—Recognition of Gain or Loss.”

The costs incurred in selling our units (called “syndication expenses”) must be capitalized and cannot be deducted currently, ratably or upon our termination. There are uncertainties regarding the classification of costs as organization expenses, which we may amortize, and as syndication expenses, which we may not amortize. The underwriting discounts and commissions we incur will be treated as syndication expenses.

Valuation and Tax Basis of Our Properties. The federal income tax consequences of the ownership and disposition of units will depend in part on our estimates of the relative fair market values, and the initial tax bases, of our assets. Although we may from time to time consult with professional appraisers regarding valuation matters, we will make many of the relative fair market value estimates ourselves. These estimates of basis are subject to challenge and will not be binding on the IRS or the courts. If the estimates of fair market value or basis are later found to be incorrect, the character and amount of items of income, gain, loss or deductions previously reported by unitholders might change, and unitholders might be required to adjust their tax liability for prior years and incur interest and penalties with respect to those adjustments.

Disposition of Common Units

Recognition of Gain or Loss. Gain or loss will be recognized on a sale of units equal to the difference between the amount realized and the unitholder’s tax basis for the units sold. A unitholder’s amount realized will be measured by the sum of the cash or the fair market value of other property he receives plus his share of our nonrecourse liabilities. Because the amount realized includes a unitholder’s share of our nonrecourse liabilities, the gain recognized on the sale of units could result in a tax liability in excess of any cash received from the sale.

Prior distributions from us in excess of cumulative net taxable income for a common unit that decreased a unitholder’s tax basis in that common unit will, in effect, become taxable income if the common unit is sold at a price greater than the unitholder’s tax basis in that common unit, even if the price received is less than his original cost.

Except as noted below, gain or loss recognized by a unitholder, other than a “dealer” in units, on the sale or exchange of a unit held for more than one year will generally be taxable as capital gain or loss. Capital gain recognized by an individual on the sale of units held more than 12 months will generally be taxed at a maximum rate of 20%. A portion of this gain or loss, which will likely be substantial, however, will be separately computed and taxed as ordinary income or loss under Section 751 of the Internal Revenue Code to the extent attributable to assets giving rise to depreciation recapture or other “unrealized receivables” or to “inventory items” we own. The term “unrealized receivables” includes potential recapture items, including depreciation recapture. Ordinary income attributable to unrealized receivables, inventory items and depreciation recapture may exceed net taxable gain realized upon the sale of a unit and may be recognized even if there is a net taxable loss realized on the sale of a unit. Thus, a unitholder may recognize both ordinary income and a capital loss upon a sale of units. Net capital loss may offset capital gains and no more than $3,000 of ordinary income, in the case of individuals, and may only be used to offset capital gain in the case of corporations.

The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests sold using an “equitable apportionment” method. Treasury regulations allow a selling unitholder who can identify common units transferred with an ascertainable holding period to elect to use the actual holding period of the common units transferred. Thus, according to the ruling, a common unitholder will be unable to select high or low basis common units to sell as would be the case with corporate stock, but, according to the regulations, may designate specific common units sold for purposes of determining the holding period of units transferred. A unitholder electing to use the actual holding period of common units transferred must consistently use that identification method for all subsequent sales or exchanges of common units. A unitholder considering the purchase of additional units or a sale of common units purchased in separate transactions should consult his tax advisor as to the possible consequences of this ruling and application of the Treasury regulations.

Specific provisions of the Internal Revenue Code affect the taxation of some financial products and securities, including partnership interests, by treating a taxpayer as having sold an “appreciated” partnership interest, one in which gain would be recognized if it were sold, assigned or terminated at its fair market value, if the taxpayer or related persons enter(s) into:

(a) a short sale;

(b) an offsetting notional principal contract; or

Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a futures or forward contract with respect to the partnership interest, the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or substantially identical property. The Secretary of Treasury is also authorized to issue regulations that treat a taxpayer that enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold the financial position.

Allocations Between Transferors and Transferees. In general, our taxable income and losses will be determined annually, will be prorated on a monthly basis and will be subsequently apportioned among the unitholders in proportion to the number of units owned by each of them as of the opening of the applicable exchange on the first business day of the month (the “Allocation Date”). However, gain or loss realized on a sale or other disposition of our assets other than in the ordinary course of business will be allocated among the unitholders on the Allocation Date in the month in which that gain or loss is recognized. As a result, a unitholder transferring units may be allocated income, gain, loss and deduction realized after the date of transfer.

The use of this method may not be permitted under existing Treasury regulations. Accordingly, Vinson & Elkins L.L.P. is unable to opine on the validity of this method of allocating income and deductions between unitholders. If this method is not allowed under the Treasury regulations, or only applies to transfers of less than all of the unitholder’s interest, our taxable income or losses might be reallocated among the unitholders. We are authorized to revise our method of allocation between unitholders to conform to a method permitted under future Treasury regulations.

A unitholder who owns units at any time during a quarter and who disposes of them prior to the record date set for a cash distribution for that quarter will be allocated items of our income, gain, loss and deductions attributable to that quarter but will not be entitled to receive that cash distribution.

Notification Requirements. A purchaser of units from another unitholder is required to notify us in writing of that purchase within 30 days after the purchase. We are required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. However, these reporting requirements do not apply to a sale by an individual who is a citizen of the United States and who effects the sale or exchange through a broker. Additionally, a transferor and a transferee of a unit will be required to furnish statements to the IRS, filed with their income tax returns for the taxable year in which the sale or exchange occurred, that describe the amount of the consideration received for the unit that is allocated to our goodwill or going concern value.

Constructive Termination. We will be considered to have been terminated for tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a 12-month period. A constructive termination results in the closing of our taxable year for all unitholders. In the case of a unitholder reporting on a taxable year other than a fiscal year ending December 31, the closing of our taxable year may result in more than 12 months of our taxable income or loss being includable in his taxable income for the year of termination. We would be required to make new tax elections after a termination, including a new election under Section 754 of the Internal Revenue Code, and a termination would result in a deferral of our deductions for depreciation. A termination could also result in penalties if we were unable to determine that the termination had occurred. Moreover, a termination might either accelerate the application of, or subject us to, any tax legislation enacted before the termination.

Uniformity of Units

Because we cannot match transferors and transferees of units, we must maintain uniformity of the economic and tax characteristics of the units to a purchaser of these units. In the absence of uniformity, we may be unable to completely comply with a number of federal income tax requirements, both statutory and regulatory. A lack of uniformity can result from a literal application of Treasury Regulation Section 1.167(c)-1(a)(6). Any non-

uniformity could have a negative impact on the value of the units. Please read “—Tax Consequences of Unit Ownership —Section 754 Election.”

We intend to depreciate the portion of a Section 743(b) adjustment attributable to unrealized appreciation in the value of Contributed Property, to the extent of any unamortized Book-Tax Disparity, using a rate of depreciation or amortization derived from the depreciation or amortization method and useful life applied to the common basis of that property, or treat that portion as nonamortizable, to the extent attributable to property the common basis of which is not amortizable, consistent with the regulations under Section 743, even though that position may be inconsistent with Treasury Regulation Section 1.167(c)-1(a)(6) which is not expected to directly apply to a material portion of our assets. Please read “—Tax Consequences of Unit Ownership —Section 754 Election.” To the extent that the Section 743(b) adjustment is attributable to appreciation in value in excess of the unamortized Book-Tax Disparity, we will apply the rules described in the Treasury regulations and legislative history. If we determine that this position cannot reasonably be taken, we may adopt a depreciation and amortization position under which all purchasers acquiring units in the same month would receive depreciation and amortization deductions, whether attributable to a common basis or Section 743(b) adjustment, based upon the same applicable rate as if they had purchased a direct interest in our property. If this position is adopted, it may result in lower annual depreciation and amortization deductions than would otherwise be allowable to some unitholders and risk the loss of depreciation and amortization deductions not taken in the year that these deductions are otherwise allowable. This position will not be adopted if we determine that the loss of depreciation and amortization deductions will have a material adverse effect on the unitholders. If we choose not to utilize this aggregate method, we may use any other reasonable depreciation and amortization method to preserve the uniformity of the intrinsic tax characteristics of any units that would not have a material adverse effect on the unitholders. The IRS may challenge any method of depreciating the Section 743(b) adjustment described in this paragraph. If this challenge were sustained, the uniformity of units might be affected, and the gain from the sale of units might be increased without the benefit of additional deductions. Please read “—Disposition of Common Units —Recognition of Gain or Loss.”

Tax-Exempt Organizations and Other Investors

Ownership of units by employee benefit plans, other tax-exempt organizations, non-resident aliens, foreign corporations, other foreign persons and regulated investment companies raises issues unique to those investors and, as described below, may have substantially adverse tax consequences to them.

Employee benefit plans and most other organizations exempt from federal income tax, including individual retirement accounts and other retirement plans, are subject to federal income tax on unrelated business taxable income. Virtually all of our income allocated to a unitholder which is a tax-exempt organization will be unrelated business taxable income and will be taxable to them.

A regulated investment company or “mutual fund” is required to derive 90% or more of its gross income from interest, dividends and gains from the sale of stocks or securities or foreign currency or specified related sources. It is not anticipated that any significant amount of our gross income will include that type of income.

Non-resident aliens and foreign corporations, trusts or estates that own units will be considered to be engaged in business in the United States because of the ownership of units. As a consequence they will be required to file federal tax returns to report their share of our income, gain, loss or deduction and pay federal income tax at regular rates on their share of our net income or gain. And, under rules applicable to publicly traded partnerships, we will withhold tax, at the highest effective rate applicable to individuals, from cash distributions made quarterly to foreign unitholders. Each foreign unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent on a Form W-8 or applicable substitute form in order to obtain credit for these withholding taxes.

In addition, because a foreign corporation that owns units will be treated as engaged in a United States trade or business, that corporation may be subject to the United States branch profits tax at a rate of 30%, in addition to regular federal income tax, on its share of our income and gain, as adjusted for changes in the foreign corporation’s “U.S. net equity,” which are effectively connected with the conduct of a United States trade or business. That tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the foreign corporate unitholder is a “qualified resident.” In addition, this type of unitholder is subject to special information reporting requirements under Section 6038C of the Internal Revenue Code.

Under a ruling of the IRS, a foreign unitholder who sells or otherwise disposes of a unit will be subject to federal income tax on gain realized on the sale or disposition of that unit to the extent that this gain is effectively connected with a United States trade or business of the foreign unitholder. Apart from the ruling, a foreign unitholder will not be taxed or subject to withholding upon the sale or disposition of a unit if he has owned less than 5% in value of the units during the five-year period ending on the date of the disposition and if the units are regularly traded on an established securities market at the time of the sale or disposition.

Administrative Matters

Information Returns and Audit Procedures. We intend to furnish to each unitholder, within 90 days after the close of each calendar year, specific tax information, including a Schedule K-1, which describes his share of our income, gain, loss and deduction for our preceding taxable year. In preparing this information, which will not be reviewed by counsel, we will take various accounting and reporting positions, some of which have been mentioned earlier, to determine his share of income, gain, loss and deduction. We cannot assure you that those positions will yield a result that conforms to the requirements of the Internal Revenue Code, regulations or administrative interpretations of the IRS. Neither we nor counsel can assure prospective unitholders that the IRS will not successfully contend in court that those positions are impermissible. Any challenge by the IRS could negatively affect the value of the units.

The IRS may audit our federal income tax information returns. Adjustments resulting from an IRS audit may require each unitholder to adjust a prior year’s tax liability, and possibly may result in an audit of his own return. Any audit of a unitholder’s return could result in adjustments not related to our returns as well as those related to our returns.

Partnerships generally are treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings with the partners. The Internal Revenue Code requires that one partner be designated as the “Tax Matters Partner” for these purposes. The partnership agreement names Sunoco Partners LLC as our Tax Matters Partner.

The Tax Matters Partner will make some elections on our behalf and on behalf of unitholders. In addition, the Tax Matters Partner can extend the statute of limitations for assessment of tax deficiencies against unitholders for items in our returns. The Tax Matters Partner may bind a unitholder with less than a 1% profits interest in us to a settlement with the IRS unless that unitholder elects, by filing a statement with the IRS, not to give that authority to the Tax Matters Partner. The Tax Matters Partner may seek judicial review, by which all the unitholders are bound, of a final partnership administrative adjustment and, if the Tax Matters Partner fails to seek judicial review, judicial review may be sought by any unitholder having at least a 1% interest in profits or by any group of unitholders having in the aggregate at least a 5% interest in profits. However, only one action for judicial review will go forward, and each unitholder with an interest in the outcome may participate.

A unitholder must file a statement with the IRS identifying the treatment of any item on his federal income tax return that is not consistent with the treatment of the item on our return. Intentional or negligent disregard of this consistency requirement may subject a unitholder to substantial penalties.

Nominee Reporting. Persons who hold an interest in us as a nominee for another person are required to furnish to us:

(a) the name, address and taxpayer identification number of the beneficial owner and the nominee;

(b) whether the beneficial owner is

(d) a foreign government, an international organization or any wholly owned agency or instrumentality of either of the foregoing, or

(e) a tax-exempt entity;

(f) the amount and description of units held, acquired or transferred for the beneficial owner; and

(g) specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales.

Brokers and financial institutions are required to furnish additional information, including whether they are United States persons and specific information on units they acquire, hold or transfer for their own account. A penalty of $50 per failure, up to a maximum of $100,000 per calendar year, is imposed by the Internal Revenue Code for failure to report that information to us. The nominee is required to supply the beneficial owner of the units with the information furnished to us.

Registration as a Tax Shelter. The Internal Revenue Code requires that “tax shelters” be registered with the Secretary of the Treasury. The temporary Treasury regulations interpreting the tax shelter registration provisions of the Internal Revenue Code are extremely broad. It is arguable that we are not subject to the registration requirement on the basis that we will not constitute a tax shelter. However, we have registered as a tax shelter with the Secretary of Treasury in the absence of assurance that we will not be subject to tax shelter registration and in light of the substantial penalties which might be imposed if registration is required and not undertaken.

Our tax shelter registration number is 02042000005.

Issuance of this registration number does not indicate that investment in us or the claimed tax benefits have

been reviewed, examined or approved by the IRS.

A unitholder who sells or otherwise transfers a unit in a later transaction must furnish the registration number to the transferee. The penalty for failure of the transferor of a unit to furnish the registration number to the transferee is $100 for each failure. The unitholders must disclose our tax shelter registration number on Form 8271 to be attached to the tax return on which any deduction, loss or other benefit we generate is claimed or on which any of our income is included. A unitholder who fails to disclose the tax shelter registration number on his return, without reasonable cause for that failure, will be subject to a $250 penalty for each failure. Any penalties discussed are not deductible for federal income tax purposes.

Accuracy-related Penalties. An additional tax equal to 20% of the amount of any portion of an underpayment of tax that is attributable to one or more specified causes, including negligence or disregard of rules or regulations, substantial understatements of income tax and substantial valuation misstatements, is imposed by the Internal Revenue Code. No penalty will be imposed, however, for any portion of an underpayment if it is shown that there was a reasonable cause for that portion and that the taxpayer acted in good faith regarding that portion.

A substantial understatement of income tax in any taxable year exists if the amount of the understatement exceeds the greater of 10% of the tax required to be shown on the return for the taxable year or $5,000 ($10,000 for most corporations). The amount of any understatement subject to penalty generally is reduced if any portion is attributable to a position adopted on the return:

(a) for which there is, or was, “substantial authority,” or

(b) as to which there is a reasonable basis and the pertinent facts of that position are disclosed on the return.

More stringent rules apply to “tax shelters,” a term that in this context does not appear to include us. If any item of income, gain, loss or deduction included in the distributive shares of unitholders might result in that kind of an “understatement” of income for which no “substantial authority” exists, we must disclose the pertinent facts on our return. In addition, we will make a reasonable effort to furnish sufficient information for unitholders to make adequate disclosure on their returns to avoid liability for this penalty.

A substantial valuation misstatement exists if the value of any property, or the adjusted basis of any property, claimed on a tax return is 200% or more of the amount determined to be the correct amount of the valuation or adjusted basis. No penalty is imposed unless the portion of the underpayment attributable to a substantial valuation misstatement exceeds $5,000 ($10,000 for most corporations). If the valuation claimed on a return is 400% or more than the correct valuation, the penalty imposed increases to 40%.

State, Local and Other Tax Considerations

In addition to federal income taxes, you will be subject to other taxes, including state and local income taxes, unincorporated business taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which we do business or own property or in which you are a resident. We currently do business or own property in 17 states, most of which impose income taxes. We may also own property or do business in other states in the future. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider their potential impact on his investment in us. You may not be required to file a return and pay taxes in some states because your income from that state falls below the filing and payment requirement. You will be required, however, to file state income tax returns and to pay state income taxes in many of the states in which we do business or own property, and you may be subject to penalties for failure to comply with those requirements. In some states, tax losses may not produce a tax benefit in the year incurred and also may not be available to offset income in subsequent taxable years. Some of the states may require us, or we may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the state. Withholding, the amount of which may be greater or less than a particular unitholder’s income tax liability to the state, generally does not relieve a nonresident unitholder from the obligation to file an income tax return. Amounts withheld may be treated as if distributed to unitholders for purposes of determining the amounts distributed by us. Please read “—Tax Consequences of Unit Ownership —Entity-Level Collections.” Based on current law and our estimate of our future operations, the general partner anticipates that any amounts required to be withheld will not be material.

It is the responsibility of each unitholder to investigate the legal and tax consequences, under the laws of pertinent states and localities, of his investment in us. Accordingly, each prospective unitholder should consult, and must depend upon, his own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each unitholder to file all state and local, as well as United States federal tax returns, that may be required of him. Vinson & Elkins L.L.P. has not rendered an opinion on the state or local tax consequences of an investment in us.

Tax Consequences of Ownership of Debt Securities

A description of the material federal income tax consequences of the acquisition, ownership and disposition of debt securities will be set forth on the prospectus supplement relating to the offering of debt securities.

INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS

An investment in us by an employee benefit plan is subject to certain additional considerations because the investments of such plans are subject to the fiduciary responsibility and prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and restrictions imposed by Section 4975 of the Internal Revenue Code. As used herein, the term “employee benefit plan” includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or IRAs established or maintained by an employer or employee organization. Among other things, consideration should be given to (a) whether such investment is prudent under Section 404(a)(1)(B) of ERISA; (b) whether in making such investment, such plan will satisfy the diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether such investment will result in recognition of unrelated business taxable income by such plan and, if so, the potential after-tax investment return. Please read “Tax Considerations—Tax-Exempt Organizations and Other Investors.” The person with investment discretion with respect to the assets of an employee benefit plan (a “fiduciary”) should determine whether an investment in us is authorized by the appropriate governing instrument and is a proper investment for such plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code (which also applies to IRAs that are not considered part of an employee benefit plan) prohibit an employee benefit plan from engaging in certain transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to the plan.

In addition to considering whether the purchase of limited partnership units is a prohibited transaction, a fiduciary of an employee benefit plan should consider whether such plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that our general partner also would be a fiduciary of such plan and our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Internal Revenue Code.

The Department of Labor regulations provide guidance with respect to whether the assets of an entity in which employee benefit plans acquire equity interests would be deemed “plan assets” under certain circumstances. Pursuant to these regulations, an entity’s assets would not be considered to be “plan assets” if, among other things, (a) the equity interest acquired by employee benefit plans are publicly offered securities —i.e., the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered pursuant to certain provisions of the federal securities laws, (b) the entity is an “Operating Partnership”—i.e., it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority owned subsidiary or subsidiaries, or (c) there is no significant investment by benefit plan investors, which is defined to mean that less than 25% of the value of each class of equity interest (disregarding certain interests held by our general partner, its affiliates and certain other persons) is held by the employee benefit plans referred to above, IRAs and other employee benefit plans not subject to ERISA (such as governmental plans). Our assets should not be considered “plan assets” under these regulations because it is expected that the investment will satisfy the requirements in (a) and (b) above and may also satisfy the requirements in (c).

Plan fiduciaries contemplating a purchase of limited partnership units should consult with their own counsel regarding the consequences under ERISA and the Internal Revenue Code in light of the serious penalties imposed on persons who engage in prohibited transactions or other violations.

PLAN OF DISTRIBUTION

We may sell the securities being offered hereby directly to purchasers; through agents; through underwriters; and through dealers.

We, or agents designated by us, may directly solicit, from time to time, offers to purchase the securities. Any such agent may be deemed to be an underwriter as that term is defined in the Securities Act of 1933. We will name the agents involved in the offer or sale of the securities and describe any commissions payable by us to these agents in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, these agents will be acting on a best efforts basis for the period of their appointment. The agents may be entitled under agreements which may be entered into with us to indemnification by us against specific civil liabilities, including liabilities under the Securities Act of 1933. The agents may also be our customers or may engage in transactions with or perform services for us in the ordinary course of business.

If we utilize any underwriters in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement with those underwriters at the time of sale to them. We will set forth the names of these underwriters and the terms of the transaction in the prospectus supplement, which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. We may indemnify the underwriters under the relevant underwriting agreement to indemnification by us against specific liabilities, including liabilities under the Securities Act. The underwriters may also be our customers or may engage in transactions with or perform services for us in the ordinary course of business.

If we utilize a dealer in the sale of the securities in respect of which this prospectus is delivered, we will sell those securities to the dealer, as principal. The dealer may then resell those securities to the public at varying prices to be determined by the dealer at the time of resale. We may indemnify the dealers against specific liabilities, including liabilities under the Securities Act. The dealers may also be our customers or may engage in transactions with, or perform services for us in the ordinary course of business.

Common units and debt securities may also be sold directly by us. In this case, no underwriters or agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly.

To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities in respect of which this prospectus is delivered are set forth in the accompanying prospectus supplement.

LEGAL

Certain legal matters in connection with the securities will be passed upon by Vinson & Elkins L.L.P., Houston, Texas, as our counsel. Any underwriter will be advised about other issues relating to any offering by its own legal counsel.

EXPERTS

The financial statements of Sunoco Logistics Partners L. P. and the parent-company-only balance sheet of Sunoco Partners LLC appearing in Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, for the year ended December 31, 2002 have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such financial statements and parent-company-only balance sheet are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. Other Expenses of Issuance and Distribution

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are estimates:

Securities and Exchange Commission registration fee	$	40,450
Legal fees and expenses	$	15,000
Accounting fees and expenses	$	10,000
Printing and engraving expenses	$	15,000
Rating agency fees	$	120,000
Miscellaneous	$	5,000

TOTAL	$	205,450

ITEM 15. Indemnification of Directors and Officers

The partnership agreements of each of Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P. provide that each partnership, as applicable, will, to the fullest extent permitted by law, indemnify and advance expenses to its respective general partner, any Departing Partner (as defined therein), any person who is or was an affiliate of its respective general partner, including the Guarantor and any Subsidiary Guarantor, or any Departing Partner, any person who is or was an officer, director, employee, partner, agent or trustee of such general partner or any Departing Partner or any affiliate of such general partner or any Departing Partner, or any person who is or was serving at the request of such general partner, including the Guarantor and any Subsidiary Guarantor, or any affiliate of their general partner, or any Departing Partner or any affiliate of any Departing Partner as an officer, director, employee, partner, agent or trustee of another person (“Indemnitees”) from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as general partner, Departing Partner or an affiliate of either, an officer, director, employee, partner, agent or trustee of the respective general partner, any Departing Partner or affiliate of either or a person serving at the request of the respective partnership in another entity in a similar capacity, provided that in each case the Indemnitee acted in good faith and in a manner which such Indemnitee reasonably believed to be in, or not opposed to, the best interests of the respective partnership. This indemnification would under certain circumstances include indemnification for liabilities under the Securities Act. In addition, each Indemnitee automatically would be entitled to the advancement of expenses in connection with the foregoing indemnification. Any indemnification under these provisions will be only out of the assets of the respective partnership.

Each of Sunoco Logistics Partners L.P. and Sunoco Logistics Partners Operations L.P. are authorized to purchase (or to reimburse the respective general partners for the costs of) insurance against liabilities asserted against and expenses incurred by the persons described in the paragraph above in connection with their activities, whether or not they would have the power to indemnify such person against such liabilities under the provisions described in the paragraph above. Each general partner has purchased insurance, the cost of which is reimbursed by Sunoco Logistics Partners L.P., covering its officers and directors against liabilities asserted and expenses incurred in connection with their activities as officers and directors of the general partner or any of its direct or indirect subsidiaries.

Any underwriting agreement entered into in connection with the sale of the securities offered pursuant to this registration statement will provide for indemnification of officers and directors of the applicable general partner, including liabilities under the Securities Act.

ITEM 16. Exhibits and Financial Statement Schedules

(a) Exhibits. The following documents are filed as exhibits to this registration:

Exhibit Number			Exhibit Title

1.1	*	—	Form of Underwriting Agreement.

4.1		—	First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 3.2 of Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, File No. 1-31219, filed April 1, 2002).

4.2		—	Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 4.2 of Sunoco Logistics Partners L.P. Form S-8, File No. 1-31219, filed July 22, 2002).

4.3		—	First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners Operations L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 3.5 of Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, File No. 1-31219, filed April 1, 2002).

4.6		—	Form of certificate representing Common Units of Sunoco Logistics Partners L.P. (filed as Exhibit A to Appendix A to Sunoco Logistics Partners L.P.’s registration statement on Form S-1 (Registration No. 333-71968) and incorporated by reference herein).

4.7		—	Form of Senior Indenture.

4.8		—	Form of Subordinated Indenture.

5.1		—	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.

8.1		—	Opinion of Vinson & Elkins L.L.P. relating to tax matters.

12.1		—	Statement of Computation of Ratio of Earnings to Fixed Charges

23.1		—	Consent of Ernst & Young LLP, independent auditors.

23.2		—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

23.3		—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1 hereto).

24.1		—	Power of Attorney (included on the signature page to this Registration Statement).

25.1	*	—	Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture

25.2	*	—	Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.

99.1		—	Audited balance sheet of Sunoco Partners LLC (incorporated by reference to Exhibit 99.3 of Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, File No. 1-31219, filed March 7, 2003).

To be filed by a post-effective amendment to this registration statement or as an exhibit to a current report on Form 8-K.

(b) Financial Statement Schedules

No financial statement schedules are included herein. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, are inapplicable, or the information is included in the consolidated financial statements, and have therefore been omitted.

The following reports, opinions, and appraisals are included herein: None.

ITEM 17. Undertakings

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs I(a) and I(b) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

III. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of the Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the tenth day of March, 2003.

SUNOCO LOGISTICS PARTNERS L.P.

By:

SUNOCO PARTNERS LLC

its General Partner

By:		/s/ DEBORAH M. FRETZ
Name:		Deborah M. Fretz
Title:		President and Chief Executive Officer

SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

By:

SUNOCO LOGISTICS PARTNERS GP LLC

its General Partner

By:		/s/ DEBORAH M. FRETZ
Name:		Deborah M. Fretz
Title:		President and Chief Executive Officer

SUNOCO PARTNERS MARKETING & TERMINALS L.P.

By:

SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC

its General Partner

By:		/s/ DEBORAH M. FRETZ
Name:		Deborah M. Fretz
Title:		President

SUNOCO PIPELINE L.P.
By:		SUNOCO LOGISTICS PARTNERS OPERATIONS GP LLC
		its General Partner

By:		/s/ DEBORAH M. FRETZ
Name:		Deborah M. Fretz
Title:		President

POWER OF ATTORNEY

Each person whose signature appears below appoints Deborah M. Fretz and Colin A. Oerton, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorneys-in fact and agents or any of them or their or his or her substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date

/s/ DEBORAH M. FRETZ DEBORAH M. FRETZ	President, Chief Executive Officer and Director (Principal Executive Officer)	March 10, 2003

/s/ CYNTHIA A. ARCHER Cynthia A. Archer	Director	March 10, 2003

/s/ STEPHEN L. CROPPER Stephen L. Cropper	Director	March 10, 2003

/s/ MICHAEL H. R. DINGUS Michael H. R. Dingus	Director	March 10, 2003

/s/ JOHN G. DROSDICK John G. Drosdick	Director	March 10, 2003

/s/ GARY W. EDWARDS Gary W. Edwards	Director	March 10, 2003

/s/ BRUCE G. FISCHER Bruce G. Fischer	Director	March 10, 2003

/s/ THOMAS W. HOFMANN Thomas W. Hofmann	Director	March 10, 2003

/s/ SEAN P. MCGRATH Sean P. Mcgrath	Comptroller (Principal Accounting Officer)	March 10, 2003

/s/ COLIN A. OERTON Colin A. Oerton	Vice President and Chief Financial Officer (Principal Executive Officer)	March 10, 2003

Each person above holds his respective position at both Sunoco Partners LLC (the general partner of Sunoco Logistics Partners L.P.) and Sunoco Logistics Partners GP LLC (the general partner of Sunoco Logistics Partners Operations, L.P.). Sunoco Logistics Partners Operations L.P. owns all of the membership interests in Sunoco Logistics Partners Operations GP LLC and a 99.99% limited partner interest in each of Sunoco Partners Marketing and Terminals L.P. and Sunoco Pipeline L.P. Sunoco Logistics Partners Operations GP LLC owns a 0.01% general partner interest in both of these partnerships.

EXHIBIT INDEX

Number			Description of Exhibit

1.1	*	—	Form of Underwriting Agreement.

4.1		—	First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 3.2 of Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, File No. 1-31219, filed April 1, 2002).

4.2		—	Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 4.2 of Sunoco Logistics Partners L.P. Form S-8, File No. 1-31219, filed July 22, 2002).

4.3		—	First Amended and Restated Agreement of Limited Partnership of Sunoco Logistics Partners Operations L.P., dated as of February 8, 2002 (incorporated by reference to Exhibit 3.5 of Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, File No. 1-31219, filed April 1, 2002).

4.6		—	Form of certificate representing Common Units of Sunoco Logistics Partners L.P. (filed as Exhibit A to Appendix A to Sunoco Logistics Partners L.P.’s registration statement on Form S-1 (Registration No. 333-71968) and incorporated by reference herein).

4.7		—	Form of Senior Indenture.

4.8		—	Form of Subordinated Indenture.

5.1		—	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.

8.1		—	Opinion of Vinson & Elkins L.L.P. relating to tax matters.

12.1		—	Statement of Computation of Ratio of Earnings to Fixed Charges

23.1		—	Consent of Ernst & Young LLP, independent auditors

23.2		—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

23.3		—	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1 hereto).

24.1		—	Power of Attorney (included on the signature page to this Registration Statement).

25.1	*	—	Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture

25.2	*	—	Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.

99.1		—	Audited balance sheet of Sunoco Partners LLC (incorporated by reference to Exhibit 99.3 of Sunoco Logistics Partners L.P.’s Annual Report on Form 10-K, File No. 1-31219, filed March 7, 2003).

To be filed by a post-effective amendment to this registration statement or as an exhibit to a current report on Form 8-K.


                                                                     Exhibit 4.7

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



================================================================================
                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                   as Issuer,

                         SUNOCO LOGISTICS PARTNERS L.P.

                                  as Guarantor,







                   SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                       and

                              SUNOCO PIPELINE L.P.

                            as Subsidiary Guarantors,

                                       and

                             [--------------------],

                                   as Trustee

                                    INDENTURE

                            Dated as of ____________

                                 Debt Securities

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









                              CROSS-REFERENCE TABLE

TIA Section                                                  Indenture Section
310    (a) ................................................  7.10
       (b) ................................................  7.10
       (c) ................................................  N.A.
311    (a) ................................................  7.11
       (b) ................................................  7.11
       (c) ................................................  N.A.
312    (a) ................................................  5.01
       (b) ................................................  5.02
       (c) ................................................  5.02
313    (a) ................................................  5.03
       (b) ................................................  5.03
       (c) ................................................  13.03
       (d) ................................................  5.03
314    (a) ................................................  4.05
       (b) ................................................  N.A.
       (c)(1) .............................................  13.05
       (c)(2) .............................................  13.05
       (c)(3) .............................................  N.A.
       (d) ................................................  N.A.
       (e) ................................................  13.05
       (f) ................................................  N.A.
315    (a) ................................................  7.01
       (b) ................................................  6.07 & 13.03
       (c) ................................................  7.01
       (d) ................................................  7.01
       (e) ................................................  6.08
316    (a)(last sentence) .................................  1.01
       (a)(1)(A) ..........................................  6.06
       (a)(1)(B) ..........................................  6.06
       (a)(2) .............................................  9.01(d)
       (b) ................................................  6.04
       (c) ................................................  5.04
317    (a)(1) .............................................  6.02
       (a)(2) .............................................  6.02
       (b) ................................................  4.04
318    (a) ................................................  13.07

N.A. means Not Applicable
NOTE: This Cross-Reference table shall not, for any purpose, be deemed part
of this Indenture.

                                  i



                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions. ...............................................1
Section 1.02.     Other Definitions. .........................................7
Section 1.03.     Incorporation by Reference of Trust Indenture Act ..........7
Section 1.04.     Rules of Construction ......................................7

                                   ARTICLE II
                                DEBT SECURITIES

Section 2.01.     Forms Generally ............................................7
Section 2.02.     Form of Trustee's Certificate of Authentication ............8
Section 2.03.     Principal Amount; Issuable in Series .......................8
Section 2.04.     Execution of Debt Securities ..............................10
Section 2.05.     Authentication and Delivery of Debt Securities ............11
Section 2.06.     Denomination of Debt Securities ...........................12
Section 2.07.     Registration of Transfer and Exchange. ....................13
Section 2.08.     Temporary Debt Securities .................................14
Section 2.09.     Mutilated, Destroyed, Lost or Stolen Debt Securities ......15
Section 2.10.     Cancellation of Surrendered Debt Securities ...............15
Section 2.11.     Provisions of the Indenture and Debt Securities for
                  the Sole Benefit of the Parties and the Holders ...........16
Section 2.12.     Payment of Interest; Interest Rights Preserved. ...........16
Section 2.13.     Securities Denominated in Dollars .........................16
Section 2.14.     Wire Transfers ............................................16
Section 2.15.     Securities Issuable in the Form of a Global Security. .....17
Section 2.16.     Medium Term Securities ....................................19
Section 2.17.     Defaulted Interest ........................................20
Section 2.18.     CUSIP Numbers .............................................21

                                  ARTICLE III
                         REDEMPTION OF DEBT SECURITIES

Section 3.01.     Applicability of Article ..................................21
Section 3.02.     Notice of Redemption; Selection of Debt Securities ........21
Section 3.03.     Payment of Debt Securities Called for Redemption ..........23
Section 3.04.     Mandatory and Optional Sinking Funds ......................23
Section 3.05.     Redemption of Debt Securities for Sinking Fund ............24

                                   ARTICLE IV
                    PARTICULAR COVENANTS OF THE PARTNERSHIP

Section 4.01.     Payment of Principal of, and Premium, If Any, and
                  Interest on, Debt Securities ..............................25


                                      ii



Section 4.02.     Maintenance of Offices or Agencies for Registration
                  of Transfer, Exchange and Payment of Debt Securities ......25
Section 4.03.     Appointment to Fill a Vacancy in the Office of Trustee ....26
Section 4.04.     Duties of Paying Agents, etc ..............................26
Section 4.05.     SEC Reports; Financial Statements  ........................27
Section 4.06.     Compliance Certificate  ...................................28
Section 4.07.     Further Instruments and Acts ..............................28
Section 4.08.     Existence .................................................28
Section 4.09.     Maintenance of Properties .................................29
Section 4.10.     Payment of Taxes and Other Claims .........................29
Section 4.11.     Waiver of Certain Covenants ...............................29

                                   ARTICLE V
                   HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

Section 5.01.     Partnership to Furnish Trustee Information as to Names
                  and Addresses of Holders; Preservation of Information .....29
Section 5.02.     Communications to Holders .................................30
Section 5.03.     Reports by Trustee ........................................30
Section 5.04.     Record Dates for Action by Holders ........................31

                                   ARTICLE VI
            REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

Section 6.01.     Events of Default .........................................31
Section 6.02.     Collection of Debt by Trustee, etc. .......................33
Section 6.03.     Application of Moneys Collected by Trustee ................34
Section 6.04.     Limitation on Suits by Holders ............................35
Section 6.05.     Remedies Cumulative; Delay or Omission in Exercise of
                  Rights Not a Waiver of Default ............................36
Section 6.06.     Rights of Holders of Majority in Principal Amount of
                  Debt Securities to Direct Trustee and to Waive Default ....36
Section 6.07.     Trustee to Give Notice of Defaults Known to It, but
                  May Withhold Such Notice in Certain Circumstances .........37
Section 6.08.     Requirement of an Undertaking to Pay Costs in Certain
                  Suits under the Indenture or Against the Trustee ..........37

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

Section 7.01.     Certain Duties and Responsibilities .......................37
Section 7.02.     Certain Rights of Trustee .................................39
Section 7.03.     Trustee Not Liable for Recitals in Indenture or in
                  Debt Securities ...........................................40
Section 7.04.     Trustee, Paying Agent or Registrar May Own Debt
                  Securities ................................................40
Section 7.05.     Moneys Received by Trustee to Be Held in Trust ............40
Section 7.06.     Compensation and Reimbursement ............................40
Section 7.07.     Right of Trustee to Rely on an Officers' Certificate
                  Where No Other Evidence Specifically Prescribed ...........41
Section 7.08.     Separate Trustee; Replacement of Trustee ..................41

                                      iii



Section 7.09.     Successor Trustee by Merger ...............................43
Section 7.10.     Eligibility; Disqualification .............................43
Section 7.11.     Preferential Collection of Claims Against Partnership .....43
Section 7.12.     Compliance with Tax Laws ..................................43

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

Section 8.01.     Evidence of Action by Holders .............................44
Section 8.02.     Proof of Execution of Instruments and of Holding of
                  Debt Securities ...........................................44
Section 8.03.     Who May Be Deemed Owner of Debt Securities ................44
Section 8.04.     Instruments Executed by Holders Bind Future Holders .......44

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

Section 9.01.     Purposes for Which Supplemental Indenture May Be
                  Entered into Without Consent of Holders ...................45
Section 9.02.     Modification of Indenture with Consent of Holders of
                  Debt Securities ...........................................47
Section 9.03.     Effect of Supplemental Indentures .........................48
Section 9.04.     Debt Securities May Bear Notation of Changes by
                  Supplemental Indentures ...................................48

                                   ARTICLE X
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.    Consolidations and Mergers of the Partnership .............49
Section 10.02.    Rights and Duties of Successor Partnership ................49

                                   ARTICLE XI
                         SATISFACTION AND DISCHARGE OF
                    INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 11.01.    Applicability of Article ..................................50
Section 11.02.    Satisfaction and Discharge of Indenture; Defeasance  ......50
Section 11.03.    Conditions of Defeasance ..................................51
Section 11.04.    Application of Trust Money ................................52
Section 11.05.    Repayment to Partnership ..................................52
Section 11.06.    Indemnity for U.S. Government Obligations .................53
Section 11.07.    Reinstatement .............................................53

                                  ARTICLE XII
                                   [RESERVED]

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

Section 13.01.    Successors and Assigns of Partnership Bound by Indenture ..53
Section 13.02.    Acts of Board, Committee or Officer of Successor
                  Partnership Valid .........................................53
Section 13.03.    Required Notices or Demands ...............................53

                                    iv




Section 13.04.    Indenture and Debt Securities to Be Construed in
                  Accordance with the Laws of the State of New York .........55
Section 13.05.    Officers' Certificate and Opinion of Counsel to Be
                  Furnished upon Application or Demand by the Partnership ...55
Section 13.06.    Payments Due on Legal Holidays ............................55
Section 13.07.    Provisions Required by TIA to Control .....................55
Section 13.08.    Computation of Interest on Debt Securities ................56
Section 13.09.    Rules by Trustee, Paying Agent and Registrar ..............56
Section 13.10.    No Recourse Against Others ................................56
Section 13.11.    Severability ..............................................56
Section 13.12.    Effect of Headings ........................................56
Section 13.13.    Indenture May Be Executed in Counterparts .................56

                                  ARTICLE XIV
                                   GUARANTEE

Section 14.01.    Unconditional Guarantee. ..................................56
Section 14.02.    Execution and Delivery of Guarantee .......................58
Section 14.03.    Limitation on Liability of the Guarantor and the
                  Subsidiary Guarantors .....................................59
Section 14.04.    Release of Guarantor or Subsidiary Guarantors
                  from Guarantee. ...........................................59
Section 14.05.    Contribution ..............................................60



Notation of Guarantee               Annex A







                                      v




         THIS INDENTURE dated as of ___________ is among Sunoco Logistics
Partners Operations L.P., a Delaware limited partnership (the "Partnership"),
Sunoco Logistics Partners L.P., a Delaware limited partnership (the
"Guarantor"), Sunoco Partners Marketing & Terminals L.P., a Delaware limited
partnership ("Marketing L.P."), Sunoco Pipeline L.P., a Delaware limited
partnership ("Pipeline L.P.", together with Marketing L.P., the "Subsidiary
Guarantors"), and [__________________], a __________________, as trustee (the
"Trustee").

    RECITALS OF THE PARTNERSHIP, THE GUARANTOR AND THE SUBSIDIARY GUARANTORS

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

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH

         That in order to declare the terms and conditions upon which the Debt
Securities are authenticated, issued and delivered, and in consideration of the
premises, and of the purchase and acceptance of the Debt Securities by the
holders thereof, the Partnership and the Trustee covenant and agree with each
other, for the benefit of the respective Holders from time to time of the Debt
Securities or any series thereof, as follows:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

         "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. The Trustee may request and may conclusively rely upon an Officers'
Certificate to determine whether any Person is an Affiliate of any specified
Person.






         "Agent" means any Registrar or paying agent.

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

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

         "Business Day" means any day other than a Legal Holiday.

         "capital stock" of any Person means and includes any and all shares,
rights to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership and joint venture interests) of such Person (excluding any debt
securities that are convertible into, or exchangeable for, such equity).

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

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

         "Debt Security" or "Debt Securities" has the meaning stated in the
first recital of this Indenture and more particularly means any debt security or
debt securities, as the case may be, of any series authenticated and delivered
under this Indenture.

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

         "Depositary" means, unless otherwise specified by the Partnership
pursuant to either Section 2.03 or 2.15, with respect to Debt Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.

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

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

         "Floating Rate Security" means a Debt Security that provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 2.03.



                                       2



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

         "General Partner" means Sunoco Logistics Partners GP LLC, a Delaware
limited liability company, and its successors as general partner of the
Partnership.

         "Global Security" means with respect to any series of Debt Securities
issued hereunder, a Debt Security which is executed by the Partnership and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and any
Indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest.

         "guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt or other obligation of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (b) entered into for purposes of
assuring in any other manner the obligee of such Debt or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided, however, that the term "guarantee" shall not
include endorsements for collection or deposit in the ordinary course of
business. The term "guarantee" used as a verb has a corresponding meaning.

         "Guarantor" means the Person named as the "Guarantor" 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
"Guarantor" shall mean such successor Person.

         "Holder," "Holder of Debt Securities" or other similar terms means, a
Person in whose name a Debt Security is registered in the Debt Security Register
(as defined in Section 2.07(a)).

         "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented and
shall include the form and terms of particular series of Debt Securities as
contemplated hereunder, whether or not a supplemental Indenture is entered into
with respect thereto.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, New York or at a Place of Payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment,



                                       3



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

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

         "Officer" means, with respect to a Person, the Chief Executive Officer,
the President, any Vice President, the Treasurer, any Assistant Treasurer,
Controller, Secretary, Assistant Secretary or any Assistant Vice President of
such Person.

         "Officers' Certificate" means a certificate signed by two Officers of
the General Partner, one of whom must be the chief executive officer, chief
financial officer or chief accounting officer.

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

         "Original Issue Discount Debt Security" means any Debt Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

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

         (a)      Debt Securities of that series theretofore canceled by the
                  Trustee or delivered to the Trustee for cancellation;

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

         (c)      Debt Securities of that series which have been paid pursuant
                  to Section 2.09 or in exchange for or in lieu of which other
                  Debt Securities have been authenticated and delivered pursuant
                  to this Indenture, other than any such Debt Securities in
                  respect of which there shall have been presented to the
                  Trustee proof satisfactory to it that such Debt Securities are
                  held by a bona fide purchaser in whose hands such Debt
                  Securities are valid obligations of the Partnership;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization,



                                       4



direction, notice, consent or waiver hereunder, Debt Securities owned by the
Partnership or any other obligor upon the Debt 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 Debt Securities which an officer of the Trustee
actually knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the
Partnership or any other obligor upon the Debt Securities or an Affiliate of the
Partnership or of such other obligor. In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 6.01.

         "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" and "Partnership Order" means, respectively, a
written request or order signed in the name of the Partnership by the Chairman
of the Board, the President or a Vice President of the General Partner, and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant 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 others
holding positions comparable to those of the foregoing nature, as applicable.

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

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

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended, and any
successor statute.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).


                                       5



         "Subsidiary" of any Person means:

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

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

         "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this instrument until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Subsidiary Guarantors" shall mean
such successor Person or Persons, and any other Subsidiary of the Partnership
who may execute this Indenture, or a supplement thereto, for the purpose of
providing a Guarantee of Debt Securities pursuant to this Indenture.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
(S)77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

         "Trustee" initially means [____________________] and any other Person
or Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

         "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "U.S. Government Obligations" means direct obligations of the United
States of America, obligations on which the payment of principal and interest is
fully guaranteed by the United States of America or obligations or guarantees
for the payment of which the full faith and credit of the United States of
America is pledged.

         "Yield to Maturity" means the yield to maturity, calculated at the time
of issuance of a series of Debt Securities, or, if applicable, at the most
recent redetermination of interest on such series and calculated in accordance
with accepted financial practice.


                                       6



       Section 1.02. Other Definitions.

       Term                                                 Defined in Section
       ---------------------------------------------------  ------------------
       "Debt Security Register" .......................         2.07
       "Defaulted Interest" ...........................         2.17
       "Event of Default" .............................         6.01
       "Funding Guarantor" ............................        14.05
       "Guarantee" ....................................        14.01
       "Place of Payment" .............................         2.03
       "Registrar" ....................................         2.07
       "Successor Partnership" ........................        10.01

       Section 1.03. Incorporation by Reference of Trust Indenture Act.

       Whenever this Indenture refers to a provision of the TIA, the provision
 is incorporated by reference in and made a part of this Indenture.

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

       Section 1.04. Rules of Construction.

       Unless the context otherwise requires:

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

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

       (c) "or" is not exclusive;

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

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

       (f) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                 ARTICLE II
                               DEBT SECURITIES

       Section 2.01. Forms Generally.

       The Debt Securities of each series shall be in substantially the form
established without the approval of any Holder by or pursuant to a resolution of
the Board of Directors or in one or more Indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have



                                       7



such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Partnership may deem appropriate (and, if not
contained in a supplemental Indenture entered into in accordance with Article
IX, as are not prohibited by the provisions of this Indenture) or as may be
required or appropriate to comply with any law or with any rules made pursuant
thereto or with any rules of any securities exchange on which such series of
Debt Securities may be listed, or to conform to general usage, or as may,
consistently herewith, be determined by the officers executing such Debt
Securities as evidenced by their execution of the Debt Securities.

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

     Section 2.02. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication on all Debt Securities
authenticated by the Trustee shall be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                       [__________________],
                                                       As Trustee


                                                       By: ____________________
                                                           Authorized Signatory

     Section 2.03. Principal Amount; Issuable in Series.


     The aggregate principal amount of Debt Securities which may be issued,
executed, authenticated, delivered and outstanding under this Indenture is
unlimited.

     The Debt Securities may be issued in one or more series in fully registered
form. There shall be established, without the approval of any Holders, in or
pursuant to a resolution of the Board of Directors and set forth in an Officers'
Certificate, or established in one or more Indentures supplemental hereto, prior
to the issuance of Debt Securities of any series any or all of the following:

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

     (b) any limit upon the aggregate principal amount of the Debt Securities of
the series which may be authenticated and delivered under this Indenture (except
for Debt Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debt Securities of the series
pursuant to this Article II);



                                       8



         (c) the date or dates on which the principal and premium, if any, of
the Debt Securities of the series are payable;

         (d) the rate or rates (which may be fixed or variable) at which the
Debt Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable; and the basis
upon which interest will be calculated if other than that of a 360-day year of
twelve thirty-day months;

         (e) the place or places, if any, in addition to or instead of the
corporate trust office of the Trustee, where the principal of, and premium, if
any, and interest on, Debt Securities of the series shall be payable ("Place of
Payment");

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

         (g) whether Debt Securities of the series are entitled to the benefits
of any Guarantee of any Subsidiary Guarantors pursuant to this Indenture;

         (h) the obligation, if any, of the Partnership to redeem, purchase or
repay Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof, and the price or prices at
which and the period or periods within which and the terms and conditions upon
which Debt Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligations;

         (i) the terms, if any, upon which the Debt Securities of the series may
be convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or warrants for capital stock or Debt
or other securities of any kind of the Partnership or any other obligor and the
terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein;

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

         (k) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

         (l) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined);



                                       9



         (m) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);

         (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

         (o) the terms, if any, of the transfer, mortgage, pledge or assignment
as security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the TIA are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

         (p) any addition to or change in the Events of Default with respect to
the Debt Securities of the series and any change in the right of the Trustee or
the Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

         (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in
addition to or in lieu of the legend referred to in Section 2.15(a);

         (r) any trustees, authenticating or paying agents, transfer agents or
registrars;

         (s) the applicability of, and any addition to or change in the
covenants and definitions currently set forth in this Indenture or in the terms
currently set forth in Article X, including conditioning any merger, conveyance,
transfer or lease permitted by Article X upon the satisfaction of any Debt
coverage standard by the Partnership and Successor Partnership (as defined in
Article X);

         (t) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

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

         All Debt Securities of any one series appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and as set
forth in such Officers' Certificate or in any such Indenture supplemental
hereto.

         Section 2.04. Execution of Debt Securities.

         The Debt Securities shall be signed on behalf of the Partnership by the
Chief Executive Officer, the President or a Vice President of the Partnership
and, if the seal of the Partnership is reproduced thereon, it shall be attested
by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer.
Such signatures upon the Debt Securities may be the manual or facsimile



                                       10



signatures of the present or any future such authorized officers and may be
imprinted or otherwise reproduced on the Debt Securities. The seal of the
Partnership, if any, may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.

         Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the Partnership shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder.

         In case any officer of the Partnership who shall have signed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Partnership, such Debt Securities nevertheless may be authenticated
and delivered or disposed of as though the Person who signed such Debt
Securities had not ceased to be such officer of the Partnership; and any Debt
Security may be signed on behalf of the Partnership by such Persons as, at the
actual date of the execution of such Debt Security, shall be the proper officers
of the Partnership, although at the date of such Debt Security or of the
execution of this Indenture any such Person was not such officer.

         Section 2.05. Authentication and Delivery of Debt Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Partnership may deliver Debt Securities of any series
executed by the Partnership to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Debt Securities to or upon a
Partnership Order. In authenticating such Debt Securities, and accepting the
additional responsibilities under this Indenture in relation to such Debt
Securities, the Trustee shall be entitled to receive, and (subject to Section
7.01) shall be fully protected in relying upon:

         (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the General Partner,
authorizing the terms of issuance of any series of Debt Securities;

         (b) an executed supplemental Indenture, if any;

         (c) an Officers' Certificate; and

         (d) an Opinion of Counsel prepared in accordance with Section 13.05
which shall also state:

               (i) that the form of such Debt Securities has been established by
          or pursuant to a resolution of the Board of Directors or by a
          supplemental Indenture as permitted by Section 2.01 in conformity with
          the provisions of this Indenture;

               (ii) that the terms of such Debt Securities have been established
          by or pursuant to a resolution of the Board of Directors or by a
          supplemental Indenture as permitted by Section 2.03 in conformity with
          the provisions of this Indenture;



                                       11



               (iii) that such Debt Securities, when authenticated and delivered
          by the Trustee and issued by the Partnership in the manner and subject
          to any conditions specified in such Opinion of Counsel, will
          constitute valid and legally binding obligations of the Partnership,
          enforceable in accordance with their terms except as the
          enforceability thereof may be limited by bankruptcy, insolvency or
          similar laws affecting the enforcement of creditors' rights generally
          and rights of acceleration and the availability of equitable remedies
          may be limited by equitable principles of general applicability;

               (iv) that the Partnership has the partnership power to issue such
          Debt Securities and has duly taken all necessary partnership action
          with respect to such issuance;

               (v) that the issuance of such Debt Securities will not contravene
          the organizational documents of the Partnership or result in any
          material violation of any of the terms or provisions of any law or
          regulation or of any material indenture, mortgage or other agreement
          known to such counsel by which the Partnership is bound;

               (vi) that authentication and delivery of such Debt Securities and
          the execution and delivery of any supplemental Indenture will not
          violate the terms of this Indenture; and

               (vii) such other matters as the Trustee may reasonably request.

         Such Opinion of Counsel need express no opinion as to whether a court
in the United States would render a money judgment in a currency other than that
of the United States.

         The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or vice presidents (or any combination
thereof) shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Partnership to authenticate Debt Securities of any series. Unless limited
by the terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.

         Unless otherwise provided in the form of Debt Security for any series,
each Debt Security shall be dated the date of its authentication.

         Section 2.06. Denomination of Debt Securities.

         Unless otherwise provided in the form of Debt Security for any series,
the Debt Securities of each series shall be issuable only as fully registered
Debt Securities in such Dollar denominations as shall be specified or
contemplated by Section 2.03. In the absence of any such


                                       12



specification with respect to the Debt Securities of any series, the Debt
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

         Section 2.07. Registration of Transfer and Exchange.

         (a) The Partnership shall keep or cause to be kept a register for each
series of Debt Securities issued hereunder (hereinafter collectively referred to
as the "Debt Security Register"), in which, subject to such reasonable
regulations as it may prescribe, the Partnership shall provide for the
registration of all Debt Securities and the transfer of Debt Securities as in
this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Partnership in accordance with the provisions of
Section 4.02, the Partnership shall execute and the Trustee shall authenticate
and deliver in the name of the transferee or transferees a new Debt Security or
Debt Securities of authorized denominations for a like aggregate principal
amount. In no event may Debt Securities be issued as, or exchanged for, bearer
securities.

         Unless and until otherwise determined by the Partnership by resolution
of the Board of Directors, the register of the Partnership for the purpose of
registration, exchange or registration of transfer of the Debt Securities shall
be kept at the principal corporate trust office of the Trustee and, for this
purpose, the Trustee shall be designated "Registrar."

         Debt Securities of any series (other than a Global Security, except as
set forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Partnership as provided in Section 4.02, and
the Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Debt Security or Debt Securities which the Holder making
the exchange shall be entitled to receive.

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

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

         No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Partnership may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Partnership's own expense or without expense or without charge to the Holders.

         The Partnership shall not be required (i) to issue, register the
transfer of or exchange any Debt Securities for a period of 15 days next
preceding any mailing of notice of redemption of



                                       13



Debt Securities of such series or (ii) to register the transfer of or exchange
any Debt Securities selected, called or being called for redemption.

     Prior to the due presentation for registration of transfer of any Debt
Security, the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any paying agent or any Registrar may deem and treat the Person in
whose name a Debt Security is registered as the absolute owner of such Debt
Security for the purpose of receiving payment of or on account of the principal
of, and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security and for all other purposes whatsoever, whether or not such Debt
Security is overdue, and none of the Partnership, the Guarantor, the Subsidiary
Guarantors, the Trustee, any paying agent or any Registrar shall be affected by
notice to the contrary.

         None of the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any agent of the Trustee, any paying agent or any Registrar 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 2.08. Temporary Debt Securities.

     Pending the preparation of definitive Debt Securities of any series, the
Partnership may execute and the Trustee shall authenticate and deliver temporary
Debt Securities (printed, lithographed, photocopied, typewritten or
otherwiseproduced) of any authorized denomination, and substantially in the form
of the definitive Debt Securities in lieu of which they are issued, in
registered form with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as may be determined by the
Partnership with the concurrence of the Trustee. Temporary Debt Securities may
contain such reference to any provisions of this Indenture as may be
appropriate. Every temporary Debt Security shall be executed by the Partnership
and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Debt
Securities.

     If temporary Debt Securities of any series are issued, the Partnership will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Partnership at a Place
of Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

     Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the

                                       14



reduction of the principal amount evidenced thereby, whereupon the principal
amount of such temporary Global Security shall be reduced for all purposes by
the amount to be exchanged and endorsed.

         Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities.

     If (a) any mutilated Debt Security is surrendered to the Trustee at its
corporate trust office or (b) the Partnership and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security,
and there is delivered to the Partnership and the Trustee such security or
indemnity as may be required by them to save each of them and any paying agent
harmless, and neither the Partnership nor the Trustee receives notice that such
Debt Security has been acquired by a bona fide purchaser, then the Partnership
shall execute and, upon a Partnership Order, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Debt Security, a new Debt Security of the same series of like tenor,
form, terms and principal amount, bearing a number not contemporaneously
Outstanding. Upon the issuance of any substituted Debt Security, the Partnership
may require the payment of a sum sufficient to cover any tax, fee, assessment or
other governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt which has matured or is about to
mature or which has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Partnership may, instead of issuing a substituted
Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish the Partnership and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however
remote, and, in case of destruction, loss or theft, evidence to the satisfaction
of the Partnership and the Trustee of the destruction, loss or theft of such
Debt Security and of the ownership thereof.

     Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Partnership, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 2.10. Cancellation of Surrendered Debt Securities.

     All Debt Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to the Partnership or any paying
agent or a Registrar, be delivered to the Trustee for cancellation by it, or if
surrendered to the Trustee, shall be canceled by it, and no Debt Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. All canceled Debt Securities held by the Trustee
shall be destroyed (subject to the record retention requirements of the Exchange
Act) and certification of their

                                       15



destruction delivered to the Partnership, unless otherwise directed. On request
of the Partnership, the Trustee shall deliver to the Partnership canceled Debt
Securities held by the Trustee. If the Partnership shall acquire any of the Debt
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the Debt represented thereby unless and until the same are
delivered or surrendered to the Trustee for cancellation. The Partnership may
not issue new Debt Securities to replace Debt Securities it has redeemed, paid
or delivered to the Trustee for cancellation.

         Section 2.11. Provisions of the Indenture and Debt Securities for the
Sole Benefit of the Parties and the Holders.

     Nothing in this Indenture or in the Debt Securities, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto,
the Holders or any Registrar or paying agent, any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all its covenants, conditions and
provisions being for the sole benefit of the parties hereto, the Holders and any
Registrar and paying agents.

         Section 2.12. Payment of Interest; Interest Rights Preserved.

         (a) Interest on any Debt Security that is payable and is punctually
paid or duly provided for on any interest payment date shall be paid to the
Person in whose name such Debt Security is registered at the close of business
on the regular record date for such interest notwithstanding the cancellation of
such Debt Security upon any transfer or exchange subsequent to the regular
record date. Payment of interest on Debt Securities shall be made at the
corporate trust office of the Trustee (except as otherwise specified pursuant to
Section 2.03), or at the option of the Partnership, by check mailed to the
address of the Person entitled thereto as such address shall appear in the Debt
Security Register or, if provided pursuant to Section 2.03 and in accordance
with arrangements satisfactory to the Trustee, at the option of the Holder by
wire transfer to an account designated by the Holder.

         (b) Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

         Section 2.13. Securities Denominated in Dollars.

     Except as otherwise specified pursuant to Section 2.03 for Debt Securities
of any series, payment of the principal of, and premium, if any, and interest
on, Debt Securities of such series will be made in Dollars.

         Section 2.14. Wire Transfers.

     Notwithstanding any other provision to the contrary in this Indenture, the
Partnership may make any payment of moneys required to be deposited with the
Trustee on account of principal of, or premium, if any, or interest on, the Debt
Securities (whether pursuant to optional or mandatory redemption payments,
interest payments or otherwise) by wire transfer in

                                       16



immediately available funds to an account designated by the Trustee before 11:00
a.m., New York City time, on the date such moneys are to be paid to the Holders
of the Debt Securities in accordance with the terms hereof.

         Section 2.15. Securities Issuable in the Form of a Global Security.

         (a) If the Partnership shall establish pursuant to Sections 2.01 and
2.03 that the Debt Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Partnership
shall execute and the Trustee or its agent shall, in accordance with Section
2.05, authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Partnership shall specify in an Officers' Certificate, shall be registered
in the name of the Depositary for such Global Security or Securities or its
nominee, shall be delivered by the Trustee or its agent to the Depositary or
pursuant to the Depositary's instruction and shall bear a legend substantially
to the following effect:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
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.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN,"

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

         (b) Notwithstanding any other provision of this Section 2.15 or of
Section 2.07 to the contrary, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Debt Securities in
registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a


                                       17



successor Depositary for such Global Security selected or approved by the
Partnership, or to a nominee of such successor Depositary.

         (c)(i) If at any time the Depositary for a Global Security or
         Securities notifies the Partnership that it is unwilling or unable to
         continue as Depositary for such Global Security or Securities or if at
         any time the Depositary for the Debt Securities for such series shall
         no longer be eligible or in good standing under the Exchange Act or
         other applicable statute, rule or regulation, the Partnership shall
         appoint a successor Depositary with respect to such Global Security or
         Securities. If a successor Depositary for such Global Security or
         Securities is not appointed by the Partnership within 90 days after the
         Partnership receives such notice or becomes aware of such
         ineligibility, the Partnership shall execute, and the Trustee or its
         agent, upon receipt of a Partnership Order for the authentication and
         delivery of such individual Debt Securities of such series in exchange
         for such Global Security, will authenticate and deliver, individual
         Debt Securities of such series of like tenor and terms in definitive
         form in an aggregate principal amount equal to the principal amount of
         the Global Security in exchange for such Global Security or Securities.

         (ii) The Partnership may at any time and in its sole discretion
         determine that the Debt Securities of any series or portion thereof
         issued or issuable in the form of one or more Global Securities shall
         no longer be represented by such Global Security or Securities. In such
         event the Partnership will execute, and the Trustee, upon receipt of a
         Partnership Order for the authentication and delivery of individual
         Debt Securities of such series in exchange in whole or in part for such
         Global Security, will authenticate and deliver individual Debt
         Securities of such series of like tenor and terms in definitive form in
         an aggregate principal amount equal to the principal amount of such
         series or portion thereof in exchange for such Global Security or
         Securities.

         (iii) If specified by the Partnership pursuant to Sections 2.01 and
         2.03 with respect to Debt Securities issued or issuable in the form of
         a Global Security, the Depositary for such Global Security may
         surrender such Global Security in exchange in whole or in part for
         individual Debt Securities of such series of like tenor and terms in
         definitive form on such terms as are acceptable to the Partnership, the
         Trustee and such Depositary. Thereupon the Partnership shall execute,
         and the Trustee or its agent upon receipt of a Partnership Order for
         the authentication and delivery of definitive Debt Securities of such
         series shall authenticate and deliver, without service charge, to each
         Person specified by such Depositary a new Debt Security or Securities
         of the same series of like tenor and terms and of any authorized
         denomination as requested by such Person in aggregate principal amount
         equal to and in exchange for such Person's beneficial interest in the
         Global Security; and to such Depositary a new Global Security of like
         tenor and terms and in an authorized denomination equal to the
         difference, if any, between the principal amount of the surrendered
         Global Security and the aggregate principal amount of Debt Securities
         delivered to Holders thereof.

         (iv) In any exchange provided for in any of the preceding three
         paragraphs, the Partnership will execute and the Trustee or its agent
         will authenticate and deliver individual Debt Securities. Upon the
         exchange of the entire principal amount of a Global



                                       18



         Security for individual Debt Securities, such Global Security shall be
         canceled by the Trustee or its agent. Except as provided in the
         preceding paragraph, Debt Securities issued in exchange for a Global
         Security pursuant to this Section 2.15 shall be registered in such
         names and in such authorized denominations as the Depositary for such
         Global Security, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee or the Registrar.
         The Trustee or the Registrar shall deliver such Debt Securities to the
         Persons in whose names such Debt Securities are so registered.

         (v) Payments in respect of the principal of and interest on any Debt
         Securities registered in the name of the Depositary or its nominee will
         be payable to the Depositary or such nominee in its capacity as the
         registered owner of such Global Security. The Partnership and the
         Trustee may treat the Person in whose name the Debt Securities,
         including the Global Security, are registered as the owner thereof for
         the purpose of receiving such payments and for any and all other
         purposes whatsoever. None of the Partnership, the Trustee, any
         Registrar, the paying agent or 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 the beneficial
         ownership interests of the Global Security by the Depositary or its
         nominee or any of the Depositary's direct or indirect participants, or
         for maintaining, supervising or reviewing any records of the
         Depositary, its nominee or any of its direct or indirect participants
         relating to the beneficial ownership interests of the Global Security,
         the payments to the beneficial owners of the Global Security of amounts
         paid to the Depositary or its nominee, or any other matter relating to
         the actions and practices of the Depositary, its nominee or any of its
         direct or indirect participants. None of the Partnership, the Trustee
         or any such agent will be liable for any delay by the Depositary, its
         nominee, or any of its direct or indirect participants in identifying
         the beneficial owners of the Debt Securities, and the Partnership and
         the Trustee may conclusively rely on, and will be protected in relying
         on, instructions from the Depositary or its nominee for all purposes
         (including with respect to the registration and delivery, and the
         respective principal amounts, of the Debt Securities to be issued).

         Section 2.16. Medium Term Securities.


     Notwithstanding any contrary provision herein, if all Debt Securities of a
series are not to be originally issued at one time, it shall not be necessary
for the Partnership to deliver to the Trustee an Officers' Certificate,
resolutions of the Board of Directors, supplemental Indenture, Opinion of
Counsel or written order or any other document otherwise required pursuant to
Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of
each Debt Security of such series if such documents are delivered to the Trustee
or its agent at or prior to the authentication upon original issuance of the
first such Debt Security of such series to be issued; provided, that any
subsequent request by the Partnership to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute a
representation and warranty by the Partnership that, as of the date of such
request, the statements made in the Officers' Certificate delivered pursuant to
Section 2.05 or 13.05 shall be true and correct as if made on such date and that
the Opinion of Counsel delivered at or prior to such time of authentication of
an original issuance of Debt Securities shall specifically state that it shall
relate to all subsequent issuances of Debt


                                       19



Securities of such series that are identical to the Debt Securities issued in
the first issuance of Debt Securities of such series.

     A Partnership Order delivered by the Partnership to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order (any such
telephonic instructions to be promptly confirmed in writing by such Person) and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental Indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
Indenture or such resolution.

     Section 2.17. Defaulted Interest.

     Any interest on any Debt Security of a particular series which is payable,
but is not punctually paid or duly provided for, on the dates and in the manner
provided in the Debt Securities of such series and in this Indenture (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
thereof on the relevant 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 (i) or (ii) below:

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



                                       20



               (ii) The Partnership may make payment of any Defaulted Interest
          on the Debt Securities of such series in any other lawful manner not
          inconsistent with the requirements of any securities exchange on which
          the Debt Securities of such series may be listed, 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.

          Section 2.18. CUSIP Numbers.

          The Partnership in issuing the Debt Securities may use "CUSIP" numbers
     (if then generally in use), and, if so, the Trustee shall use "CUSIP"
     numbers in notices of redemption as a convenience to Holders; provided that
     any such notice may state that no representation is made as to the accuracy
     of such numbers either as printed on the Debt 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 Debt Securities, and any such
     redemption shall not be affected by any defect in or omission of such
     numbers. The Partnership will promptly notify the Trustee in writing of any
     change in the "CUSIP" numbers.

                                  ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

          Section 3.01. Applicability of Article.

          The provisions of this Article shall be applicable to the Debt
     Securities of any series which are redeemable before their Stated Maturity
     except as otherwise specified as contemplated by Section 2.03 for Debt
     Securities of such series.

          Section 3.02. Notice of Redemption; Selection of Debt Securities.

          In case the Partnership shall desire to exercise the right to redeem
     all or, as the case may be, any part of the Debt Securities of any series
     in accordance with their terms, by resolution of the Board of Directors or
     a supplemental Indenture, the Partnership shall fix a date for redemption
     and shall give notice of such redemption at least 30 and not more than 60
     days prior to the date fixed for redemption to the Holders of Debt
     Securities of such series so to be redeemed as a whole or in part, in the
     manner provided in Section 13.03. The notice if given in the manner herein
     provided shall be conclusively presumed to have been duly given, whether or
     not the Holder receives such notice. In any case, failure to give such
     notice or any defect in the notice to the Holder of any Debt Security of a
     series designated for redemption as a whole or in part shall not affect the
     validity of the proceedings for the redemption of any other Debt Security
     of such series.

          Each such notice of redemption shall specify the date fixed for
     redemption, the redemption price at which Debt Securities of such series
     are to be redeemed (or the method of calculating such redemption price),
     the Place or Places of Payment that payment will be made upon presentation
     and surrender of such Debt Securities, that any interest accrued to the
     date fixed for redemption will be paid as specified in said notice, that
     the redemption is for a sinking fund payment (if applicable), that, unless
     otherwise specified in such notice, that, if the Partnership defaults in
     making such redemption payment, the paying agent is prohibited from


                                       21



making such payment pursuant to the terms of this Indenture, that on and after
said date any interest thereon or on the portions thereof to be redeemed will
cease to accrue, that in the case of Original Issue Discount Securities original
issue discount accrued after the date fixed for redemption will cease to accrue,
the terms of the Debt Securities of that series pursuant to which the Debt
Securities of that series are being redeemed and that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Debt Securities of that series. If less than all the
Debt Securities of a series are to be redeemed the notice of redemption shall
specify the certificate numbers of the Debt Securities of that series to be
redeemed. In case any Debt Security of a series is to be redeemed in part only,
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Debt Security, a new Debt Security or Debt Securities of
that series in principal amount equal to the unredeemed portion thereof, will be
issued.

         At least 45 days but not more than 60 days before the Redemption Date
unless the Trustee consents to a shorter period, the Partnership shall give
written notice to the Trustee of the Redemption Date, the principal amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Partnership to
the effect that such redemption will comply with the conditions herein. If fewer
than all the Debt Securities of a series are to be redeemed, the record date
relating to such redemption shall be selected by the Partnership and given in
writing to the Trustee, which record date shall be not less than 15 days after
the date of notice to the Trustee.

         By 11 a.m., New York City time, on the Redemption Date for any Debt
Securities, 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) an amount of money in Dollars (except as provided pursuant to
Section 2.03) sufficient to pay the redemption price of such Debt Securities or
any portions thereof that are to be redeemed on that date, together with any
interest accrued to the Redemption Date.

         If less than all the Debt Securities of like tenor and terms of a
series are to be redeemed, the Trustee shall select, on a pro rata basis, by lot
or by such other method as in its sole discretion it shall deem appropriate and
fair, the Debt Securities of that series or portions thereof (in multiples of
$1,000) to be redeemed. In any case where more than one Debt Security of such
series is registered in the same name, the Trustee in its discretion may treat
the aggregate principal amount so registered as if it were represented by one
Debt Security of such series. The Trustee shall promptly notify the Partnership
in writing of the Debt Securities selected for redemption and, in the case of
any Debt Securities selected for partial redemption, the principal amount
thereof to be redeemed. If any Debt Security called for redemption shall not be
so paid upon surrender thereof on such Redemption Date, the principal, premium,
if any, and interest shall bear interest until paid from the Redemption Date at
the rate borne by the Debt Securities of that series. If less than all the Debt
Securities of unlike tenor and terms of a series are to be redeemed, the
particular Debt Securities to be redeemed shall be selected by the Partnership.
Provisions of this Indenture that apply to Debt Securities called for redemption
also apply to portions of Debt Securities called for redemption.


                                       22



     Section 3.03. Payment of Debt Securities Called for Redemption.

     If notice of redemption has been given as provided in Section 3.02, the
Debt Securities or portions of Debt Securities of the series with respect to
which such notice has been given shall become due and payable on the date and at
the Place or Places of Payment stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for
redemption, and on and after said date (unless the Partnership shall default in
the payment of such Debt Securities at the applicable redemption price, together
with any interest accrued to said date) any interest on the Debt Securities or
portions of Debt Securities of any series so called for redemption shall cease
to accrue, any original issue discount in the case of Original Issue Discount
Securities shall cease to accrue. On presentation and surrender of such Debt
Securities at the Place or Places of Payment in said notice specified, the said
Debt Securities or the specified portions thereof shall be paid and redeemed by
the Partnership at the applicable redemption price, together with any interest
accrued thereon to the date fixed for redemption.

     Any Debt Security that is to be redeemed only in part shall be surrendered
at the corporate trust office or such other office or agency of the Partnership
as is specified pursuant to Section 2.03 with, if the Partnership, the Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Partnership, the Registrar 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 Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so
surrendered, the Partnership shall execute, and the Trustee shall authenticate
and deliver to the Depositary for such Global Security, without service charge,
a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.

     Section 3.04. Mandatory and Optional Sinking Funds.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series, resolution of the Board of Directors or a
supplemental Indenture is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series, resolution of the Board of Directors or
a supplemental Indenture is herein referred to as an "optional sinking fund
payment."

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Partnership may at
its option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Partnership or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Partnership pursuant to the terms of such Debt
Securities or


                                       23



through the application of permitted optional sinking fund payments pursuant to
the terms of such Debt Securities, resolution or supplemental Indenture;
provided, that such Debt Securities have not been previously so credited. Such
Debt Securities shall be received and credited for such purpose by the Trustee
at the redemption price specified in such Debt Securities, resolution or
supplemental Indenture for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.

     Section 3.05. Redemption of Debt Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities, the Partnership will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, any resolution or
supplemental Indenture, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of that series pursuant to this Section
3.05 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Partnership intends to exercise its right to make
any permitted optional sinking fund payment with respect to such series. Such
certificate shall also state that no Event of Default has occurred and is
continuing with respect to such series. Such certificate shall be irrevocable
and upon its delivery the Partnership shall be obligated to make the cash
payment or payments therein referred to, if any, by 11 a.m., New York City time,
on the next succeeding sinking fund payment date. Failure of the Partnership to
deliver such certificate (or to deliver the Debt Securities specified in this
paragraph) shall not constitute a Default, but such failure shall require that
the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Partnership shall
so request) with respect to the Debt Securities of any particular series shall
be applied by the Trustee on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.


                                       24



         The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Partnership shall cause notice of the redemption thereof to
be given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

         The Trustee shall not redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Default or Event of Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.05.

                                   ARTICLE IV
                     PARTICULAR COVENANTS OF THE PARTNERSHIP

         Section 4.01. Payment of Principal of, and Premium, If Any, and
Interest on, Debt Securities.

         The Partnership, for the benefit of each series of Debt Securities,
will duly and punctually pay or cause to be paid the principal of, and premium,
if any, and interest on, each of the Debt Securities at the place, at the
respective times and in the manner provided herein or in the Debt Securities.
Each installment of interest on the Debt Securities may at the Partnership's
option be paid by mailing checks for such interest payable to the Person
entitled thereto pursuant to Section 2.07(a) to the address of such Person as it
appears on the Debt Security Register.

         Principal, premium and interest of Debt Securities of any series shall
be considered paid on the date due if, by 11 a.m., New York City time, on such
date the Trustee or any paying agent holds in accordance with this Indenture
money sufficient to pay all principal, premium and interest then due.

         The Partnership shall pay interest on overdue principal or premium, if
any, at the rate specified therefor in the Debt Securities and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.

         Section 4.02. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities.

                                       25



         The Partnership will maintain in each Place of Payment for any series
of Debt Securities an office or agency where Debt Securities of such series may
be presented or surrendered for payment, and it shall also maintain (in or
outside such Place of Payment) an office or agency where Debt Securities of such
series may be surrendered for transfer or exchange and where notices and demands
to or upon the Partnership in respect of the Debt Securities of such series and
this Indenture may be served. The Partnership will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Partnership shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
office of the Trustee where its corporate trust business is principally
administered in the United States, and the Partnership hereby appoints the
Trustee as its agent to receive all presentations, surrenders, notices and
demands.

         The Partnership may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Partnership of its obligations described in the preceding
paragraph. The Partnership will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

         Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee.

         The Partnership, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.08, a
Trustee, so that there shall at all times be a Trustee hereunder with respect to
each series of Debt Securities.

         Section 4.04. Duties of Paying Agents, etc.

         The Partnership shall cause each paying agent, if any, other than the
Trustee, to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 4.04,

               (i) that it will hold all sums held by it as such agent for the
          payment of the principal of, and premium, if any, or interest on, the
          Debt Securities of any series (whether such sums have been paid to it
          by the Partnership or by any other obligor on the Debt Securities of
          such series) in trust for the benefit of the Holders of the Debt
          Securities of such series;

               (ii) that it will give the Trustee notice of any failure by the
          Partnership (or by any other obligor on the Debt Securities of such
          series) to make any payment of the principal of, and premium, if any,
          or interest on, the Debt Securities of such series when the same shall
          be due and payable; and

               (iii) that it will at any time during the continuance of an Event
          of Default, upon the written request of the Trustee, forthwith pay to
          the Trustee all sums so held by it as such agent.

                                       26



         (b) If the Partnership shall act as its own paying agent, it will, on
or before each due date of the principal of, and premium, if any, or interest
on, the Debt Securities of any series, set aside, segregate and hold in trust
for the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Partnership will promptly notify the Trustee of any failure by the
Partnership to take such action or the failure by any other obligor on such Debt
Securities to make any payment of the principal of, and premium, if any, or
interest on, such Debt Securities when the same shall be due and payable.

         (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Partnership may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Partnership or such paying agent.

         (d) Whenever the Partnership shall have one or more paying agents with
respect to any series of Debt Securities, it will, prior to each due date of the
principal of, and premium, if any, or interest on, any Debt Securities of such
series, deposit with any such paying agent a sum sufficient to pay the
principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless any such paying agent
is the Trustee) the Partnership will promptly notify the Trustee of its action
or failure so to act.

         (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.

         Section 4.05. SEC Reports; Financial Statements.

         (a) The Partnership shall, so long as any of the Debt Securities are
Outstanding, file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Partnership is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Partnership
is not subject to the requirements of such Section 13 or 15(d), the Partnership
shall file with the Trustee, within 15 days after it would have been required to
file the same with the SEC, financial statements, including any notes thereto
(and with respect to annual reports, an auditors' report by a firm of
established national reputation), and a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," both comparable to that which
the Partnership would have been required to include in such annual reports,
information, documents or other reports if the Partnership had been subject to
the requirements of such Section 13 or 15(d). The Partnership shall also comply
with the provisions of TIA Section 314(a).

         (b) If the Partnership is required to furnish annual or quarterly
reports to its capital stockholders pursuant to the Exchange Act, the
Partnership shall, so long as any of the Debt Securities are outstanding, cause
any annual report furnished to its capital stockholders generally and any
quarterly or other financial reports furnished by it to its capital stockholders
generally to be filed with the Trustee and mailed to the Holders in the manner
and to the extent provided in Section 5.03.


                                       27



         (c) The Partnership shall provide the Trustee with a sufficient number
of copies of all reports and other documents and information that the Trustee
may be required to deliver to Holders under this Section.

         (d) The Partnership shall, so long as any of the Notes are Outstanding,
deliver to the Trustee, within 30 days of any Officer of the Partnership
becoming aware of the occurrence of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default and what
action the Partnership is taking or proposes to take with respect thereto.

         Section 4.06. Compliance Certificate.

         (a) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Partnership, an Officers' Certificate stating that a review
of the activities of the Partnership and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers of the
Partnership with a view to determining whether the Partnership has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Partnership has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Partnership is taking or proposes
to take with respect thereto) and that to the best of his knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of, or premium, if any, or interest, if any, on the Debt Securities
are prohibited or, if such event has occurred, a description of the event and
what action the Partnership is taking or proposes to take with respect thereto.

         (b) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee within 30 days after the occurrence of any
Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default, the status thereof and what action
the Partnership is taking or proposes to take with respect thereto.

         Section 4.07. Further Instruments and Acts.

         The Partnership will, upon request of the Trustee, execute and deliver
such further instruments and do such further acts as may reasonably be necessary
or proper to carry out more effectually the purposes of this Indenture.

         Section 4.08. Existence.

         Except as permitted by Article X hereof, the Partnership shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and all rights (charter and statutory) and franchises of
the Partnership, provided that the Partnership shall not be required to preserve
any such right or franchise, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Partnership.

                                       28



     Section 4.09. Maintenance of Properties.

     The Partnership shall cause all properties owned by the Partnership or any
of its Subsidiaries or used or held for use in the conduct of its business or
the business of any such Subsidiary to be maintained and kept in good condition,
repair and working order (reasonable wear and tear excepted) and supplied with
all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Partnership may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that nothing in this Section shall prevent the Partnership from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Partnership, desirable in the conduct
of its business or the business of any such Subsidiary and not disadvantageous
in any material respect to the Holders.

     Section 4.10. Payment of Taxes and Other Claims.

     The Partnership shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Partnership or any of its
Subsidiaries or upon the income, profits or property of the Partnership or any
of its Subsidiaries, and (ii) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon the property of the
Partnership or any of its Subsidiaries; provided that the Partnership shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

     Section 4.11. Waiver of Certain Covenants.

     The Partnership, the Guarantor and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this Article IV (except Sections 4.01
through 4.08) or made applicable to such Debt Securities pursuant to Section
2.03, if, before or after the time for such compliance, the Holders of at least
a majority in principal amount of the Outstanding Debt Securities of each series
affected, waive such compliance in such instance with such covenant, but no such
waiver shall extend to or affect such covenant except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Partnership, the Guarantor, and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such covenant shall remain in full force and effect.

                                    ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

     Section 5.01. Partnership to Furnish Trustee Information as to Names and
Addresses of Holders; Preservation of Information.

     The Partnership covenants and agrees that it will furnish or cause to be
furnished to the Trustee with respect to the Debt Securities of each series:


                                       29



     (a) not more than 10 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and

     (b) 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 contents as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

     The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

     Section 5.02. Communications to Holders.

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

     Section 5.03. Reports by Trustee.

     Within 60 days after each January 31, beginning with the first January 31
following the date of this Indenture, and in any event on or before April 1 in
each year, the Trustee shall mail to Holders a brief report dated as of such
January 31 that complies with TIA Section 313(a); provided, however, that if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted. The Trustee also
shall comply with TIA Section 313(b).

     Reports pursuant to this Section 5.03 shall be transmitted by mail:

     (a) to all Holders, as the names and addresses of such Holders appear
in the Debt Security Register; and

     (b) except in the cases of reports under Section 313(b)(2) of the TIA,
to each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.

     A copy of each report at the time of its mailing to Holders shall be
filed with the Securities and Exchange Commission and each stock exchange (if
any) on which the Debt Securities of any series are listed. The Partnership
agrees to notify promptly the Trustee whenever the Debt Securities of any series
become listed on any stock exchange and of any delisting thereof.


                                       30



     Section 5.04. Record Dates for Action by Holders.

     If the Partnership shall solicit from the Holders of Debt Securities of any
series any action (including the making of any demand or request, the giving of
any direction, notice, consent or waiver or the taking of any other action), the
Partnership may, at its option, by resolution of the Board of Directors, fix in
advance a record date for the determination of Holders of Debt Securities
entitled to take such action, but the Partnership shall have no obligation to do
so. Any such record date shall be fixed at the Partnership's discretion. If such
a record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debt Securities of record at the close of
business on such record date shall be deemed to be Holders of Debt Securities
for the purpose of determining whether Holders of the requisite proportion of
Debt Securities of such series Outstanding have authorized or agreed or
consented to such action, and for that purpose the Debt Securities of such
series Outstanding shall be computed as of such record date.

                                   ARTICLE VI
             REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

     Section 6.01. Events of Default.

     If any one or more of the following shall have occurred and be continuing
with respect to Debt Securities of any series (each of the following, an "Event
of Default"):

     (a) default in the payment of any installment of interest upon any Debt
Securities of that series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

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

     (c) default in the payment of any sinking fund payment with respect to any
Debt Securities of that series as and when the same shall become due and
payable; or

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


                                       31



25% in aggregate principal amount of the Debt Securities of that series at the
time Outstanding; or

         (e) the Partnership or the Guarantor, or if any series of Debt
Securities Outstanding under this Indenture is entitled to the benefits of a
Guarantee by the Subsidiary Guarantors, any of the Subsidiary Guarantors,
pursuant to or within the meaning of any Bankruptcy Law,

               (i) commences a voluntary case,

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

               (iii) consents to the appointment of a Custodian of it or for all
          or substantially all of its property; or

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

         (f) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

               (i) is for relief against the Partnership or the Guarantor, or if
          any series of Debt Securities Outstanding under this Indenture is
          entitled to the benefits of a Guarantee by the Subsidiary Guarantors,
          any of the Subsidiary Guarantors, as debtor in an involuntary case,

               (ii) appoints a Custodian of the Partnership or the Guarantor, or
          if any series of Debt Securities Outstanding under this Indenture is
          entitled to the benefits of a Guarantee by the Subsidiary Guarantors,
          any of the Subsidiary Guarantors, or a Custodian for all or
          substantially all of the property of the Partnership, the Guarantor,
          or if applicable, any of the Subsidiary Guarantors, or

               (iii) orders the liquidation of the Partnership or the Guarantor,
          or if any series of Debt Securities Outstanding under this Indenture
          is entitled to the benefits of a Guarantee by the Subsidiary
          Guarantors, any of the Subsidiary Guarantors,

and the order or decree remains unstayed and in effect for 60 days;

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

         (h) any other Event of Default provided with respect to Debt Securities
of that series; then and in each and every case that an Event of Default
described in clause (a), (b), (c), (d), (g), or (h) with respect to Debt
Securities of that series at the time Outstanding occurs and is continuing,
unless the principal of, premium, if any, and interest on all the Debt
Securities of that series shall have already become due and payable, either the
Trustee or the Holders of not less



                                       32



than 25% in aggregate principal amount of the Debt Securities of that series
then Outstanding hereunder, by notice in writing to the Partnership (and to the
Trustee if given by Holders), may declare the principal of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series), premium, if any, and interest on all the Debt Securities of that series
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in this Indenture or
in the Debt Securities of that series contained to the contrary notwithstanding.
If an Event of Default described in clause (e) or (f) occurs, then and in each
and every such case, unless the principal of and interest on all the Debt
Securities shall have become due and payable, the principal of (or, if any Debt
Securities are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms thereof), premium, if any, and
interest on all the Debt Securities then Outstanding hereunder shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders, anything in this Indenture or in the
Debt Securities contained to the contrary notwithstanding.

     The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may waive all
past Defaults (except with respect to the nonpayment of principal, premium, if
any, or interest) and rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction already rendered and if all existing Events of Default
have been cured or waived except nonpayment of principal, premium, if any, or
interest that has become due solely because of acceleration. Upon any such
rescission, the parties hereto shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken.

     Section 6.02. Collection of Debt by Trustee, etc.

     If an Event of Default occurs and is continuing, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid or enforce the performance of any provision of the
Debt Securities of the affected series or this Indenture, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Subsidiary Guarantors, the Guarantor or the
Partnership or any other obligor upon the Debt Securities of such series (and
collect in the manner provided by law out of the property of the Subsidiary
Guarantors, the Guarantor or the Partnership or any other obligor upon the Debt
Securities of such series wherever situated the moneys adjudged or decreed to be
payable).

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Subsidiary Guarantors, the Guarantor or the Partnership or
any other obligor upon the Debt Securities of any series under any Bankruptcy
Law, or in case a Custodian shall have been appointed for its property, or in
case of any other similar judicial proceedings relative to the Subsidiary
Guarantors, the Guarantor or the Partnership or any other obligor upon the Debt
Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of Debt Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand

                                       33



pursuant to the provisions of this Section 6.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
(or, if the Debt Securities of such series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Debt Securities of such
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith) and of
the Holders thereof allowed in any such judicial proceedings relative to the
Subsidiary Guarantors, the Guarantor or the Partnership, or any other obligor
upon the Debt Securities of such series, its creditors or its property, and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of such Holders and of the Trustee on their behalf, and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of such
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

     All rights of action and of asserting claims under this Indenture, or under
any of the Debt Securities of any series, may be enforced by the Trustee without
the possession of any such Debt Securities, or the production thereof in any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment (except for any amounts payable to
the Trustee pursuant to Section 7.06) shall be for the ratable benefit of the
Holders of all the Debt Securities in respect of which such action was taken.

     In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Section 6.03. Application of Moneys Collected by Trustee.

     Any moneys or other property collected by the Trustee pursuant to
Section 6.02 with respect to Debt Securities of any series shall be applied, in
theorder following, at the date or dates fixed by the Trustee for the
distribution of such moneys or other property, upon presentation of the several
Debt Securities of such series in respect of which moneys or other property have
been collected, and the notation thereon of the payment, if only partially paid,
and upon surrender thereof if fully paid:

     FIRST: To the payment of all money due the Trustee pursuant to Section
7.06;

                                       34




     SECOND: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall not have become due, to the
payment of interest on the Debt Securities of such series in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series, such
payments to be made ratably to the Persons entitled thereto, without
discrimination or preference;

     THIRD: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series; and, in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of such series over any Debt Security of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and

     FOURTH: The remainder, if any, shall be paid to the Subsidiary Guarantors,
the Guarantor or the Partnership, as applicable, its successors or assigns, or
to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Partnership shall mail to each Holder and the Trustee a notice that states
the record date, the payment date and amount to be paid.

     Section 6.04. Limitation on Suits by Holders.

     No Holder of any Debt Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise, upon or under or
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of an Event of Default with respect to Debt
Securities of that same series and of the continuance thereof and unless the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made written request upon the Trustee
to institute such action or proceedings in respect of such Event of Default in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity or security as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by

                                       35



the Holder of every Debt Security with every other Holder and the Trustee, that
no one or more Holders shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any Holders, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     Notwithstanding any other provision in this Indenture, however, the right
of any Holder of any Debt Security to receive payment of the principal of, and
premium, if any, and (subject to Section 2.12) interest on, such Debt Security,
on or after the respective due dates expressed in such Debt Security, and to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

     Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights
Not a Waiver of Default.

     All powers and remedies given by this Article VI to the Trustee or to the
Holders shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder to exercise
any right or power accruing upon any Default occurring and continuing as
aforesaid, shall impair any such right or power, or shall be construed to be a
waiver of any such Default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article VI or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as shall be deemed expedient, by the Trustee or by the Holders.

     Section 6.06. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default.

     The Holders of a majority in aggregate principal amount of the Debt
Securities of any series at the time Outstanding 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 right, trust or power conferred on
the Trustee, with respect to the Debt Securities of such series; provided,
however, that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture, and that subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel shall determine that the
action so directed may not lawfully be taken, or if the Trustee shall by a
responsible officer or officers determine that the action so directed would
involve it in personal liability or would be unduly prejudicial to Holders of
Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all

                                       36



the Debt Securities of that series waive any past Default or Event of Default
and its consequences for that series, except a Default in the payment of the
principal of, and premium, if any, or interest on, any of the Debt Securities
and a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected thereby. In case of any such
waiver, such Default shall cease to exist, any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture, and the Subsidiary Guarantors, the Guarantor, the Partnership, the
Trustee and the Holders of the Debt Securities of that series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereon.

     Section 6.07. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances.

     The Trustee shall, within 90 days after the occurrence of a Default known
to it, or if later, within 30 days after the Trustee obtains actual knowledge of
the Default, with respect to a series of Debt Securities give to the Holders
thereof, in the manner provided in Section 13.03, notice of all Defaults with
respect to such series known to the Trustee, unless such Defaults shall have
been cured or waived before the giving of such notice; provided, that, except in
the case of Default in the payment of the principal of, or premium, if any, or
interest on, any of the Debt Securities of such series or in the making of any
sinking fund payment with respect to the Debt Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a committee of directors or
responsible officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders thereof.

     Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits
under the Indenture or Against the Trustee.

     All parties to this Indenture agree, and each Holder of any Debt Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit in the manner and to the extent
provided in the TIA, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 25 percent in principal amount of the Outstanding Debt Securities of that
series or to any suit instituted by any Holder for the enforcement of the
payment of the principal of, or premium, if any, or interest on, any Debt
Security on or after the due date for such payment expressed in such Debt
Security.

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

     Section 7.01. Certain Duties and Responsibilities.

                                       37



     The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
its own bad faith or its own willful misconduct, except that:

     (a) this paragraph shall not be construed to limit the effect of the first
paragraph of this Section 7.01;

     (b) prior to the occurrence of an Event of Default with respect to the Debt
Securities of a series and after the curing or waiving of all Events of Default
with respect to such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to Debt
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations with respect to such
     series as are specifically set forth in this Indenture, and no implied
     covenants or obligations with respect to such series shall be read into
     this Indenture against the Trustee;

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee and 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; but the
     Trustee shall examine the evidence furnished to it pursuant to Sections
     4.05 and 4.06 to determine whether or not such evidence conforms to the
     requirement of this Indenture;

          (iii) the Trustee shall not be liable for an 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; and

          (iv) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it with respect to Debt Securities of any series
     in good faith in accordance with the direction of the Holders of not less
     than a majority in aggregate principal amount of the Outstanding Debt
     Securities of that series relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Indenture with respect to Debt Securities of such series.

                                       38



     None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be 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 7.02. Certain Rights of Trustee.

     Except as otherwise provided in Section 7.01:

     (a) the Trustee may rely 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 or
other paper or document (whether in its original or facsimile form) believed by
it to be genuine and to have been signed or presented by the proper party or
parties;

     (b) any request, direction, order or demand of the Partnership mentioned
herein shall be sufficiently evidenced by a Partnership Order (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the General
Partner;

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

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders of Debt Securities of any series pursuant to the provisions
of this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

     (f) prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, 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, approval or other paper or document, unless requested in writing
to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be

                                       39



incurred by it in the making of such investigation is not, in the opinion of the
Trustee, reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable indemnity against
such costs, expenses or liabilities as a condition to so proceeding, and the
reasonable expense of every such investigation shall be paid by the Partnership
or, if paid by the Trustee, shall be repaid by the Partnership upon demand;

     (g) 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 by it with due care
hereunder; and

     (h) if any property other than cash shall at any time be subject to a Lien
in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such Lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.

     Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities.

     The recitals contained herein, in the Debt Securities (except the Trustee's
certificate of authentication) shall be taken as the statements of the
Partnership, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debt Securities of any series, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Debt Securities and perform its obligations
hereunder, and that the statements made by it or to be made by it in a Statement
of Eligibility and Qualification on Form T-1 supplied to the Partnership are
true and accurate. The Trustee shall not be accountable for the use or
application by the Partnership of any of the Debt Securities or of the proceeds
thereof.

     Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities.

     The Trustee or any paying agent or Registrar, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities and subject
to the provisions of the TIA relating to conflicts of interest and preferential
claims may otherwise deal with the Partnership with the same rights it would
have if it were not Trustee, paying agent or Registrar.

     Section 7.05. Moneys Received by Trustee to Be Held in Trust.

     Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but 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 moneys received by it hereunder. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time to the Partnership upon a
Partnership Order.

     Section 7.06. Compensation and Reimbursement.

                                       40



     The Partnership covenants and agrees to pay in Dollars to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided herein, the Partnership will
pay or reimburse in Dollars the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ), including
without limitation, Section 6.02, except any such expense, disbursement or
advances as may arise from its negligence, willful misconduct or bad faith. The
Partnership also covenants to indemnify in Dollars the Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligations of the Partnership under
this Section 7.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional Debt hereunder and shall survive the satisfaction and discharge of
this Indenture. The Partnership and the Holders agree that such additional Debt
shall be secured by a Lien prior to that of the Debt Securities upon all
property and funds held or collected by the Trustee, as such, except funds held
in trust for the payment of principal of, and premium, if any, or interest on,
particular Debt Securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

     Section 7.07. Right of Trustee to Rely on an Officers' Certificate Where No
Other Evidence Specifically Prescribed.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

     Section 7.08. Separate Trustee; Replacement of Trustee.

     The Partnership may, but need not, appoint a separate Trustee for any one
or more series of Debt Securities. The Trustee may resign with respect to one or
more or all series of Debt Securities at any time by giving notice to the
Partnership. The Holders of a majority in principal amount of the Debt
Securities of a particular series may remove the Trustee for such series and

                                       41



only such series by so notifying the Trustee and may appoint a successor
Trustee. The Partnership shall remove the Trustee if:

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

     (b) the Trustee is adjudged bankrupt or insolvent;

     (c) a Custodian takes charge of the Trustee or its property; or

     (d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Partnership or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Partnership shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Partnership. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of Debt Securities of each applicable series. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.06.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

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

     Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Partnership's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

     In the case of the appointment hereunder of a separate or successor trustee
with respect to the Debt Securities of one or more series, the Partnership, any
retiring Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (i) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to
which any such retiring Trustee is not retiring shall continue to be vested in
such retiring Trustee and (ii) that shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that

                                       42



nothing herein or in such supplemental Indenture shall constitute such Trustees
co-trustees of the same trust and that each such separate, retiring or successor
Trustee shall be Trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.

     Section 7.09. Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Trustee.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have.

     Section 7.10. Eligibility; Disqualification.

     The Trustee shall at all times satisfy the requirements of Section 310(a)
of the TIA. The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. No obligor upon the Debt Securities of a particular series or Person
directly or indirectly controlling, controlled by or under common control with
such obligor shall serve as Trustee upon the Debt Securities of such series. The
Trustee shall comply with Section 310(b) of the TIA; provided, however, that
there shall be excluded from the operation of Section 310(b)(1) of the TIA this
Indenture or any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Partnership
are outstanding if the requirements for such exclusion set forth in Section
310(b)(1) of the TIA are met.

     Section 7.11. Preferential Collection of Claims Against Partnership.

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

     Section 7.12. Compliance with Tax Laws.

     The Trustee hereby agrees to comply with all U.S. Federal income tax
information reporting and withholding requirements applicable to it with respect
to payments of premium (if any) and interest on the Debt Securities, whether
acting as Trustee, Registrar, paying agent or otherwise with respect to the Debt
Securities.

                                       43



                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

     Section 8.01. Evidence of Action by Holders.

     Whenever in this Indenture it is provided that the Holders of a specified
percentage in aggregate principal amount of the Debt Securities of any or all
series may take action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced by any instrument or
any number of instruments of similar tenor executed by Holders in Person or by
agent or proxy appointed in writing, by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with
the provisions of Section 5.02 or by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

     Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities.

     Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debt Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

     Section 8.03. Who May Be Deemed Owner of Debt Securities.

     Prior to due presentment for registration of transfer of any Debt Security,
the Partnership, the Guarantor, the Subsidiary Guarantors, the Trustee, any
paying agent and any Registrar may deem and treat the Person in whose name any
Debt Security shall be registered upon the books of the Partnership as the
absolute owner of such Debt Security (whether or not such Debt Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.12) interest on such Debt Security
and for all other purposes, and none of the Partnership, the Guarantor or the
Subsidiary Guarantors nor the Trustee nor any paying agent nor any Registrar
shall be affected by any notice to the contrary; and all such payments so made
to any such Holder for the time being, or upon his order, shall be valid and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.

     None of the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any agent of the Trustee, any paying agent or any Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     Section 8.04. Instruments Executed by Holders Bind Future Holders.

                                       44



     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action and subject to the
following paragraph, any Holder of a Debt Security which is shown by the
evidence to be included in the Debt Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at its
corporate trust office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Debt Security. Except as aforesaid
any such action taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such Debt
Security and of any Debt Security issued upon transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or such other Debt Securities. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Debt Securities of any series specified in this Indenture in connection with
such action shall be conclusively binding upon the Partnership, the Guarantor,
the Subsidiary Guarantors, the Trustee and the Holders of all the Debt
Securities of such series.

     The Partnership may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Debt Securities entitled to give their
consent or take any other action required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders of Debt Securities at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders of Debt
Securities after such record date. No such consent shall be valid or effective
for more than 120 days after such record date unless the consent of the Holders
of the percentage in aggregate principal amount of the Debt Securities of such
series specified in this Indenture shall have been received within such 120-day
period.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     Section 9.01. Purposes for Which Supplemental Indenture May Be Entered into
Without Consent of Holders.

     The Partnership, the Guarantor, and the Subsidiary Guarantors, when
authorized by resolutions of the Board of Directors, and the Trustee may from
time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

     (a) to evidence the succession pursuant to Article X of another Person to
the Partnership, or successive successions, and the assumption by the Successor
Partnership (as defined in Section 10.01) of the covenants, agreements and
obligations of the Partnership in this Indenture and in the Debt Securities;

     (b) to surrender any right or power herein conferred upon the Partnership,
the Guarantor or the Subsidiary Guarantors, to add to the covenants of the
Partnership, the Guarantor

                                       45



or the Subsidiary Guarantors such further covenants, restrictions, conditions or
provisions for the protection of the Holders of all or any series of Debt
Securities (and if such covenants are to be for the benefit of less than all
series of Debt Securities, stating that such covenants are expressly being
included solely for the benefit of such series) as the Board of Directors shall
consider to be for the protection of the Holders of such Debt Securities, and to
make the occurrence, or the occurrence and continuance, of a Default in any of
such additional covenants, restrictions, conditions or provisions a Default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
Indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;

     (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

     (d) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any Indenture supplemental hereto under the
TIA as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any Indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the TIA;

     (e) to add to or change any of the provisions of this Indenture to change
or eliminate any restrictions on the payment of principal of, or premium, if
any, on, Debt Securities; provided, that any such action shall not adversely
affect the interests of the Holders of Debt Securities of any series in any
material respect or permit or facilitate the issuance of Debt Securities of any
series in uncertificated form;

     (f) to comply with Article XIV;

     (g) to add Subsidiary Guarantors with respect to any or all of the Debt
Securities or to secure any or all of the Debt Securities;

     (h) to make any change that does not adversely affect the rights of any
Holder;

     (i) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Debt Securities; provided, however, that any
such addition, change or elimination not otherwise permitted under this Section
9.01 shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security

                                       46



with respect to such provision or shall become effective only when there is no
such Debt Security Outstanding;

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

     (k) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03.

     The Trustee is hereby authorized to join with the Partnership, the
Guarantor and the Subsidiary Guarantors in the execution of any such
supplemental Indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

     Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Partnership, the Guarantor, the Subsidiary
Guarantors and the Trustee without the consent of the Holders of any of the Debt
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 9.02.

     Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities.

     Without notice to any Holder but with the consent (evidenced as provided in
Section 8.01) of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental Indenture (including consents obtained in connection with a tender
offer or exchange offer for any such series of Debt Securities), the
Partnership, the Guarantor and the Subsidiary Guarantors, when authorized by
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an Indenture or Indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such series; provided, that no such supplemental Indenture,
without the consent of the Holders of each Debt Security so affected, shall:
reduce the percentage in principal amount of Debt Securities of any series whose
Holders must consent to an amendment; reduce the rate of or extend the time for
payment of interest on any Debt Security; reduce the principal of or extend the
Stated Maturity of any Debt Security; reduce the premium payable upon the
redemption of any Debt Security or change the time at which any Debt Security
may or shall be redeemed in accordance with Article III; make any Debt Security
payable in currency other than the Dollar; impair the right of any Holder to
receive payment of premium, if any, principal of and interest on such Holder's
Debt Securities on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder's Debt Securities;
release any security that may have been granted in respect of the Debt
Securities; make any change in Section 6.06 or this

                                       47



Section 9.02; or, except as provided in Section 14.04, release the Guarantor or
any Subsidiary Guarantors or modify the Guarantee in any manner adverse to the
Holders.

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

     Upon the request of the Partnership, the Guarantor, and the Subsidiary
Guarantors, accompanied by a copy of resolutions of the Board of Directors
authorizing the execution of any such supplemental Indenture, and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Partnership in the execution of such supplemental
Indenture unless such supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental Indenture.

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

     After an amendment under this Section 9.02 becomes effective, the
Partnership shall mail to Holders of Debt Securities of each series affected
thereby a notice briefly describing such amendment. The failure to give such
notice to all such Holders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section 9.02.

     Section 9.03. Effect of Supplemental Indentures.

     Upon the execution of any supplemental Indenture pursuant to the provisions
of this Article IX, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Partnership, the Guarantor, the Subsidiary Guarantors and the Holders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental Indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

     Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental
Indentures.

     Debt Securities of any series authenticated and delivered after the
execution of any supplemental Indenture pursuant to the provisions of this
Article IX 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. New Debt Securities of any series so modified as to conform, in

                                       48



the opinion of the Trustee and the Board of Directors, to any modification of
this Indenture contained in any such supplemental Indenture may be prepared and
executed by the Partnership, authenticated by the Trustee and delivered in
exchange for the Debt Securities of such series then Outstanding. Failure to
make the appropriate notation or to issue a new Debt Security of such series
shall not affect the validity of such amendment.

                                   ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 10.01. Consolidations and Mergers of the Partnership.

     The Partnership shall not consolidate or amalgamate with or merge with or
into any Person, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of
its limited liability company agreement, and (2) unless: (a) either (i) the
Partnership shall be the continuing Person in the case of a merger or (ii) the
resulting, surviving or transferee Person if other than the Partnership (the
"Successor Partnership"), shall be a partnership, limited liability company or
corporation organized and existing under the laws of the United States, any
State thereof or the District of Columbia and the Successor Partnership shall
expressly assume, by an Indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations of the
Partnership under this Indenture and the Debt Securities according to their
tenor; (b) immediately after giving effect to such transaction (and treating any
Debt which becomes an obligation of the Successor Partnership or any Subsidiary
of the Successor Partnership as a result of such transaction as having been
incurred by the Successor Partnership or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c)
if the Partnership is not the continuing Person, then the Guarantor and any
Subsidiary Guarantor, unless it has become the Successor Partnership, shall
confirm that its respective Guarantee shall continue to apply to the obligations
under the Debt Securities and this Indenture; and (d) the Partnership shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, amalgamation, merger or disposition and
such supplemental Indenture (if any) comply with this Indenture.

     Section 10.02. Rights and Duties of Successor Partnership.

     In case of any consolidation, amalgamation or merger where the Partnership
is not the continuing Person, or disposition of all or substantially all of the
assets of the Partnership in accordance with Section 10.01, the Successor
Partnership shall succeed to and be substituted for the Partnership with the
same effect as if it had been named herein as the respective party to this
Indenture, and the predecessor entity shall be released from all liabilities and
obligations under this Indenture and the Debt Securities, except that no such
release will occur in the case of a lease of all or substantially all of its
assets. The Successor Partnership thereupon may cause to be signed, and may
issue either in its own name or in the name of the Partnership, any or all the
Debt Securities issuable hereunder which theretofore shall not have been signed
by the Partnership and delivered to the Trustee; and, upon the order of the
Successor Partnership, instead of the Partnership, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Debt Securities which

                                       49



previously shall have been signed and delivered by the officers of the
Partnership on behalf of the Partnership to the Trustee for authentication, and
any Debt Securities which the Successor Partnership thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Debt Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all such Debt Securities had been
issued at the date of the execution hereof.

     In case of any such consolidation, amalgamation, merger, sale or
disposition such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.

                                   ARTICLE XI
                          SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

     Section 11.01. Applicability of Article.

     The provisions of this Article XI relating to defeasance of Debt Securities
shall be applicable to each series of Debt Securities except as otherwise
specified pursuant to Section 2.03 for Debt Securities of such series.

     Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.

     (a) If at any time the Partnership shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Partnership as provided in
Section 11.05) or all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Partnership shall deposit with the
Trustee as trust funds the entire amount in cash sufficient to pay at maturity
or upon redemption all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due on such date of Stated Maturity or redemption
date, as the case may be, and if in either case the Partnership shall also pay
or cause to be paid all other sums payable hereunder by the Partnership, then
this Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for) with respect to the Debt Securities of such series, and
the Trustee, on demand of the Partnership accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Partnership, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture.

     (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Partnership at any
time may terminate, with respect to Debt Securities of a particular series, all
its obligations under the Debt

                                       50



Securities of such series and this Indenture with respect to the Debt Securities
of such series ("legal defeasance option") or the operation of (x) any covenant
made applicable to such Debt Securities pursuant to Section 2.03, (y) Sections
6.01(d), (g) and (h) and (z), as they relate to the Guarantor and the Subsidiary
Guarantors only, Sections 6.01(e) and (f) ("covenant defeasance option"). If the
Partnership exercises its legal defeasance option, the Guarantee will terminate
with respect to that series of Debt Securities. The Partnership may exercise its
legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.

     If the Partnership exercises its legal defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Guarantor and the Subsidiary Guarantors only, Sections
6.01(e) and (f) (except to the extent covenants or agreements referenced in such
Sections remain applicable).

     Upon satisfaction of the conditions set forth herein and upon request of
the Partnership, the Trustee shall acknowledge in writing the discharge of those
obligations that the Partnership terminates.

     (c) Notwithstanding clauses (a) and (b) above, the Partnership's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and
11.07 shall survive until the Debt Securities of the defeased series have been
paid in full. Thereafter, the Partnership's obligations in Sections 7.06, 11.05
and 11.06 shall survive.

     Section 11.03. Conditions of Defeasance.

     The Partnership may exercise its legal defeasance option or its covenant
defeasance option with respect to Debt Securities of a particular series only
if:

     (a) the Partnership irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of, and premium, if
any, and interest on, the Debt Securities of such series to Stated Maturity or
redemption, as the case may be;

     (b) the Partnership delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium and interest when due on all the Debt
Securities of such series to Stated Maturity or redemption, as the case may be;

     (c) 91 days pass after the deposit is made and during the 91-day period no
Default specified in Section 6.01(e) or (f) with respect to the Partnership
occurs which is continuing at the end of the period;

     (d) no Default has occurred and is continuing on the date of such deposit
and after giving effect thereto;

                                       51



     (e) the deposit does not constitute a default under any other agreement
binding on the Partnership;

     (f) the Partnership delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

     (g) in the event of the legal defeasance option, the Partnership shall have
delivered to the Trustee an Opinion of Counsel stating that the Partnership has
received from the Internal Revenue Service a ruling, or since the date of this
Indenture there has been a change in the applicable Federal income tax law, in
either case of the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred;

     (h) in the event of the covenant defeasance option, the Partnership shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred; and

     (i) the Partnership delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this
Article XI have been complied with.

     Before or after a deposit, the Partnership may make arrangements
satisfactory to the Trustee for the redemption of Debt Securities of such series
at a future date in accordance with Article III.

     Section 11.04. Application of Trust Money.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article XI. It shall apply the deposited
money and the money from U.S. Government Obligations through any paying agent
and in accordance with this Indenture to the payment of principal of, and
premium, if any, and interest on, the Debt Securities of the defeased series.

     Section 11.05. Repayment to Partnership.

     The Trustee and any paying agent shall promptly turn over to the
Partnership upon request any excess money or securities held by them at any
time.

     Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Partnership upon request any money held by them
for the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the
Partnership for payment as general creditors.

                                       52



     Section 11.06. Indemnity for U.S. Government Obligations.

The Partnership shall pay and shall indemnify the Trustee and the Holders
against any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or the principal and interest received on such U.S.
Government Obligations.

     Section 11.07. Reinstatement.

If the Trustee or any paying agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article XI by reason of any legal
proceeding or by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, the
Partnership's obligations under this Indenture and the Debt Securities of the
defeased series shall be revived and reinstated as though no deposit had
occurred pursuant to this Article XI until such time as the Trustee or any
paying agent is permitted to apply all such money or U.S. Government Obligations
in accordance with this Article XI.

                                  ARTICLE XII
                                   [RESERVED]

     This Article XII has been intentionally omitted.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     Section 13.01. Successors and Assigns of Partnership Bound by Indenture.

All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Partnership, the Guarantor, the Subsidiary
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.

     Section 13.02. Acts of Board, Committee or Officer of Successor Partnership
Valid.

Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Partnership, Guarantor or Subsidiary Guarantor shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Successor Partnership, Guarantor or Subsidiary Guarantor.

     Section 13.03. Required Notices or Demands.

Any notice or communication by the Partnership, the Guarantor, the Subsidiary
Guarantors or the Trustee to the others is duly given if in writing (in the
English language) and delivered in Person or mailed by registered or certified
mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

                                       53



     If to the Partnership, the Guarantor or the Subsidiary Guarantors:

     Sunoco Logistics Partners Operations L.P.
     Sunoco Logistics Partners L.P.
     Sunoco Partners Marketing & Terminals L.P.
     Sunoco Pipeline L.P.

     Attention:  Chief Counsel
     Telecopy No. 215-977-3868

     If to the Trustee:

     [_____________________]


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

     All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice required or permitted to a Holder by the Partnership, the
Guarantor, the Subsidiary Guarantors or the Trustee pursuant to the provisions
of this Indenture shall be deemed to be properly mailed by being deposited
postage prepaid in a post office letter box in the United States addressed to
such Holder at the address of such Holder as shown on the Debt Security
Register. Any report pursuant to Section 313 of the TIA shall be transmitted in
compliance with subsection (c) therein.

     Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt
Securities regarding the determination of a periodic rate of interest, if such
notice is required pursuant to Section 2.03, shall be sufficiently given if
given in the manner specified pursuant to Section 2.03.

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

     In the event it shall be impracticable to give notice by publication, then
such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.

     Failure to mail a notice or communication to a Holder or any defect in it
or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

                                       54



     Section 13.04. Indenture and Debt Securities to Be Construed in Accordance
with the Laws of the State of New York.

     THIS INDENTURE, EACH DEBT SECURITY AND THE GUARANTEES SHALL BE DEEMED TO BE
NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.

     Section 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished
upon Application or Demand by the Partnership.

     Upon any application or demand by the Partnership to the Trustee to take
any action under any of the provisions of this Indenture, the Partnership shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with, except that
in the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such Person, 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 (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     Section 13.06. Payments Due on Legal Holidays.

     In any case where the date of maturity of interest on or principal of and
premium, if any, on the Debt Securities of a series or the date fixed for
redemption or repayment of any Debt Security or the making of any sinking fund
payment shall not be a Business Day at any Place of Payment for the Debt
Securities of such series, then payment of interest or principal and premium, if
any, or the making of such sinking fund payment need not be made on such date at
such Place of Payment, 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 date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date. If a record date is not a Business Day, the record date
shall not be affected.

     Section 13.07. Provisions Required by TIA to Control.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture which is required
to be included in this Indenture by any of Sections 310 to 318, inclusive, of
the TIA, such required provision shall control.

                                       55



     Section 13.08. Computation of Interest on Debt Securities.

     Interest, if any, on the Debt Securities shall be computed on the basis of
a 360-day year of twelve 30-day months, except as may otherwise be provided
pursuant to Section 2.03.

     Section 13.09. Rules by Trustee, Paying Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar and any paying agent may make reasonable rules for their
functions.

     Section 13.10. No Recourse Against Others.

     The General Partner and its directors, officers, employees, incorporators
and stockholders, as such, shall have no liability for any obligations of the
Subsidiary Guarantors, the Guarantor or the Partnership under the Debt
Securities, this Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation. By accepting a
Debt Security, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Debt
Securities.

     Section 13.11. Severability.

     In case any provision in this Indenture or the Debt 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 13.12. Effect of Headings.

     The article and section headings herein and in the Table of Contents are
for convenience only and shall not affect the construction hereof.

     Section 13.13. Indenture May Be Executed in Counterparts.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together constitute but one
and the same instrument.

                                  ARTICLE XIV
                                   GUARANTEE

     Section 14.01. Unconditional Guarantee.

     (a) Notwithstanding any provision of this Article XIV to the contrary, the
provisions of this Article XIV relating to the Subsidiary Guarantors shall be
applicable only to, and inure solely to the benefit of, the Debt Securities of
any series designated, pursuant to Section 2.03, as entitled to the benefits of
the Guarantee of each of the Subsidiary Guarantors.

     (b) For value received, the Guarantor and each of the Subsidiary Guarantors
hereby fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on

                                       56



the Debt Securities and all other amounts due and payable under this Indenture
and the Debt 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 Debt Securities and this Indenture, subject to the
limitations set forth in Section 14.03.

     (c) Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, the Guarantor and each of the Subsidiary
Guarantors will be jointly and severally obligated to pay the same immediately.
The Guarantee hereunder is intended to be a general, unsecured, senior
obligation of the Guarantor and each of the Subsidiary Guarantors and will rank
pari passu in right of payment with all Debt of the Guarantor and such
Subsidiary Guarantor that is not, by its terms, expressly subordinated in right
of payment to the Guarantee. The Guarantor and each of the Subsidiary Guarantors
hereby agrees that its obligations hereunder shall be full, unconditional and
absolute, irrespective of the validity, regularity or enforceability of the Debt
Securities, the Guarantee (including the Guarantee of the Guarantor and any
Subsidiary Guarantor) or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Debt Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Partnership, the Guarantor or any Subsidiary Guarantor, or any
action to enforce the same or any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of the Guarantor or the
Subsidiary Guarantors. The Guarantor and each of the Subsidiary Guarantors
hereby agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on the Debt Securities, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
legal proceedings may be instituted by the Trustee on behalf of the Holders or,
subject to Section 6.04, by the Holders, on the terms and conditions set forth
in this Indenture, directly against the Guarantor and such Subsidiary Guarantor
to enforce the Guarantee without first proceeding against the Partnership or any
other Subsidiary Guarantor.

     (d) The obligations of the Guarantor and each of the Subsidiary Guarantors
under this Article XIV 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, the
Guarantor or any of the Subsidiary Guarantors contained in the Debt Securities
or this Indenture, (B) any impairment, modification, release or limitation of
the liability of the Partnership, the Guarantor, any of the Subsidiary
Guarantors 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, the
Guarantor, any of the Subsidiary Guarantors or the Trustee of any rights or
remedies under the Debt Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (D) the assignment or
the purported assignment of any property as security for the Debt Securities,
including all or any part of the rights of the Partnership, the Guarantor or any
of the Subsidiary Guarantors under this Indenture, (E) the extension of the time
for payment by the Partnership, the Guarantor or any of the Subsidiary
Guarantors of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of the Debt Securities or this Indenture
or of the time for performance by the Partnership, the Guarantor or any of the
Subsidiary Guarantors of any other

                                       57



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, the Guarantor or any of the Subsidiary Guarantors set forth in this
Indenture, (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, the Guarantor or any
of the Subsidiary Guarantors or any of their respective assets, or the
disaffirmance of the Debt Securities, the Guarantee or this Indenture in any
such proceeding, (H) the release or discharge of the Partnership, the Guarantor
or any of the Subsidiary Guarantors 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 Debt Securities, the Guarantee
or this Indenture or (J) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.

     (e) The Guarantor and each of the Subsidiary 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, the Guarantor
or any of the Subsidiary Guarantors, and all demands whatsoever, (B)
acknowledges that any agreement, instrument or document evidencing the Guarantee
may be transferred and that the benefit of its obligations hereunder shall
extend to each holder of any agreement, instrument or document evidencing the
Guarantee without notice to it and (C) covenants that the Guarantee will not be
discharged except by complete performance of the Guarantee. The Guarantor and
each of the Subsidiary Guarantors further agrees that if at any time all or any
part of any payment theretofore applied by any Person to the Guarantee is, or
must be, rescinded or returned for any reason whatsoever, including without
limitation, the insolvency, bankruptcy or reorganization of the Partnership, the
Guarantor or any of the Subsidiary Guarantors, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

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

     Section 14.02. Execution and Delivery of Guarantee.

To further evidence the Guarantee set forth in Section 14.01, the Guarantor
and each of the Subsidiary Guarantors hereby agrees that a notation relating to
such Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of the General Partner in the case of the
Guarantor and officer of such Subsidiary Guarantor. The Guarantor and each of
the Subsidiary Guarantors

                                       58



hereby agrees that the Guarantee set forth in Section 14.01 shall remain in full
force and effect notwithstanding any failure to endorse on each Debt Security a
notation relating to the Guarantee. If any officer of any Subsidiary Guarantor,
or in the case of the Guarantor, any officer of the General Partner, whose
signature is on this Indenture or a Debt Security no longer holds that office at
the time the Trustee authenticates such Debt Security or at any time thereafter,
the Guarantee of such Debt Security shall be valid nevertheless. The delivery of
any Debt Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on
behalf of the Guarantor and the Subsidiary Guarantors.

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

     Section 14.03. Limitation on Liability of the Guarantor and the Subsidiary
Guarantors.

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

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

     Section 14.04. Release of Guarantor or Subsidiary Guarantors from
Guarantee.

     (a) Notwithstanding any other provisions of this Indenture, the Guarantee
of the Guarantor or any Subsidiary Guarantor may be released upon the terms and
subject to the conditions set forth in this Section 14.04. Provided that no
Default shall have occurred and shall be continuing under this Indenture, any
Guarantee incurred by the Guarantor or a Subsidiary Guarantor pursuant to this
Article XIV shall be unconditionally released and discharged (i) in the

                                       59



case of a Subsidiary Guarantor, automatically upon (A) any sale, exchange or
transfer, whether by way of merger or otherwise, to any Person that is not an
Affiliate of the Partnership, of all of the Partnership's direct or indirect
equity interests in such Subsidiary Guarantor (provided such sale, exchange or
transfer is not prohibited by this Indenture) or (B) the merger of such
Subsidiary Guarantor into the Partnership, the Guarantor or any other Subsidiary
Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in
each case to the extent not prohibited by this Indenture) or (ii) in the case of
the Guarantor, automatically upon the merger of the Guarantor into the
Partnership or any Subsidiary Guarantor or the liquidation or dissolution of the
Guarantor (in each case to the extent not prohibited by this Indenture) or (iii)
in the case of the Guarantor or a Subsidiary Guarantor, following delivery of a
written notice of such release or discharge by the Partnership, the Trustee,
upon the release or discharge of all guarantees by the Guarantor or such
Subsidiary Guarantor of any Debt of the Partnership other than obligations
arising under this Indenture and any Debt Securities issued hereunder, except a
discharge or release by or as a result of payment under such guarantees.

     (b) The Trustee shall deliver an appropriate instrument evidencing any
release of the Guarantor or a Subsidiary Guarantor from the Guarantee upon
receipt of a written request of the Partnership accompanied by an Officers'
Certificate and an Opinion of Counsel that the Guarantor or the Subsidiary
Guarantor, as the case may be, is entitled to such release in accordance with
the provisions of this Indenture. The Guarantor or any Subsidiary Guarantor not
so released remains liable for the full amount of principal of (and premium, if
any, on) and interest on the Debt Securities entitled to the benefits of such
Guarantee as provided in this Indenture, subject to the limitations of Section
14.03.

     Section 14.05. Contribution.

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

               [Remainder of This Page Intentionally Left Blank.]

                                       60




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

                                      SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                      By: SUNOCO LOGISTICS PARTNERS GP LLC,
                                          Its General Partner

                                      By:
                                         ---------------------------------------
                                         Deborah M. Fretz
                                         Chief Executive Officer

                                      SUNOCO LOGISTICS PARTNERS L.P.

                                      By: SUNOCO PARTNERS LLC,
                                          Its General Partner

                                      By:
                                         ---------------------------------------
                                         Deborah M. Fretz
                                         Chief Executive Officer

                                      SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                      By:
                                        ---------------------------------------,
                                         Its General Partner

                                      By:
                                        ----------------------------------------
                                         Deborah M. Fretz
                                         Chief Executive Officer

                                      SUNOCO PIPELINE L.P.

                                      By:
                                        ---------------------------------------,
                                         Its General Partner

                                      By:
                                         ---------------------------------------
                                         Deborah M. Fretz
                                         Chief Executive Officer

                                       61




                                      [                      ], as Trustee
                                       ----------------------
                                      By:
                                            ------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                            ------------------------------------

                                       62





                                                                         ANNEX A

                              NOTATION OF GUARANTEE

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

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

                                      SUNOCO LOGISTICS PARTNERS L.P.

                                      By: SUNOCO PARTNERS LLC,
                                          Its General Partner

                                      By:
                                          --------------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer

                                      SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                      By:
                                          -------------------------------------,
                                          Its General Partner

                                      By:
                                          --------------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer


                                       A-1



                                      SUNOCO PIPELINE L.P.

                                      By:
                                         --------------------------------------,
                                         Its General Partner

                                      By:
                                         ---------------------------------------
                                         Deborah M. Fretz
                                         Chief Executive Officer

                                       A-2



                                                                     Exhibit 4.8
================================================================================




================================================================================
                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                   as Issuer,

                         SUNOCO LOGISTICS PARTNERS L.P.

                                  as Guarantor,

                   SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                       and

                              Sunoco Pipeline L.P.

                            as Subsidiary Guarantors,

                                       and

                           [_______________________],


                                   as Trustee

                                    INDENTURE

                            Dated as of ____________

                                 Debt Securities

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




                              CROSS-REFERENCE TABLE

TIA Section                                           Indenture Section
310 (a) ...........................................   7.10
    (b) ...........................................   7.10
    (c) ...........................................   N.A.
311 (a) ...........................................   7.11
    (b) ...........................................   7.11
    (c) ...........................................   N.A.
312 (a) ...........................................   5.01
    (b) ...........................................   5.02
    (c) ...........................................   5.02
313 (a) ...........................................   5.03
    (b) ...........................................   5.03
    (c) ...........................................   13.03
    (d) ...........................................   5.03
314 (a) ...........................................   4.05
    (b) ...........................................   N.A.
    (c)(1) ........................................   13.05
    (c)(2) ........................................   13.05
    (c)(3) ........................................   N.A.
    (d) ...........................................   N.A.
    (e) ...........................................   13.05
    (f) ...........................................   N.A.
315 (a) ...........................................   7.01
    (b) ...........................................   6.07 & 13.03
    (c) ...........................................   7.01
    (d) ...........................................   7.01
    (e) ...........................................   6.08
316 (a) (last sentence) ...........................   1.01
    (a)(1)(A) .....................................   6.06
    (a)(1)(B) .....................................   6.06
    (a)(2) ........................................   9.01(d)
    (b) ...........................................   6.04
    (c) ...........................................   5.04
317 (a)(1) ........................................   6.02
    (a)(2) ........................................   6.02
    (b) ...........................................   4.04
318 (a) ...........................................   13.07

N.A. means Not Applicable

NOTE:  This Cross-Reference table shall not, for any purpose, be deemed part
of this Indenture.

                                       i




                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

Section 1.02.     Other Definitions .........................................  7

Section 1.03.     Incorporation by Reference of Trust Indenture Act .........  7

Section 1.04.     Rules of Construction .....................................  7

                                   ARTICLE II
                                 DEBT SECURITIES

Section 2.01.     Forms Generally ...........................................  8

Section 2.02.     Form of Trustee's Certificate of Authentication ...........  8

Section 2.03.     Principal Amount; Issuable in Series ......................  9

Section 2.04.     Execution of Debt Securities .............................. 11

Section 2.05.     Authentication and Delivery of Debt Securities ............ 12

Section 2.06.     Denomination of Debt Securities ........................... 13

Section 2.07.     Registration of Transfer and Exchange. .................... 13

Section 2.08.     Temporary Debt Securities ................................. 15

Section 2.09.     Mutilated, Destroyed, Lost or Stolen Debt Securities ...... 15

Section 2.10.     Cancellation of Surrendered Debt Securities ............... 16

Section 2.11.     Provisions of the Indenture and Debt Securities
                  for the Sole Benefit of the Parties and the Holders ....... 16

Section 2.12.     Payment of Interest; Interest Rights Preserved ............ 17

Section 2.13.     Securities Denominated in Dollars ......................... 17

Section 2.14.     Wire Transfers ............................................ 17

Section 2.15.     Securities Issuable in the Form of a Global Security ...... 17

Section 2.16.     Medium Term Securities .................................... 20

Section 2.17.     Defaulted Interest ........................................ 21

Section 2.18.     CUSIP Numbers ............................................. 21

                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

Section 3.01.     Applicability of Article .................................. 22

Section 3.02.     Notice of Redemption; Selection of Debt Securities ........ 22

Section 3.03.     Payment of Debt Securities Called for Redemption .......... 23

Section 3.04.     Mandatory and Optional Sinking Funds ...................... 24

Section 3.05.     Redemption of Debt Securities for Sinking Fund ............ 24

                                   ARTICLE IV
                    PARTICULAR COVENANTS OF THE PARTNERSHIP

Section 4.01.     Payment of Principal of, and Premium, If Any,
                  and Interest on, Debt Securities .......................... 26

                                       ii





Section 4.02.     Maintenance of Offices or Agencies for Registration of
                  Transfer, Exchange and Payment of Debt Securities ......... 26

Section 4.03.     Appointment to Fill a Vacancy in the Office of Trustee .... 27

Section 4.04.     Duties of Paying Agents, etc. ............................. 27

Section 4.05.     SEC Reports; Financial Statements ......................... 28

Section 4.06.     Compliance Certificate .................................... 29

Section 4.07.     Further Instruments and Acts .............................. 29

Section 4.08.     Existence ................................................. 29

Section 4.09.     Maintenance of Properties ................................. 30

Section 4.10.     Payment of Taxes and Other Claims ......................... 30

Section 4.11.     Waiver of Certain Covenants ............................... 30

                                   ARTICLE V
                   HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

Section 5.01.     Partnership to Furnish Trustee Information as to Names
                  and Addresses of Holders; Preservation of Information ..... 30

Section 5.02.     Communications to Holders ................................. 31

Section 5.03.     Reports by Trustee ........................................ 31

Section 5.04.     Record Dates for Action by Holders ........................ 32

                                   ARTICLE VI
            REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

Section 6.01.     Events of Default ......................................... 32

Section 6.02.     Collection of Debt by Trustee, etc. ....................... 34

Section 6.03.     Application of Moneys Collected by Trustee ................ 35

Section 6.04.     Limitation on Suits by Holders ............................ 36

Section 6.05.     Remedies Cumulative; Delay or Omission in Exercise
                  of Rights Not a Waiver of Default ......................... 37

Section 6.06.     Rights of Holders of Majority in Principal Amount of
                  Debt Securities to Direct Trustee and to Waive Default .... 37

Section 6.07.     Trustee to Give Notice of Defaults Known to It, but
                  May Withhold Such Notice in Certain Circumstances ......... 38

Section 6.08.     Requirement of an Undertaking to Pay Costs in Certain
                  Suits under the Indenture or Against the Trustee .......... 38

                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

Section 7.01.     Certain Duties and Responsibilities ....................... 39

Section 7.02.     Certain Rights of Trustee ................................. 40

Section 7.03.     Trustee Not Liable for Recitals in Indenture or in
                  Debt Securities ........................................... 41

Section 7.04.     Trustee, Paying Agent or Registrar May Own
                  Debt Securities ........................................... 41

Section 7.05.     Moneys Received by Trustee to Be Held in Trust ............ 41

Section 7.06.     Compensation and Reimbursement ............................ 42

Section 7.07.     Right of Trustee to Rely on an Officers' Certificate
                  Where No Other Evidence Specifically Prescribed ........... 42

Section 7.08.     Separate Trustee; Replacement of Trustee .................. 42

                                      iii




Section 7.09.     Successor Trustee by Merger ............................... 44

Section 7.10.     Eligibility; Disqualification ............................. 44

Section 7.11.     Preferential Collection of Claims Against Partnership ..... 44

Section 7.12.     Compliance with Tax Laws .................................. 44

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

Section 8.01.     Evidence of Action by Holders ............................. 45

Section 8.02.     Proof of Execution of Instruments and of Holding
                  of Debt Securities ........................................ 45

Section 8.03.     Who May Be Deemed Owner of Debt Securities ................ 45

Section 8.04.     Instruments Executed by Holders Bind Future Holders ....... 46

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

Section 9.01.     Purposes for Which Supplemental Indenture May Be
                  Entered into Without Consent of Holders ................... 46

Section 9.02.     Modification of Indenture with Consent of Holders
                  of Debt Securities ........................................ 48

Section 9.03.     Effect of Supplemental Indentures ......................... 49

Section 9.04.     Debt Securities May Bear Notation of Changes
                  by Supplemental Indentures ................................ 50

                                   ARTICLE X
                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.    Consolidations and Mergers of the Partnership ............. 50

Section 10.02.    Rights and Duties of Successor Partnership ................ 51

                                   ARTICLE XI
                         SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

Section 11.01.    Applicability of Article .................................. 51

Section 11.02.    Satisfaction and Discharge of Indenture; Defeasance ....... 51

Section 11.03.    Conditions of Defeasance .................................. 52

Section 11.04.    Application of Trust Money ................................ 54

Section 11.05.    Repayment to Partnership .................................. 54

Section 11.06.    Indemnity for U.S. Government Obligations ................. 54

Section 11.07.    Reinstatement ............................................. 54

                                  ARTICLE XII
                 SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

Section 12.01.    Applicability of Article; Agreement To Subordinate ........ 54

Section 12.02.    Liquidation, Dissolution, Bankruptcy ...................... 55

Section 12.03.    Default on Senior Indebtedness ............................ 55

Section 12.04.    Acceleration of Payment of Debt Securities ................ 56

Section 12.05.    When Distribution Must Be Paid Over ....................... 56

Section 12.06.    Subrogation ............................................... 57

                                       iv




Section 12.07.    Relative Rights ........................................... 57

Section 12.08.    Subordination May Not Be Impaired by Partnership .......... 57

Section 12.09.    Rights of Trustee and Paying Agent ........................ 57

Section 12.10.    Distribution or Notice to Representative .................. 58

Section 12.11.    Article XII Not to Prevent Defaults or Limit Right
                  to Accelerate ............................................. 58

Section 12.12.    Trust Moneys Not Subordinated ............................. 58

Section 12.13.    Trustee Entitled to Rely .................................. 58

Section 12.14.    Trustee to Effectuate Subordination ....................... 59

Section 12.15.    Trustee Not Fiduciary for Holders of Senior Indebtedness .. 59

Section 12.16.    Reliance by Holders of Senior Indebtedness on
                  Subordination Provisions .................................. 59

                                  ARTICLE XIII
                             MISCELLANEOUS PROVISIONS

Section 13.01.    Successors and Assigns of Partnership Bound by Indenture .. 59

Section 13.02.    Acts of Board, Committee or Officer of Successor
                  Partnership Valid ......................................... 59

Section 13.03.    Required Notices or Demands ............................... 60

Section 13.04.    Indenture and Debt Securities to Be Construed in
                  Accordance with the Laws of the State of New York ......... 61

Section 13.05.    Officers' Certificate and Opinion of Counsel to Be
                  Furnished upon Application or Demand by the Partnership ... 61

Section 13.06.    Payments Due on Legal Holidays                              61

Section 13.07.    Provisions Required by TIA to Control ..................... 62

Section 13.08.    Computation of Interest on Debt Securities ................ 62

Section 13.09.    Rules by Trustee, Paying Agent and Registrar .............. 62

Section 13.10.    No Recourse Against Others ................................ 62

Section 13.11.    Severability .............................................. 62

Section 13.12.    Effect of Headings ........................................ 62

Section 13.13.    Indenture May Be Executed in Counterparts.................. 62

                                  ARTICLE XIV
                                   GUARANTEE

Section 14.01.    Unconditional Guarantee. .................................. 63

Section 14.02.    Execution and Delivery of Guarantee ....................... 65

Section 14.03.    Limitation on Liability of the Guarantor and the
                  Subsidiary Guarantors ..................................... 65

Section 14.04.    Release of Guarantor or Subsidiary Guarantors from
                  Guarantee ................................................. 66

Section 14.05.    Contribution .............................................. 66



Notation of Guarantee     Annex A


                                       v




     THIS INDENTURE dated as of ___________ is among Sunoco Logistics Partners
Operations L.P., a Delaware limited partnership (the "Partnership"), Sunoco
Logistics Partners L.P., a Delaware limited partnership (the "Guarantor"),
Sunoco Partners Marketing & Terminals L.P., a Delaware limited partnership
("Marketing L.P."), Sunoco Pipeline L.P., a Delaware limited partnership
("Pipeline L.P.", together with Marketing L.P., the "Subsidiary Guarantors"),
and [__________________], a __________________, as trustee (the "Trustee").

    RECITALS OF THE PARTNERSHIP, THE GUARANTOR AND THE SUBSIDIARY GUARANTORS

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

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH

     That in order to declare the terms and conditions upon which the Debt
Securities are authenticated, issued and delivered, and in consideration of the
premises, and of the purchase and acceptance of the Debt Securities by the
holders thereof, the Partnership and the Trustee covenant and agree with each
other, for the benefit of the respective Holders from time to time of the Debt
Securities or any series thereof, as follows:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. Definitions.

     "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. The Trustee may request and may conclusively rely upon an Officers'
Certificate to determine whether any Person is an Affiliate of any specified
Person.



     "Agent" means any Registrar or paying agent.

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

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

     "Business Day" means any day other than a Legal Holiday.

     "capital stock" of any Person means and includes any and all shares, rights
to purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the
equity (which includes, but is not limited to, common stock, preferred stock and
partnership and joint venture interests) of such Person (excluding any debt
securities that are convertible into, or exchangeable for, such equity).

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

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

     "Debt Security" or "Debt Securities" has the meaning stated in the first
recital of this Indenture and more particularly means any debt security or debt
securities, as the case may be, of any series authenticated and delivered under
this Indenture.

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

     "Depositary" means, unless otherwise specified by the Partnership pursuant
to either Section 2.03 or 2.15, with respect to Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Exchange Act or other
applicable statute or regulations.

     "Designated Senior Indebtedness" means (i) any Senior Indebtedness which,
at the date of determination, has an aggregate principal amount outstanding of,
or under which, at the date of determination, the holders thereof are committed
to lend up to, at least $100 million and (ii) any other Senior Indebtedness
designated, as provided in Section 2.03, in respect of any series of Debt
Securities.

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

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

                                       2



     "Floating Rate Security" means a Debt Security that provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index specified pursuant to Section 2.03.

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

     "General Partner" means Sunoco Logistics Partners GP LLC, a Delaware
limited liability company, and its successors as general partner of the
Partnership.

     "Global Security" means with respect to any series of Debt Securities
issued hereunder, a Debt Security which is executed by the Partnership and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, all in accordance with this Indenture and any
Indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers' Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date or
dates on which principal is due and interest rate or method of determining
interest.

     "guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt or other obligation of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (a) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation of such other Person (whether arising
by virtue of partnership arrangements, or by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (b) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term "guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "guarantee" used as a verb has a corresponding meaning.

     "Guarantor" means the Person named as the "Guarantor" 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
"Guarantor" shall mean such successor Person.

     "Holder," "Holder of Debt Securities" or other similar terms means, a
Person in whose name a Debt Security is registered in the Debt Security Register
(as defined in Section 2.07(a)).

     "Indenture" means this instrument as originally executed, or, if amended or
supplemented as herein provided, as so amended or supplemented and shall include
the form and terms of particular series of Debt Securities as contemplated
hereunder, whether or not a supplemental Indenture is entered into with respect
thereto.

                                       3



     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, New York or at a Place of Payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

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

     "Officer" means, with respect to a Person, the Chief Executive Officer, the
President, any Vice President, the Treasurer, any Assistant Treasurer,
Controller, Secretary, Assistant Secretary or any Assistant Vice President of
such Person.

     "Officers' Certificate" means a certificate signed by two Officers of the
General Partner, one of whom must be the chief executive officer, chief
financial officer or chief accounting officer.

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

     "Original Issue Discount Debt Security" means any Debt Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

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

     (a)  Debt Securities of that series theretofore canceled by the Trustee or
          delivered to the Trustee for cancellation;

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

     (c)  Debt Securities of that series which have been paid pursuant to
          Section 2.09 or in exchange for or in lieu of which other Debt
          Securities have been authenticated and delivered pursuant to this
          Indenture, other than any such Debt Securities in respect of which
          there shall have been presented to the Trustee proof satisfactory to
          it that such Debt Securities are held by a bona fide purchaser in
          whose hands such Debt Securities are valid obligations of the
          Partnership;

                                       4



provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Partnership or any other obligor upon the Debt
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 Debt Securities which
an officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt 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 Debt Securities and that the
pledgee is not the Partnership or any other obligor upon the Debt Securities or
an Affiliate of the Partnership or of such other obligor. In determining whether
the Holders of the requisite principal amount of Outstanding Debt Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Debt
Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

     "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" and "Partnership Order" means, respectively, a
written request or order signed in the name of the Partnership by the Chairman
of the Board, the President or a Vice President of the General Partner, and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant 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 others
holding positions comparable to those of the foregoing nature, as applicable.

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

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

     "Representative" means the trustee, agent or representative (if any) for an
issue of Senior Debt.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, and any
successor statute.

     "Senior Indebtedness," unless otherwise provided with respect to the Debt
Securities of a series as contemplated by Section 2.03, means (1) all Debt of
the Subsidiary Guarantors or the

                                       5



Partnership, whether currently outstanding or hereafter issued, unless, by the
terms of the instrument creating or evidencing such Debt, it is provided that
such Debt is not superior in right of payment to the Debt Securities, in the
case of the Partnership, or the Guarantee, in the case of the Subsidiary
Guarantors, or to other Debt which is pari passu with or subordinated to the
Debt Securities, in the case of the Partnership, or the Guarantee, in the case
of the Subsidiary Guarantors, and (2) any modifications, refunding, deferrals,
renewals, or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no event shall
"Senior Indebtedness" include (a) Debt evidenced by the Debt Securities or any
Guarantee, (b) Debt of any of the Subsidiary Guarantors or the Partnership owed
or owing to any Subsidiary of the Partnership, (c) Debt of any of the Subsidiary
Guarantors owed or owing to the Partnership, (d) Debt to trade creditors, (e)
any liability for taxes owed or owing by the Subsidiary Guarantors or the
Partnership or (f) Debt of any Subsidiary Guarantor in the event there is no
series of Debt Securities Outstanding that is entitled to the benefits of a
Guarantee.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

     "Subsidiary" of any Person means:

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

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

     "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this instrument until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Subsidiary Guarantors" shall mean
such successor Person or Persons, and any other Subsidiary of the Partnership
who may execute this Indenture, or a supplement thereto, for the purpose of
providing a Guarantee of Debt Securities pursuant to this Indenture.

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
(S)77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

                                       6



     "Trustee" initially means [____________________] and any other Person or
Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

     "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

     "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     "U.S. Government Obligations" means direct obligations of the United States
of America, obligations on which the payment of principal and interest is fully
guaranteed by the United States of America or obligations or guarantees for the
payment of which the full faith and credit of the United States of America is
pledged.

     "Yield to Maturity" means the yield to maturity, calculated at the time of
issuance of a series of Debt Securities, or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

     Section 1.02. Other Definitions.

Term                                                   Defined in Section
- ----------------------------------------------------   ---------------------
"Debt Security Register" ..........................     2.07
"Defaulted Interest" ..............................     2.17
"Event of Default" ................................     6.01
"Funding Guarantor" ...............................    14.05
"Guarantee" .......................................    14.01
"Place of Payment" ................................     2.03
"Registrar" .......................................     2.07
"Subordinated Debt Securities" .....................    12.01
"Successor Partnership" ...........................    10.01


     Section 1.03. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

     Section 1.04. Rules of Construction.

     Unless the context otherwise requires:

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

                                       7



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

     (c) "or" is not exclusive;

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

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

     (f) if the applicable series of Debt Securities are subordinated pursuant
to Article XII, unsecured Debt shall not be deemed to be subordinate or junior
to secured Debt merely by virtue of its nature as unsecured Debt; and

     (g) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                   ARTICLE II
                                 DEBT SECURITIES

     Section 2.01. Forms Generally.

     The Debt Securities of each series shall be in substantially the form
established without the approval of any Holder by or pursuant to a resolution of
the Board of Directors or in one or more Indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as the Partnership may deem appropriate (and, if not
contained in a supplemental Indenture entered into in accordance with Article
IX, as are not prohibited by the provisions of this Indenture) or as may be
required or appropriate to comply with any law or with any rules made pursuant
thereto or with any rules of any securities exchange on which such series of
Debt Securities may be listed, or to conform to general usage, or as may,
consistently herewith, be determined by the officers executing such Debt
Securities as evidenced by their execution of the Debt Securities.

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

     Section 2.02. Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication on all Debt Securities
authenticated by the Trustee shall be in substantially the following form:

                                       8




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                                    [_________________________],
                                                    As Trustee


                                                    By:_________________________
                                                            Authorized Signatory


     Section 2.03. Principal Amount; Issuable in Series.

     The aggregate principal amount of Debt Securities which may be issued,
executed, authenticated, delivered and outstanding under this Indenture is
unlimited.

     The Debt Securities may be issued in one or more series in fully registered
form. There shall be established, without the approval of any Holders, in or
pursuant to a resolution of the Board of Directors and set forth in an Officers'
Certificate, or established in one or more Indentures supplemental hereto, prior
to the issuance of Debt Securities of any series any or all of the following:

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

     (b) any limit upon the aggregate principal amount of the Debt Securities of
the series which may be authenticated and delivered under this Indenture (except
for Debt Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debt Securities of the series
pursuant to this Article II);

     (c) the date or dates on which the principal and premium, if any, of the
Debt Securities of the series are payable;

     (d) the rate or rates (which may be fixed or variable) at which the Debt
Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable; and the basis
upon which interest will be calculated if other than that of a 360-day year of
twelve thirty-day months;

     (e) the place or places, if any, in addition to or instead of the corporate
trust office of the Trustee, where the principal of, and premium, if any, and
interest on, Debt Securities of the series shall be payable ("Place of
Payment");

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

                                       9



     (g) whether Debt Securities of the series are entitled to the benefits of
any Guarantee of any Subsidiary Guarantors pursuant to this Indenture;

     (h) the obligation, if any, of the Partnership to redeem, purchase or repay
Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof, and the price or prices at
which and the period or periods within which and the terms and conditions upon
which Debt Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligations;

     (i) the terms, if any, upon which the Debt Securities of the series may be
convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or warrants for capital stock or Debt
or other securities of any kind of the Partnership or any other obligor and the
terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein;

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

     (k) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

     (l) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined);

     (m) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);

     (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

     (o) the terms, if any, of the transfer, mortgage, pledge or assignment as
security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the TIA are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

     (p) any addition to or change in the Events of Default with respect to the
Debt Securities of the series and any change in the right of the Trustee or the
Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

     (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global

                                       10



Security or Securities may be exchanged in whole or in part for other individual
Debt Securities in definitive registered form; and the Depositary for such
Global Security or Securities and the form of any legend or legends to be borne
by any such Global Security or Securities in addition to or in lieu of the
legend referred to in Section 2.15(a);

     (r) any trustees, authenticating or paying agents, transfer agents or
registrars;

     (s) the applicability of, and any addition to or change in the covenants
and definitions currently set forth in this Indenture or in the terms currently
set forth in Article X, including conditioning any merger, conveyance, transfer
or lease permitted by Article X upon the satisfaction of any Debt coverage
standard by the Partnership and Successor Partnership (as defined in Article X);

     (t) the subordination, if any, of the Debt Securities of the series
pursuant to Article XII and any changes or additions to Article XII or
designation of any Designated Senior Indebtedness;

     (u) with regard to Debt Securities of the series that do not bear interest,
the dates for certain required reports to the Trustee; and

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

     All Debt Securities of any one series appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and as set
forth in such Officers' Certificate or in any such Indenture supplemental
hereto.

     Section 2.04. Execution of Debt Securities.

     The Debt Securities shall be signed on behalf of the Partnership by the
Chief Executive Officer, the President or a Vice President of the Partnership
and, if the seal of the Partnership is reproduced thereon, it shall be attested
by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer.
Such signatures upon the Debt Securities may be the manual or facsimile
signatures of the present or any future such authorized officers and may be
imprinted or otherwise reproduced on the Debt Securities. The seal of the
Partnership, if any, may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.

     Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the Partnership shall be conclusive evidence that the Debt
Security so authenticated has been duly authenticated and delivered hereunder.

     In case any officer of the Partnership who shall have signed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Partnership, such Debt Securities nevertheless

                                       11



may be authenticated and delivered or disposed of as though the Person who
signed such Debt Securities had not ceased to be such officer of the
Partnership; and any Debt Security may be signed on behalf of the Partnership by
such Persons as, at the actual date of the execution of such Debt Security,
shall be the proper officers of the Partnership, although at the date of such
Debt Security or of the execution of this Indenture any such Person was not such
officer.

     Section 2.05. Authentication and Delivery of Debt Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Partnership may deliver Debt Securities of any series executed by
the Partnership to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debt Securities to or upon a Partnership
Order. In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon:

     (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the General Partner,
authorizing the terms of issuance of any series of Debt Securities;

     (b) an executed supplemental Indenture, if any;

     (c) an Officers' Certificate; and

     (d) an Opinion of Counsel prepared in accordance with Section 13.05 which
shall also state:

          (i) that the form of such Debt Securities has been established by or
     pursuant to a resolution of the Board of Directors or by a supplemental
     Indenture as permitted by Section 2.01 in conformity with the provisions of
     this Indenture;

          (ii) that the terms of such Debt Securities have been established by
     or pursuant to a resolution of the Board of Directors or by a supplemental
     Indenture as permitted by Section 2.03 in conformity with the provisions of
     this Indenture;

          (iii) that such Debt Securities, when authenticated and delivered by
     the Trustee and issued by the Partnership in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Partnership, enforceable in accordance
     with their terms except as the enforceability thereof may be limited by
     bankruptcy, insolvency or similar laws affecting the enforcement of
     creditors' rights generally and rights of acceleration and the availability
     of equitable remedies may be limited by equitable principles of general
     applicability;

          (iv) that the Partnership has the partnership power to issue such Debt
     Securities and has duly taken all necessary partnership action with respect
     to such issuance;

                                       12




          (v) that the issuance of such Debt Securities will not contravene the
     organizational documents of the Partnership or result in any material
     violation of any of the terms or provisions of any law or regulation or of
     any material indenture, mortgage or other agreement known to such counsel
     by which the Partnership is bound;

          (vi) that authentication and delivery of such Debt Securities and the
     execution and delivery of any supplemental Indenture will not violate the
     terms of this Indenture; and

          (vii) such other matters as the Trustee may reasonably request.

     Such Opinion of Counsel need express no opinion as to whether a court in
the United States would render a money judgment in a currency other than that of
the United States.

     The Trustee shall have the right to decline to authenticate and deliver any
Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or vice presidents (or any combination
thereof) shall determine that such action would expose the Trustee to personal
liability to existing Holders.

     The Trustee may appoint an authenticating agent reasonably acceptable to
the Partnership to authenticate Debt Securities of any series. Unless limited by
the terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.

     Unless otherwise provided in the form of Debt Security for any series, each
Debt Security shall be dated the date of its authentication.

     Section 2.06. Denomination of Debt Securities.

     Unless otherwise provided in the form of Debt Security for any series, the
Debt Securities of each series shall be issuable only as fully registered Debt
Securities in such Dollar denominations as shall be specified or contemplated by
Section 2.03. In the absence of any such specification with respect to the Debt
Securities of any series, the Debt Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

     Section 2.07. Registration of Transfer and Exchange.

     (a) The Partnership shall keep or cause to be kept a register for each
series of Debt Securities issued hereunder (hereinafter collectively referred to
as the "Debt Security Register"), in which, subject to such reasonable
regulations as it may prescribe, the Partnership shall provide for the
registration of all Debt Securities and the transfer of Debt Securities as in
this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Partnership in accordance with the

                                       13



provisions of Section 4.02, the Partnership shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new Debt
Security or Debt Securities of authorized denominations for a like aggregate
principal amount. In no event may Debt Securities be issued as, or exchanged
for, bearer securities.

     Unless and until otherwise determined by the Partnership by resolution of
the Board of Directors, the register of the Partnership for the purpose of
registration, exchange or registration of transfer of the Debt Securities shall
be kept at the principal corporate trust office of the Trustee and, for this
purpose, the Trustee shall be designated "Registrar."

     Debt Securities of any series (other than a Global Security, except as set
forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Partnership as provided in Section 4.02, and
the Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Debt Security or Debt Securities which the Holder making
the exchange shall be entitled to receive.

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

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

     No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Partnership may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Partnership's own expense or without expense or without charge to the Holders.

     The Partnership shall not be required (i) to issue, register the transfer
of or exchange any Debt Securities for a period of 15 days next preceding any
mailing of notice of redemption of Debt Securities of such series or (ii) to
register the transfer of or exchange any Debt Securities selected, called or
being called for redemption.

     Prior to the due presentation for registration of transfer of any Debt
Security, the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any paying agent or any Registrar may deem and treat the Person in
whose name a Debt Security is registered as the absolute owner of such Debt
Security for the purpose of receiving payment of or on account of the principal
of, and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security and for all other purposes whatsoever, whether or not such Debt
Security is overdue, and none of the Partnership, the Guarantor, the Subsidiary
Guarantors, the Trustee, any paying agent or any Registrar shall be affected by
notice to the contrary.

                                       14



     None of the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any agent of the Trustee, any paying agent or any Registrar 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 2.08. Temporary Debt Securities.

     Pending the preparation of definitive Debt Securities of any series, the
Partnership may execute and the Trustee shall authenticate and deliver temporary
Debt Securities (printed, lithographed, photocopied, typewritten or otherwise
produced) of any authorized denomination, and substantially in the form of the
definitive Debt Securities in lieu of which they are issued, in registered form
with such omissions, insertions and variations as may be appropriate for
temporary Debt Securities, all as may be determined by the Partnership with the
concurrence of the Trustee. Temporary Debt Securities may contain such reference
to any provisions of this Indenture as may be appropriate. Every temporary Debt
Security shall be executed by the Partnership and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Debt Securities.

     If temporary Debt Securities of any series are issued, the Partnership will
cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Partnership at a Place
of Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

     Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be
exchanged and endorsed.

     Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities.

     If (a) any mutilated Debt Security is surrendered to the Trustee at its
corporate trust office or (b) the Partnership and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security,
and there is delivered to the Partnership and the Trustee such security or
indemnity as may be required by them to save each of them and any paying agent
harmless, and neither the Partnership nor the Trustee receives notice that such
Debt Security has been acquired by a bona fide purchaser, then the Partnership
shall execute and, upon a

                                       15



Partnership Order, the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like tenor, form, terms and principal
amount, bearing a number not contemporaneously Outstanding. Upon the issuance of
any substituted Debt Security, the Partnership may require the payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Debt which has matured or is about to mature or which has been
called for redemption shall become mutilated or be destroyed, lost or stolen,
the Partnership may, instead of issuing a substituted Debt Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Debt Security) if the applicant for such payment shall furnish
the Partnership and the Trustee with such security or indemnity as either may
require to save it harmless from all risk, however remote, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Partnership and
the Trustee of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

     Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Partnership, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     Section 2.10. Cancellation of Surrendered Debt Securities.

     All Debt Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to the Partnership or any paying
agent or a Registrar, be delivered to the Trustee for cancellation by it, or if
surrendered to the Trustee, shall be canceled by it, and no Debt Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. All canceled Debt Securities held by the Trustee
shall be destroyed (subject to the record retention requirements of the Exchange
Act) and certification of their destruction delivered to the Partnership, unless
otherwise directed. On request of the Partnership, the Trustee shall deliver to
the Partnership canceled Debt Securities held by the Trustee. If the Partnership
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the Debt represented thereby unless
and until the same are delivered or surrendered to the Trustee for cancellation.
The Partnership may not issue new Debt Securities to replace Debt Securities it
has redeemed, paid or delivered to the Trustee for cancellation.

     Section 2.11. Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders.

                                       16




     Nothing in this Indenture or in the Debt Securities, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto,
the Holders or any Registrar or paying agent, any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all its covenants, conditions and
provisions being for the sole benefit of the parties hereto, the Holders and any
Registrar and paying agents.

     Section 2.12. Payment of Interest; Interest Rights Preserved.

     (a) Interest on any Debt Security that is payable and is punctually paid or
duly provided for on any interest payment date shall be paid to the Person in
whose name such Debt Security is registered at the close of business on the
regular record date for such interest notwithstanding the cancellation of such
Debt Security upon any transfer or exchange subsequent to the regular record
date. Payment of interest on Debt Securities shall be made at the corporate
trust office of the Trustee (except as otherwise specified pursuant to Section
2.03), or at the option of the Partnership, by check mailed to the address of
the Person entitled thereto as such address shall appear in the Debt Security
Register or, if provided pursuant to Section 2.03 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Holder by wire
transfer to an account designated by the Holder.

     (b) Subject to the foregoing provisions of this Section 2.12 and Section
2.17, each Debt Security of a particular series delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Debt
Security of the same series shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Debt Security.

     Section 2.13. Securities Denominated in Dollars.

     Except as otherwise specified pursuant to Section 2.03 for Debt Securities
of any series, payment of the principal of, and premium, if any, and interest
on, Debt Securities of such series will be made in Dollars.

     Section 2.14. Wire Transfers.

     Notwithstanding any other provision to the contrary in this Indenture, the
Partnership may make any payment of moneys required to be deposited with the
Trustee on account of principal of, or premium, if any, or interest on, the Debt
Securities (whether pursuant to optional or mandatory redemption payments,
interest payments or otherwise) by wire transfer in immediately available funds
to an account designated by the Trustee before 11:00 a.m., New York City time,
on the date such moneys are to be paid to the Holders of the Debt Securities in
accordance with the terms hereof.

     Section 2.15. Securities Issuable in the Form of a Global Security.

     (a) If the Partnership shall establish pursuant to Sections 2.01 and 2.03
that the Debt Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Partnership shall
execute and the Trustee or its agent shall, in accordance with Section 2.05,
authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount

                                       17



of, the Outstanding Debt Securities of such series to be represented by such
Global Security or Securities, or such portion thereof as the Partnership shall
specify in an Officers' Certificate, shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, shall be
delivered by the Trustee or its agent to the Depositary or pursuant to the
Depositary's instruction and shall bear a legend substantially to the following
effect:

     "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
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.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN,"

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

     (b) Notwithstanding any other provision of this Section 2.15 or of Section
2.07 to the contrary, and subject to the provisions of paragraph (c) below,
unless the terms of a Global Security expressly permit such Global Security to
be exchanged in whole or in part for definitive Debt Securities in registered
form, a Global Security may be transferred, in whole but not in part and in the
manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such Global Security, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security
selected or approved by the Partnership, or to a nominee of such successor
Depositary.

     (c)(i) If at any time the Depositary for a Global Security or Securities
     notifies the Partnership that it is unwilling or unable to continue as
     Depositary for such Global Security or Securities or if at any time the
     Depositary for the Debt Securities for such series shall no longer be
     eligible or in good standing under the Exchange Act or other applicable
     statute, rule or regulation, the Partnership shall appoint a successor
     Depositary with respect to such Global Security or Securities. If a
     successor Depositary for such Global Security or Securities is not
     appointed by the Partnership within 90 days after the Partnership receives
     such notice or becomes aware of such ineligibility, the Partnership shall
     execute, and the Trustee or its agent, upon receipt of a Partnership Order
     for the

                                       18



     authentication and delivery of such individual Debt Securities of such
     series in exchange for such Global Security, will authenticate and deliver,
     individual Debt Securities of such series of like tenor and terms in
     definitive form in an aggregate principal amount equal to the principal
     amount of the Global Security in exchange for such Global Security or
     Securities.

     (ii) The Partnership may at any time and in its sole discretion determine
     that the Debt Securities of any series or portion thereof issued or
     issuable in the form of one or more Global Securities shall no longer be
     represented by such Global Security or Securities. In such event the
     Partnership will execute, and the Trustee, upon receipt of a Partnership
     Order for the authentication and delivery of individual Debt Securities of
     such series in exchange in whole or in part for such Global Security, will
     authenticate and deliver individual Debt Securities of such series of like
     tenor and terms in definitive form in an aggregate principal amount equal
     to the principal amount of such series or portion thereof in exchange for
     such Global Security or Securities.

     (iii) If specified by the Partnership pursuant to Sections 2.01 and 2.03
     with respect to Debt Securities issued or issuable in the form of a Global
     Security, the Depositary for such Global Security may surrender such Global
     Security in exchange in whole or in part for individual Debt Securities of
     such series of like tenor and terms in definitive form on such terms as are
     acceptable to the Partnership, the Trustee and such Depositary. Thereupon
     the Partnership shall execute, and the Trustee or its agent upon receipt of
     a Partnership Order for the authentication and delivery of definitive Debt
     Securities of such series shall authenticate and deliver, without service
     charge, to each Person specified by such Depositary a new Debt Security or
     Securities of the same series of like tenor and terms and of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Global Security; and to such Depositary a new Global Security of like tenor
     and terms and in an authorized denomination equal to the difference, if
     any, between the principal amount of the surrendered Global Security and
     the aggregate principal amount of Debt Securities delivered to Holders
     thereof.

     (iv) In any exchange provided for in any of the preceding three paragraphs,
     the Partnership will execute and the Trustee or its agent will authenticate
     and deliver individual Debt Securities. Upon the exchange of the entire
     principal amount of a Global Security for individual Debt Securities, such
     Global Security shall be canceled by the Trustee or its agent. Except as
     provided in the preceding paragraph, Debt Securities issued in exchange for
     a Global Security pursuant to this Section 2.15 shall be registered in such
     names and in such authorized denominations as the Depositary for such
     Global Security, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Trustee or the Registrar. The
     Trustee or the Registrar shall deliver such Debt Securities to the Persons
     in whose names such Debt Securities are so registered.

     (v) Payments in respect of the principal of and interest on any Debt
     Securities registered in the name of the Depositary or its nominee will be
     payable to the Depositary or such nominee in its capacity as the registered
     owner of such Global Security. The Partnership and the Trustee may treat
     the Person in whose name the Debt Securities,

                                       19



     including the Global Security, are registered as the owner thereof for the
     purpose of receiving such payments and for any and all other purposes
     whatsoever. None of the Partnership, the Trustee, any Registrar, the paying
     agent or 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 the beneficial ownership interests of the
     Global Security by the Depositary or its nominee or any of the Depositary's
     direct or indirect participants, or for maintaining, supervising or
     reviewing any records of the Depositary, its nominee or any of its direct
     or indirect participants relating to the beneficial ownership interests of
     the Global Security, the payments to the beneficial owners of the Global
     Security of amounts paid to the Depositary or its nominee, or any other
     matter relating to the actions and practices of the Depositary, its nominee
     or any of its direct or indirect participants. None of the Partnership, the
     Trustee or any such agent will be liable for any delay by the Depositary,
     its nominee, or any of its direct or indirect participants in identifying
     the beneficial owners of the Debt Securities, and the Partnership and the
     Trustee may conclusively rely on, and will be protected in relying on,
     instructions from the Depositary or its nominee for all purposes (including
     with respect to the registration and delivery, and the respective principal
     amounts, of the Debt Securities to be issued).

     Section 2.16. Medium Term Securities.

     Notwithstanding any contrary provision herein, if all Debt Securities of a
series are not to be originally issued at one time, it shall not be necessary
for the Partnership to deliver to the Trustee an Officers' Certificate,
resolutions of the Board of Directors, supplemental Indenture, Opinion of
Counsel or written order or any other document otherwise required pursuant to
Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of
each Debt Security of such series if such documents are delivered to the Trustee
or its agent at or prior to the authentication upon original issuance of the
first such Debt Security of such series to be issued; provided, that any
subsequent request by the Partnership to the Trustee to authenticate Debt
Securities of such series upon original issuance shall constitute a
representation and warranty by the Partnership that, as of the date of such
request, the statements made in the Officers' Certificate delivered pursuant to
Section 2.05 or 13.05 shall be true and correct as if made on such date and that
the Opinion of Counsel delivered at or prior to such time of authentication of
an original issuance of Debt Securities shall specifically state that it shall
relate to all subsequent issuances of Debt Securities of such series that are
identical to the Debt Securities issued in the first issuance of Debt Securities
of such series.

     A Partnership Order delivered by the Partnership to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order (any such
telephonic instructions to be promptly confirmed in writing by such Person) and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental Indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
Indenture or such resolution.

                                       20




     Section 2.17. Defaulted Interest.

     Any interest on any Debt Security of a particular series which is payable,
but is not punctually paid or duly provided for, on the dates and in the manner
provided in the Debt Securities of such series and in this Indenture (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
thereof on the relevant 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 (i) or (ii) below:

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

          (ii) The Partnership may make payment of any Defaulted Interest on the
     Debt Securities of such series in any other lawful manner not inconsistent
     with the requirements of any securities exchange on which the Debt
     Securities of such series may be listed, 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.

     Section 2.18. CUSIP Numbers.

     The Partnership in issuing the Debt Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the accuracy of such numbers
either as printed on the Debt Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers

                                       21



printed on the Debt Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Partnership will promptly notify
the Trustee in writing of any change in the "CUSIP" numbers.


                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

     Section 3.01. Applicability of Article.

     The provisions of this Article shall be applicable to the Debt Securities
of any series which are redeemable before their Stated Maturity except as
otherwise specified as contemplated by Section 2.03 for Debt Securities of such
series.

     Section 3.02. Notice of Redemption; Selection of Debt Securities.

     In case the Partnership shall desire to exercise the right to redeem all
or, as the case may be, any part of the Debt Securities of any series in
accordance with their terms, by resolution of the Board of Directors or a
supplemental Indenture, the Partnership shall fix a date for redemption and
shall give notice of such redemption at least 30 and not more than 60 days prior
to the date fixed forredemption to the Holders of Debt Securities of such series
so to be redeemed as a whole or in part, in the manner provided in Section
13.03. The notice if given in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice. In any case, failure to give such notice or any defect in the notice to
the Holder of any Debt Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Debt Security of such series.

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which Debt Securities of such series are to be redeemed
(or the method of calculating such redemption price), the Place or Places of
Payment that payment will be made upon presentation and surrender of such Debt
Securities, that any interest accrued to the date fixed for redemption will be
paid as specified in said notice, that the redemption is for a sinking fund
payment (if applicable), that, unless otherwise specified in such notice, that,
if the Partnership defaults in making such redemption payment or if the Debt
Securities of that series are subordinated pursuant to the terms of Article XII,
the paying agent is prohibited from making such payment pursuant to the terms of
this Indenture, that on and after said date any interest thereon or on the
portions thereof to be redeemed will cease to accrue, that in the case of
Original Issue Discount Securities original issue discount accrued after the
date fixed for redemption will cease to accrue, the terms of the Debt Securities
of that series pursuant to which the Debt Securities of that series are being
redeemed and that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Debt
Securities of that series. If less than all the Debt Securities of a series are
to be redeemed the notice of redemption shall specify the certificate numbers of
the Debt Securities of that series to be redeemed. In case any Debt Security of
a series is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Debt
Security, a new Debt

                                       22



Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof, will be issued.

     At least 45 days but not more than 60 days before the Redemption Date
unless the Trustee consents to a shorter period, the Partnership shall give
written notice to the Trustee of the Redemption Date, the principal amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Partnership to
the effect that such redemption will comply with the conditions herein. If fewer
than all the Debt Securities of a series are to be redeemed, the record date
relating to such redemption shall be selected by the Partnership and given in
writing to the Trustee, which record date shall be not less than 15 days after
the date of notice to the Trustee.

     By 11 a.m., New York City time, on the Redemption Date for any Debt
Securities, 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) an amount of money in Dollars (except as provided pursuant to
Section 2.03) sufficient to pay the redemption price of such Debt Securities or
any portions thereof that are to be redeemed on that date, together with any
interest accrued to the Redemption Date.

     If less than all the Debt Securities of like tenor and terms of a series
are to be redeemed, (other than pursuant to mandatory sinking fund redemptions)
the Trustee shall select, on a pro rata basis, by lot or by such other method as
in its sole discretion it shall deem appropriate and fair, the Debt Securities
of that series or portions thereof (in multiples of $1,000) to be redeemed. In
any case where more than one Debt Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Debt Security of such
series. The Trustee shall promptly notify the Partnership in writing of the Debt
Securities selected for redemption and, in the case of any Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed. If
any Debt Security called for redemption shall not be so paid upon surrender
thereof on such Redemption Date, the principal, premium, if any, and interest
shall bear interest until paid from the Redemption Date at the rate borne by the
Debt Securities of that series. If less than all the Debt Securities of unlike
tenor and terms of a series are to be redeemed, the particular Debt Securities
to be redeemed shall be selected by the Partnership. Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.

     Section 3.03. Payment of Debt Securities Called for Redemption.

     If notice of redemption has been given as provided in Section 3.02, the
Debt Securities or portions of Debt Securities of the series with respect to
which such notice has been given shall become due and payable on the date and at
the Place or Places of Payment stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for
redemption, and on and after said date (unless the Partnership shall default in
the payment of such Debt Securities at the applicable redemption price, together
with any interest accrued to said date) any interest on the Debt Securities or
portions of Debt Securities of any series so called for redemption shall cease
to accrue, any original issue discount in the case of Original

                                       23



Issue Discount Securities shall cease to accrue. On presentation and surrender
of such Debt Securities at the Place or Places of Payment in said notice
specified, the said Debt Securities or the specified portions thereof shall be
paid and redeemed by the Partnership at the applicable redemption price,
together with any interest accrued thereon to the date fixed for redemption.

     Any Debt Security that is to be redeemed only in part shall be surrendered
at the corporate trust office or such other office or agency of the Partnership
as is specified pursuant to Section 2.03 with, if the Partnership, the Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Partnership, the Registrar 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 Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so
surrendered, the Partnership shall execute, and the Trustee shall authenticate
and deliver to the Depositary for such Global Security, without service charge,
a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In
the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.

     Section 3.04. Mandatory and Optional Sinking Funds.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series, resolution of the Board of Directors or a
supplemental Indenture is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series, resolution of the Board of Directors or
a supplemental Indenture is herein referred to as an "optional sinking fund
payment."

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Partnership may at
its option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Partnership or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Partnership pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

     Section 3.05. Redemption of Debt Securities for Sinking Fund.

                                       24



     Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities, the Partnership will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, any resolution or
supplemental Indenture, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of that series pursuant to this Section
3.05 (which Debt Securities, if not previously redeemed, will accompany such
certificate) and whether the Partnership intends to exercise its right to make
any permitted optional sinking fund payment with respect to such series. Such
certificate shall also state that no Event of Default has occurred and is
continuing with respect to such series. Such certificate shall be irrevocable
and upon its delivery the Partnership shall be obligated to make the cash
payment or payments therein referred to, if any, by 11 a.m., New York City time,
on the next succeeding sinking fund payment date. Failure of the Partnership to
deliver such certificate (or to deliver the Debt Securities specified in this
paragraph) shall not constitute a Default, but such failure shall require that
the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Partnership shall
so request) with respect to the Debt Securities of any particular series shall
be applied by the Trustee on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.

     The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Partnership shall cause notice of the redemption thereof to
be given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

     At least one business day before each sinking fund payment date, the
Partnership shall pay to the Trustee (or, if the Partnership is acting as its
own paying agent, the Partnership shall

                                       25



segregate and hold in trust) in cash a sum equal to any interest accrued to the
date fixed for redemption of Debt Securities or portions thereof to be redeemed
on such sinking fund payment date pursuant to this Section 3.05.

     The Trustee shall not redeem any Debt Securities of a series with sinking
fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Default or Event of Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.05.

                                   ARTICLE IV
                     PARTICULAR COVENANTS OF THE PARTNERSHIP

     Section 4.01. Payment of Principal of, and Premium, If Any, and Interest
on, Debt Securities.

     The Partnership, for the benefit of each series of Debt Securities, will
duly and punctually pay or cause to be paid the principal of, and premium, if
any, and interest on, each of the Debt Securities at the place, at the
respective times and in the manner provided herein or in the Debt Securities.
Each installment of interest on the Debt Securities may at the Partnership's
option be paid by mailing checks for such interest payable to the Person
entitled thereto pursuant to Section 2.07(a) to the address of such Person as it
appears on the Debt Security Register.

     Principal, premium and interest of Debt Securities of any series shall be
considered paid on the date due if, by 11 a.m., New York City time, on such date
the Trustee or any paying agent holds in accordance with this Indenture money
sufficient to pay all principal, premium and interest then due and, in the case
of Debt Securities subordinated pursuant to the terms of Article XII, the
Trustee or such paying agent, as the case may be, is not prohibited from paying
such money to the Holders on that date pursuant to the terms of this Indenture.

     The Partnership shall pay interest on overdue principal or premium, if any,
at the rate specified therefor in the Debt Securities and it shall pay interest
on overdue installments of interest at the same rate to the extent lawful.

     Section 4.02. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities.

                                       26



     The Partnership will maintain in each Place of Payment for any series of
Debt Securities an office or agency where Debt Securities of such series may be
presented or surrendered for payment, and it shall also maintain (in or outside
such Place of Payment) an office or agency where Debt Securities of such series
may be surrendered for transfer or exchange and where notices and demands to or
upon the Partnership in respect of the Debt Securities of such series and this
Indenture may be served. The Partnership will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Partnership shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
office of the Trustee where its corporate trust business is principally
administered in the United States, and the Partnership hereby appoints the
Trustee as its agent to receive all presentations, surrenders, notices and
demands.

     The Partnership may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Partnership of its obligations described in the preceding
paragraph. The Partnership will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

     Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee.

     The Partnership, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.08, a
Trustee, so that there shall at all times be a Trustee hereunder with respect to
each series of Debt Securities.

     Section 4.04. Duties of Paying Agents, etc.

     The Partnership shall cause each paying agent, if any, other than the
Trustee, to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 4.04,

          (i) that it will hold all sums held by it as such agent for the
     payment of the principal of, and premium, if any, or interest on, the Debt
     Securities of any series (whether such sums have been paid to it by the
     Partnership or by any other obligor on the Debt Securities of such series)
     in trust for the benefit of the Holders of the Debt Securities of such
     series;

          (ii) that it will give the Trustee notice of any failure by the
     Partnership (or by any other obligor on the Debt Securities of such series)
     to make any payment of the principal of, and premium, if any, or interest
     on, the Debt Securities of such series when the same shall be due and
     payable; and

          (iii) that it will at any time during the continuance of an Event of
     Default, upon the written request of the Trustee, forthwith pay to the
     Trustee all sums so held by it as such agent.

                                       27




     (b) If the Partnership shall act as its own paying agent, it will, on or
before each due date of the principal of, and premium, if any, or interest on,
the Debt Securities of any series, set aside, segregate and hold in trust for
the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Partnership will promptly notify the Trustee of any failure by the
Partnership to take such action or the failure by any other obligor on such Debt
Securities to make any payment of the principal of, and premium, if any, or
interest on, such Debt Securities when the same shall be due and payable.

     (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Partnership may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Partnership or such paying agent.

     (d) Whenever the Partnership shall have one or more paying agents with
respect to any series of Debt Securities, it will, prior to each due date of the
principal of, and premium, if any, or interest on, any Debt Securities of such
series, deposit with any such paying agent a sum sufficient to pay the
principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless any such paying agent
is the Trustee) the Partnership will promptly notify the Trustee of its action
or failure so to act.

     (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.

     Section 4.05. SEC Reports; Financial Statements.

     (a) The Partnership shall, so long as any of the Debt Securities are
Outstanding, file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Partnership is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Partnership
is not subject to the requirements of such Section 13 or 15(d), the Partnership
shall file with the Trustee, within 15 days after it would have been required to
file the same with the SEC, financial statements, including any notes thereto
(and with respect to annual reports, an auditors' report by a firm of
established national reputation), and a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," both comparable to that which
the Partnership would have been required to include in such annual reports,
information, documents or other reports if the Partnership had been subject to
the requirements of such Section 13 or 15(d). The Partnership shall also comply
with the provisions of TIA Section 314(a).

     (b) If the Partnership is required to furnish annual or quarterly reports
to its capital stockholders pursuant to the Exchange Act, the Partnership shall,
so long as any of the Debt Securities are outstanding, cause any annual report
furnished to its capital stockholders generally and any quarterly or other
financial reports furnished by it to its capital stockholders generally to be
filed with the Trustee and mailed to the Holders in the manner and to the extent
provided in Section 5.03.

                                       28





     (c) The Partnership shall provide the Trustee with a sufficient number of
copies of all reports and other documents and information that the Trustee may
be required to deliver to Holders under this Section.

     (d) The Partnership shall, so long as any of the Notes are Outstanding,
deliver to the Trustee, within 30 days of any Officer of the Partnership
becoming aware of the occurrence of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default and what
action the Partnership is taking or proposes to take with respect thereto.

     Section 4.06. Compliance Certificate.

     (a) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Partnership, an Officers' Certificate stating that a review
of the activities of the Partnership and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers of the
Partnership with a view to determining whether the Partnership has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Partnership has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Partnership is taking or proposes
to take with respect thereto) and that to the best of his knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of, or premium, if any, or interest, if any, on the Debt Securities
are prohibited or, if such event has occurred, a description of the event and
what action the Partnership is taking or proposes to take with respect thereto.

     (b) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee within 30 days after the occurrence of any
Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default, the status thereof and what action
the Partnership is taking or proposes to take with respect thereto.

     Section 4.07. Further Instruments and Acts.

     The Partnership will, upon request of the Trustee, execute and deliver such
further instruments and do such further acts as may reasonably be necessary or
proper to carry out more effectually the purposes of this Indenture.

     Section 4.08. Existence.

     Except as permitted by Article X hereof, the Partnership shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence and all rights (charter and statutory) and franchises of the
Partnership, provided that the Partnership shall not be required to preserve any
such right or franchise, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Partnership.

                                       29



     Section 4.09. Maintenance of Properties.

     The Partnership shall cause all properties owned by the Partnership or any
of its Subsidiaries or used or held for use in the conduct of its business or
the business of any such Subsidiary to be maintained and kept in good condition,
repair and working order (reasonable wear and tear excepted) and supplied with
all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Partnership may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided that nothing in this Section shall prevent the Partnership from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Partnership, desirable in the conduct
of its business or the business of any such Subsidiary and not disadvantageous
in any material respect to the Holders.

     Section 4.10. Payment of Taxes and Other Claims.

     The Partnership shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Partnership or any of its
Subsidiaries or upon the income, profits or property of the Partnership or any
of its Subsidiaries, and (ii) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon the property of the
Partnership or any of its Subsidiaries; provided that the Partnership shall not
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

     Section 4.11. Waiver of Certain Covenants.

     The Partnership, the Guarantor and the Subsidiary Guarantors may, with
respect to the Debt Securities of any series, omit in any particular instance to
comply with any covenant set forth in this Article IV (except Sections 4.01
through 4.08) or made applicable to such Debt Securities pursuant to Section
2.03, if, before or after the time for such compliance, the Holders of at least
a majority in principal amount of the Outstanding Debt Securities of each series
affected, waive such compliance in such instance with such covenant, but no such
waiver shall extend to or affect such covenant except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Partnership, the Guarantor, and the Subsidiary Guarantors and the duties of the
Trustee in respect of any such covenant shall remain in full force and effect.

                                   ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

     Section 5.01. Partnership to Furnish Trustee Information as to Names and
Addresses of Holders; Preservation of Information.

     The Partnership covenants and agrees that it will furnish or cause to be
furnished to the Trustee with respect to the Debt Securities of each series:

                                       30



     (a) not more than 10 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and

     (b) 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 contents as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

     The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

     Section 5.02. Communications to Holders.

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

     Section 5.03. Reports by Trustee.

     Within 60 days after each January 31, beginning with the first January 31
following the date of this Indenture, and in any event on or before April 1 in
each year, the Trustee shall mail to Holders a brief report dated as of such
January 31 that complies with TIA Section 313(a); provided, however, that if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted. The Trustee also
shall comply with TIA Section 313(b).

     Reports pursuant to this Section 5.03 shall be transmitted by mail:

     (a) to all Holders, as the names and addresses of such Holders appear in
the Debt Security Register; and

     (b) except in the cases of reports under Section 313(b)(2) of the TIA, to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.

     A copy of each report at the time of its mailing to Holders shall be filed
with the Securities and Exchange Commission and each stock exchange (if any) on
which the Debt Securities of any series are listed. The Partnership agrees to
notify promptly the Trustee whenever the Debt Securities of any series become
listed on any stock exchange and of any delisting thereof.



     Section 5.04. Record Dates for Action by Holders.

     If the Partnership shall solicit from the Holders of Debt Securities of any
series any action (including the making of any demand or request, the giving of
any direction, notice, consent or waiver or the taking of any other action), the
Partnership may, at its option, by resolution of the Board of Directors, fix in
advance a record date for the determination of Holders of Debt Securities
entitled to take such action, but the Partnership shall have no obligation to do
so. Any such record date shall be fixed at the Partnership's discretion. If such
a record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debt Securities of record at the close of
business on such record date shall be deemed to be Holders of Debt Securities
for the purpose of determining whether Holders of the requisite proportion of
Debt Securities of such series Outstanding have authorized or agreed or
consented to such action, and for that purpose the Debt Securities of such
series Outstanding shall be computed as of such record date.

                                   ARTICLE VI
             REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

     Section 6.01. Events of Default.

     If any one or more of the following shall have occurred and be continuing
with respect to Debt Securities of any series (each of the following, an "Event
of Default"):

     (a) default in the payment of any installment of interest upon any Debt
Securities of that series as and when the same shall become due and payable,
whether or not such payment shall be prohibited by Article XII, if applicable,
and continuance of such default for a period of 30 days; or

     (b) default in the payment of the principal of or premium, if any, on any
Debt Securities of that series as and when the same shall become due and
payable, whether at Stated Maturity, upon redemption, by declaration, upon
required repurchase or otherwise, whether or not such payment shall be
prohibited by Article XII, if applicable; or

     (c) default in the payment of any sinking fund payment with respect to any
Debt Securities of that series as and when the same shall become due and
payable; or

     (d) failure on the part of the Partnership or the Guarantor, or if any
series of Debt Securities Outstanding under this Indenture is entitled to the
benefits of a Guarantee by the Subsidiary Guarantors, any of the Subsidiary
Guarantors, duly to observe or perform any other of the covenants or agreements
on the part of the Partnership, the Guarantor, or if applicable, any of the
Subsidiary Guarantors, in the Debt Securities of that series, in any resolution
of the Board of Directors authorizing the issuance of that series of Debt
Securities, in this Indenture with respect to such series or in any supplemental
Indenture with respect to such series (other than a covenant a default in the
performance of which is elsewhere in this Section specifically dealt with),
continuing for a period of 60 days after the date on which written notice
specifying such failure and requiring the Partnership, the Guarantor, or if
applicable, the Subsidiary Guarantors, to remedy the same shall have been given,
by registered or certified mail, to the Partnership, the Guarantor, or if
applicable, the Subsidiary Guarantors, by the Trustee or to the Partnership, the



Guarantor, or if applicable, the Subsidiary Guarantors, and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time Outstanding; or

     (e) the Partnership or the Guarantor, or if any series of Debt Securities
Outstanding under this Indenture is entitled to the benefits of a Guarantee by
the Subsidiary Guarantors, any of the Subsidiary Guarantors, pursuant to or
within the meaning of any Bankruptcy Law,

          (i) commences a voluntary case,

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

          (iii) consents to the appointment of a Custodian of it or for all or
     substantially all of its property; or

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

     (f) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against the Partnership or the Guarantor, or if any
     series of Debt Securities Outstanding under this Indenture is entitled to
     the benefits of a Guarantee by the Subsidiary Guarantors, any of the
     Subsidiary Guarantors, as debtor in an involuntary case,

          (ii) appoints a Custodian of the Partnership or the Guarantor, or if
     any series of Debt Securities Outstanding under this Indenture is entitled
     to the benefits of a Guarantee by the Subsidiary Guarantors, any of the
     Subsidiary Guarantors, or a Custodian for all or substantially all of the
     property of the Partnership, the Guarantor, or if applicable, any of the
     Subsidiary Guarantors, or

          (iii) orders the liquidation of the Partnership or the Guarantor, or
     if any series of Debt Securities Outstanding under this Indenture is
     entitled to the benefits of a Guarantee by the Subsidiary Guarantors, any
     of the Subsidiary Guarantors,

and the order or decree remains unstayed and in effect for 60 days;

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

     (h) any other Event of Default provided with respect to Debt Securities of
that series; then and in each and every case that an Event of Default described
in clause (a), (b), (c), (d), (g), or (h) with respect to Debt Securities of
that series at the time Outstanding occurs and is



continuing, unless the principal of, premium, if any, and interest on all the
Debt Securities of that series shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Debt Securities of that series then Outstanding hereunder, by notice in
writing to the Partnership (and to the Trustee if given by Holders), may declare
the principal of (or, if the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series), premium, if any, and interest on all the
Debt Securities of that series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities of that series contained to
the contrary notwithstanding. If an Event of Default described in clause (e) or
(f) occurs, then and in each and every such case, unless the principal of and
interest on all the Debt Securities shall have become due and payable, the
principal of (or, if any Debt Securities are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms thereof), premium, if any, and interest on all the Debt Securities then
Outstanding hereunder shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders,
anything in this Indenture or in the Debt Securities contained to the contrary
notwithstanding.

     The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may waive all
past Defaults (except with respect to the nonpayment of principal, premium, if
any, or interest) and rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction already rendered and if all existing Events of Default
have been cured or waived except nonpayment of principal, premium, if any, or
interest that has become due solely because of acceleration. Upon any such
rescission, the parties hereto shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken.

     Section 6.02. Collection of Debt by Trustee, etc.

     If an Event of Default occurs and is continuing, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid or enforce the performance of any provision of the
Debt Securities of the affected series or this Indenture, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Subsidiary Guarantors, the Guarantor or the
Partnership or any other obligor upon the Debt Securities of such series (and
collect in the manner provided by law out of the property of the Subsidiary
Guarantors, the Guarantor or the Partnership or any other obligor upon the Debt
Securities of such series wherever situated the moneys adjudged or decreed to be
payable).

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Subsidiary Guarantors, the Guarantor or the Partnership or
any other obligor upon the Debt Securities of any series under any Bankruptcy
Law, or in case a Custodian shall have been appointed for its property, or in
case of any other similar judicial proceedings relative to the Subsidiary
Guarantors, the Guarantor or the Partnership or any other obligor upon the Debt
Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the



principal of Debt Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section
6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest (or, if the Debt Securities of such
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and
unpaid in respect of the Debt Securities of such series, and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the Trustee,
its agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith) and of the Holders thereof allowed in any such
judicial proceedings relative to the Subsidiary Guarantors, the Guarantor or the
Partnership, or any other obligor upon the Debt Securities of such series, its
creditors or its property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of such Holders and of the Trustee
on their behalf, and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of such Holders to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to such Holders, to pay to the Trustee such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.

     All rights of action and of asserting claims under this Indenture, or under
any of the Debt Securities of any series, may be enforced by the Trustee without
the possession of any such Debt Securities, or the production thereof in any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment (except for any amounts payable to
the Trustee pursuant to Section 7.06) shall be for the ratable benefit of the
Holders of all the Debt Securities in respect of which such action was taken.

     In case of an Event of Default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Section 6.03. Application of Moneys Collected by Trustee.

     Any moneys or other property collected by the Trustee pursuant to Section
6.02 with respect to Debt Securities of any series shall be applied, after
giving effect to the provisions of Article XII, if applicable, in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys or other property, upon presentation of the several Debt Securities
of such series in respect of which moneys or other property have been collected,
and the notation thereon of the payment, if only partially paid, and upon
surrender thereof if fully paid:

                                       35



     FIRST: To the payment of all money due the Trustee pursuant to Section
7.06;

     SECOND: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall not have become due, to the
payment of interest on the Debt Securities of such series in the order of the
maturity of the installments of such interest, with interest (to the extent that
such interest has been collected by the Trustee) upon the overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series, such
payments to be made ratably to the Persons entitled thereto, without
discrimination or preference;

     THIRD: In case the principal of the Outstanding Debt Securities in respect
of which such moneys have been collected shall have become due, by declaration
or otherwise, to the payment of the whole amount then owing and unpaid upon the
Debt Securities of such series for principal and premium, if any, and interest,
with interest on the overdue principal and premium, if any, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of such series; and, in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Debt Securities of such series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of such series over any Debt Security of such
series, ratably to the aggregate of such principal and premium, if any, and
interest; and

     FOURTH: The remainder, if any, shall be paid to the Subsidiary Guarantors,
the Guarantor or the Partnership, as applicable, its successors or assigns, or
to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Partnership shall mail to each Holder and the Trustee a notice that states
the record date, the payment date and amount to be paid.

     Section 6.04. Limitation on Suits by Holders.

     No Holder of any Debt Security of any series shall have any right by virtue
or by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise, upon or under or
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of an Event of Default with respect to Debt
Securities of that same series and of the continuance thereof and unless the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made written request upon the Trustee
to institute such action or proceedings in respect of such Event of Default in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity or security as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings

                                       36



and no direction inconsistent with such written request shall have been given to
the Trustee pursuant to Section 6.06; it being understood and intended, and
being expressly covenanted by the Holder of every Debt Security with every other
Holder and the Trustee, that no one or more Holders shall have any right in any
manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any Holders, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all such Holders. For the protection and
enforcement of the provisions of this Section 6.04, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     Notwithstanding any other provision in this Indenture, however, the right
of any Holder of any Debt Security to receive payment of the principal of, and
premium, if any, and (subject to Section 2.12) interest on, such Debt Security,
on or after the respective due dates expressed in such Debt Security, and to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

     Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of Rights
Not a Waiver of Default.

     All powers and remedies given by this Article VI to the Trustee or to the
Holders shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the Holders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder to exercise
any right or power accruing upon any Default occurring and continuing as
aforesaid, shall impair any such right or power, or shall be construed to be a
waiver of any such Default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this Article VI or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as shall be deemed expedient, by the Trustee or by the Holders.

     Section 6.06. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default.

     The Holders of a majority in aggregate principal amount of the Debt
Securities of any series at the time Outstanding 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 right, trust or power conferred on
the Trustee, with respect to the Debt Securities of such series; provided,
however, that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture, and that subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel shall determine that the
action so directed may not lawfully be taken, or if the Trustee shall by a
responsible officer or officers determine that the action so directed would
involve it in personal liability or would be unduly prejudicial to Holders of
Debt Securities of such series not taking part in such direction; and provided,
further, however, that nothing in this Indenture contained shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of

                                       37



any series, as provided in Section 6.01, the Holders of a majority in aggregate
principal amount of the Debt Securities of that series at the time Outstanding
may on behalf of the Holders of all the Debt Securities of that series waive any
past Default or Event of Default and its consequences for that series, except a
Default in the payment of the principal of, and premium, if any, or interest on,
any of the Debt Securities and a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, and the Subsidiary Guarantors, the Guarantor, the
Partnership, the Trustee and the Holders of the Debt Securities of that series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

     Section 6.07. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances.

     The Trustee shall, within 90 days after the occurrence of a Default known
to it, or if later, within 30 days after the Trustee obtains actual knowledge of
the Default, with respect to a series of Debt Securities give to the Holders
thereof, in the manner provided in Section 13.03, notice of all Defaults with
respect to such series known to the Trustee, unless such Defaults shall have
been cured or waived before the giving of such notice; provided, that, except in
the case of Default in the payment of the principal of, or premium, if any, or
interest on, any of the Debt Securities of such series or in the making of any
sinking fund payment with respect to the Debt Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a committee of directors or
responsible officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Holders thereof.

     Section 6.08. Requirement of an Undertaking to Pay Costs in Certain Suits
under the Indenture or Against the Trustee.

     All parties to this Indenture agree, and each Holder of any Debt Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit in the manner and to the extent
provided in the TIA, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 6.08 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 25 percent in principal amount of the Outstanding Debt Securities of that
series or to any suit instituted by any Holder for the enforcement of the
payment of the principal of, or premium, if any, or interest on, any Debt
Security on or after the due date for such payment expressed in such Debt
Security.

                                       38



                                  ARTICLE VII
                             CONCERNING THE TRUSTEE

     Section 7.01. Certain Duties and Responsibilities.

     The Trustee, prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
its own bad faith or its own willful misconduct, except that:

     (a) this paragraph shall not be construed to limit the effect of the first
paragraph of this Section 7.01;

     (b) prior to the occurrence of an Event of Default with respect to the Debt
Securities of a series and after the curing or waiving of all Events of Default
with respect to such series which may have occurred:

          (i) the duties and obligations of the Trustee with respect to Debt
     Securities of any series shall be determined solely by the express
     provisions of this Indenture, and the Trustee shall not be liable except
     for the performance of such duties and obligations with respect to such
     series as are specifically set forth in this Indenture, and no implied
     covenants or obligations with respect to such series shall be read into
     this Indenture against the Trustee;

          (ii) in the absence of bad faith on the part of the Trustee, the
     Trustee may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee and 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; but the
     Trustee shall examine the evidence furnished to it pursuant to Sections
     4.05 and 4.06 to determine whether or not such evidence conforms to the
     requirement of this Indenture;

          (iii) the Trustee shall not be liable for an 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; and

          (iv) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it with respect to Debt Securities of any series
     in good faith in accordance with the direction of the Holders of not less
     than a majority in aggregate principal amount of the Outstanding Debt
     Securities of that series relating to the time,

                                       39



     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee,
     under this Indenture with respect to Debt Securities of such series.

     None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be 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 7.02. Certain Rights of Trustee.

     Except as otherwise provided in Section 7.01:

     (a) the Trustee may rely 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 or
other paper or document (whether in its original or facsimile form) believed by
it to be genuine and to have been signed or presented by the proper party or
parties;

     (b) any request, direction, order or demand of the Partnership mentioned
herein shall be sufficiently evidenced by a Partnership Order (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the General
Partner;

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

     (d) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders of Debt Securities of any series pursuant to the provisions
of this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;

     (e) the Trustee shall not be liable for any action taken or omitted by it
in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

     (f) prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report,

                                       40



notice, request, direction, consent, order, approval or other paper or document,
unless requested in writing to do so by the Holders of a majority in aggregate
principal amount of the then Outstanding Debt Securities of a series affected by
such matter; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is not, in the opinion of the Trustee,
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding, and the reasonable
expense of every such investigation shall be paid by the Partnership or, if paid
by the Trustee, shall be repaid by the Partnership upon demand;

     (g) 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 by it with due care
hereunder; and

     (h) if any property other than cash shall at any time be subject to a Lien
in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such Lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.

     Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities.

     The recitals contained herein, in the Debt Securities (except the Trustee's
certificate of authentication) shall be taken as the statements of the
Partnership, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debt Securities of any series, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Debt Securities and perform its obligations
hereunder, and that the statements made by it or to be made by it in a Statement
of Eligibility and Qualification on Form T-1 supplied to the Partnership are
true and accurate. The Trustee shall not be accountable for the use or
application by the Partnership of any of the Debt Securities or of the proceeds
thereof.

     Section 7.04. Trustee, Paying Agent or Registrar May Own Debt Securities.

     The Trustee or any paying agent or Registrar, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities and subject
to the provisions of the TIA relating to conflicts of interest and preferential
claims may otherwise deal with the Partnership with the same rights it would
have if it were not Trustee, paying agent or Registrar.

     Section 7.05. Moneys Received by Trustee to Be Held in Trust.

     Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but 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 moneys received by it hereunder. So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time to the Partnership upon a
Partnership Order.

                                       41



     Section 7.06. Compensation and Reimbursement.

     The Partnership covenants and agrees to pay in Dollars to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided herein, the Partnership will
pay or reimburse in Dollars the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ), including
without limitation, Section 6.02, except any such expense, disbursement or
advances as may arise from its negligence, willful misconduct or bad faith. The
Partnership also covenants to indemnify in Dollars the Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence,
willful misconduct or bad faith on the part of the Trustee, arising out of or in
connection with the acceptance or administration of this trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance of
any of its powers or duties hereunder. The obligations of the Partnership under
this Section 7.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional Debt hereunder and shall survive the satisfaction and discharge of
this Indenture. The Partnership and the Holders agree that such additional Debt
shall be secured by a Lien prior to that of the Debt Securities upon all
property and funds held or collected by the Trustee, as such, except funds held
in trust for the payment of principal of, and premium, if any, or interest on,
particular Debt Securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

     Section 7.07. Right of Trustee to Rely on an Officers' Certificate Where No
Other Evidence Specifically Prescribed.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

     Section 7.08. Separate Trustee; Replacement of Trustee.

     The Partnership may, but need not, appoint a separate Trustee for any one
or more series of Debt Securities. The Trustee may resign with respect to one or
more or all series of Debt

                                       42



Securities at any time by giving notice to the Partnership. The Holders of a
majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Partnership shall remove the
Trustee if:

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

     (b) the Trustee is adjudged bankrupt or insolvent;

     (c) a Custodian takes charge of the Trustee or its property; or

     (d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Partnership or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Partnership shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Partnership. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of Debt Securities of each applicable series. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.06.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

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

     Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Partnership's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

     In the case of the appointment hereunder of a separate or successor trustee
with respect to the Debt Securities of one or more series, the Partnership, any
retiring Trustee and each successor or separate Trustee with respect to the Debt
Securities of any applicable series shall execute and deliver an Indenture
supplemental hereto (i) which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of any retiring Trustee with respect to the Debt Securities of any series as to
which any such retiring Trustee is not retiring shall continue to be vested in
such retiring Trustee and (ii) that shall add to

                                       43



or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental Indenture shall constitute such Trustees co-trustees of the same
trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.

     Section 7.09. Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Trustee.

     In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have.

     Section 7.10. Eligibility; Disqualification.

     The Trustee shall at all times satisfy the requirements of Section 310(a)
of the TIA. The Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. No obligor upon the Debt Securities of a particular series or Person
directly or indirectly controlling, controlled by or under common control with
such obligor shall serve as Trustee upon the Debt Securities of such series. The
Trustee shall comply with Section 310(b) of the TIA; provided, however, that
there shall be excluded from the operation of Section 310(b)(1) of the TIA this
Indenture or any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Partnership
are outstanding if the requirements for such exclusion set forth in Section
310(b)(1) of the TIA are met.

     Section 7.11. Preferential Collection of Claims Against Partnership.

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

     Section 7.12. Compliance with Tax Laws.

     The Trustee hereby agrees to comply with all U.S. Federal income tax
information reporting and withholding requirements applicable to it with respect
to payments of premium (if any) and

                                       44



interest on the Debt Securities, whether acting as Trustee, Registrar, paying
agent or otherwise with respect to the Debt Securities.

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

     Section 8.01. Evidence of Action by Holders.

     Whenever in this Indenture it is provided that the Holders of a specified
percentage in aggregate principal amount of the Debt Securities of any or all
series may take action (including the making of any demand or request, the
giving of any direction, notice, consent or waiver or the taking of any other
action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced by any instrument or
any number of instruments of similar tenor executed by Holders in Person or by
agent or proxy appointed in writing, by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with
the provisions of Section 5.02 or by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

     Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities.

     Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debt Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

     Section 8.03. Who May Be Deemed Owner of Debt Securities.

     Prior to due presentment for registration of transfer of any Debt Security,
the Partnership, the Guarantor, the Subsidiary Guarantors, the Trustee, any
paying agent and any Registrar may deem and treat the Person in whose name any
Debt Security shall be registered upon the books of the Partnership as the
absolute owner of such Debt Security (whether or not such Debt Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.12) interest on such Debt Security
and for all other purposes, and none of the Partnership, the Guarantor or the
Subsidiary Guarantors nor the Trustee nor any paying agent nor any Registrar
shall be affected by any notice to the contrary; and all such payments so made
to any such Holder for the time being, or upon his order, shall be valid and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Debt Security.

     None of the Partnership, the Guarantor, the Subsidiary Guarantors, the
Trustee, any agent of the Trustee, any paying agent or any Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests

                                       45



in a Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

     Section 8.04. Instruments Executed by Holders Bind Future Holders.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Debt Securities of any series
specified in this Indenture in connection with such action and subject to the
following paragraph, any Holder of a Debt Security which is shown by the
evidence to be included in the Debt Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at its
corporate trust office and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Debt Security. Except as aforesaid
any such action taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such Debt
Security and of any Debt Security issued upon transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or such other Debt Securities. Any
action taken by the Holders of the percentage in aggregate principal amount of
the Debt Securities of any series specified in this Indenture in connection with
such action shall be conclusively binding upon the Partnership, the Guarantor,
the Subsidiary Guarantors, the Trustee and the Holders of all the Debt
Securities of such series.

     The Partnership may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders of Debt Securities entitled to give their
consent or take any other action required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders of Debt Securities at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders of Debt
Securities after such record date. No such consent shall be valid or effective
for more than 120 days after such record date unless the consent of the Holders
of the percentage in aggregate principal amount of the Debt Securities of such
series specified in this Indenture shall have been received within such 120-day
period.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

     Section 9.01. Purposes for Which Supplemental Indenture May Be Entered into
Without Consent of Holders.

     The Partnership, the Guarantor, and the Subsidiary Guarantors, when
authorized by resolutions of the Board of Directors, and the Trustee may from
time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

     (a) to evidence the succession pursuant to Article X of another Person to
the Partnership, or successive successions, and the assumption by the Successor
Partnership (as

                                       46



defined in Section 10.01) of the covenants, agreements and obligations of the
Partnership in this Indenture and in the Debt Securities;

     (b) to surrender any right or power herein conferred upon the Partnership,
the Guarantor or the Subsidiary Guarantors, to add to the covenants of the
Partnership, the Guarantor or the Subsidiary Guarantors such further covenants,
restrictions, conditions or provisions for the protection of the Holders of all
or any series of Debt Securities (and if such covenants are to be for the
benefit of less than all series of Debt Securities, stating that such covenants
are expressly being included solely for the benefit of such series) as the Board
of Directors shall consider to be for the protection of the Holders of such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
Default in any of such additional covenants, restrictions, conditions or
provisions a Default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture; provided, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental Indenture may provide for a particular period of grace after
Default (which period may be shorter or longer than that allowed in the case of
other Defaults) or may provide for an immediate enforcement upon such Default or
may limit the remedies available to the Trustee upon such Default or may limit
the right of the Holders of a majority in aggregate principal amount of any or
all series of Debt Securities to waive such default;

     (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

     (d) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any Indenture supplemental hereto under the
TIA as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any Indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the TIA;

     (e) to add to or change any of the provisions of this Indenture to change
or eliminate any restrictions on the payment of principal of, or premium, if
any, on, Debt Securities; provided, that any such action shall not adversely
affect the interests of the Holders of Debt Securities of any series in any
material respect or permit or facilitate the issuance of Debt Securities of any
series in uncertificated form;

     (f) to comply with Article XIV;

     (g) in the case of any Debt Securities subordinated pursuant to Article
XII, to make any change in Article XII that would limit or terminate the
benefits available to any holder of Senior Indebtedness (or Representatives
therefor) under Article XII;

     (h) to add Subsidiary Guarantors with respect to any or all of the Debt
Securities or to secure any or all of the Debt Securities;

                                       47



     (i) to make any change that does not adversely affect the rights of any
Holder;

     (j) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Debt Securities; provided, however, that any
such addition, change or elimination not otherwise permitted under this Section
9.01 shall neither apply to any Debt Security of any series created prior to the
execution of such supplemental Indenture and entitled to the benefit of such
provision nor modify the rights of the Holder of any such Debt Security with
respect to such provision or shall become effective only when there is no such
Debt Security Outstanding;

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

     (l) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03.

     The Trustee is hereby authorized to join with the Partnership, the
Guarantor and the Subsidiary Guarantors in the execution of any such
supplemental Indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

     Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Partnership, the Guarantor, the Subsidiary
Guarantors and the Trustee without the consent of the Holders of any of the Debt
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 9.02.

     In the case of Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.01 may not make any change that adversely affects
the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such change.

     Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities.

     Without notice to any Holder but with the consent (evidenced as provided in
Section 8.01) of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental Indenture (including consents obtained in connection with a tender
offer or exchange offer for any such series of Debt Securities), the
Partnership, the Guarantor and the Subsidiary Guarantors, when authorized by
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an Indenture or Indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such

                                       48



series; provided, that no such supplemental Indenture, without the consent of
the Holders of each Debt Security so affected, shall: reduce the percentage in
principal amount of Debt Securities of any series whose Holders must consent to
an amendment; reduce the rate of or extend the time for payment of interest on
any Debt Security; reduce the principal of or extend the Stated Maturity of any
Debt Security; reduce the premium payable upon the redemption of any Debt
Security or change the time at which any Debt Security may or shall be redeemed
in accordance with Article III; make any Debt Security payable in currency other
than the Dollar; impair the right of any Holder to receive payment of premium,
if any, principal of and interest on such Holder's Debt Securities on or after
the due dates therefor or to institute suit for the enforcement of any payment
on or with respect to such Holder's Debt Securities; in the case of any Debt
Security subordinated pursuant to Article XII, make any change in Article XII
that adversely affects the rights of any Holder under Article XII; release any
security that may have been granted in respect of the Debt Securities; make any
change in Section 6.06 or this Section 9.02; or, except as provided in Section
14.04, release the Guarantor or any Subsidiary Guarantors or modify the
Guarantee in any manner adverse to the Holders.

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

     Upon the request of the Partnership, the Guarantor, and the Subsidiary
Guarantors, accompanied by a copy of resolutions of the Board of Directors
authorizing the execution of any such supplemental Indenture, and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Partnership in the execution of such supplemental
Indenture unless such supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental Indenture.

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

     In the case of any Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.02 may not make any change that adversely affects
the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such change.

     After an amendment under this Section 9.02 becomes effective, the
Partnership shall mail to Holders of Debt Securities of each series affected
thereby a notice briefly describing such amendment. The failure to give such
notice to all such Holders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section 9.02.

     Section 9.03. Effect of Supplemental Indentures.

                                       49



     Upon the execution of any supplemental Indenture pursuant to the provisions
of this Article IX, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Partnership, the Guarantor, the Subsidiary Guarantors and the Holders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental Indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

     Section 9.04. Debt Securities May Bear Notation of Changes by Supplemental
Indentures.

     Debt Securities of any series authenticated and delivered after the
execution of any supplemental Indenture pursuant to the provisions of this
Article IX 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. New Debt Securities of any series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental Indenture may be prepared and
executed by the Partnership, authenticated by the Trustee and delivered in
exchange for the Debt Securities of such series then Outstanding. Failure to
make the appropriate notation or to issue a new Debt Security of such series
shall not affect the validity of such amendment.

                                   ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 10.01. Consolidations and Mergers of the Partnership.

     The Partnership shall not consolidate or amalgamate with or merge with or
into any Person, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of
its limited liability company agreement, and (2) unless: (a) either (i) the
Partnership shall be the continuing Person in the case of a merger or (ii) the
resulting, surviving or transferee Person if other than the Partnership (the
"Successor Partnership"), shall be a partnership, limited liability company or
corporation organized and existing under the laws of the United States, any
State thereof or the District of Columbia and the Successor Partnership shall
expressly assume, by an Indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations of the
Partnership under this Indenture and the Debt Securities according to their
tenor; (b) immediately after giving effect to such transaction (and treating any
Debt which becomes an obligation of the Successor Partnership or any Subsidiary
of the Successor Partnership as a result of such transaction as having been
incurred by the Successor Partnership or such Subsidiary at the time of such
transaction), no Default or Event of Default would occur or be continuing; (c)
if the Partnership is not the continuing Person, then the Guarantor and any
Subsidiary Guarantor, unless it has become the

                                       50



Successor Partnership, shall confirm that its respective Guarantee shall
continue to apply to the obligations under the Debt Securities and this
Indenture; and (d) the Partnership shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger or disposition and such supplemental
Indenture (if any) comply with this Indenture.

     Section 10.02. Rights and Duties of Successor Partnership.

     In case of any consolidation, amalgamation or merger where the Partnership
is not the continuing Person, or disposition of all or substantially all of the
assets of the Partnership in accordance with Section 10.01, the Successor
Partnership shall succeed to and be substituted for the Partnership with the
same effect as if it had been named herein as the respective party to this
Indenture, and the predecessor entity shall be released from all liabilities and
obligations under this Indenture and the Debt Securities, except that no such
release will occur in the case of a lease of all or substantially all of its
assets. The Successor Partnership thereupon may cause to be signed, and may
issue either in its own name or in the name of the Partnership, any or all the
Debt Securities issuable hereunder which theretofore shall not have been signed
by the Partnership and delivered to the Trustee; and, upon the order of the
Successor Partnership, instead of the Partnership, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Debt Securities which previously shall have
been signed and delivered by the officers of the Partnership on behalf of the
Partnership to the Trustee for authentication, and any Debt Securities which the
Successor Partnership thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Debt Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Debt
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all such Debt Securities had been issued at the date of the
execution hereof.

     In case of any such consolidation, amalgamation, merger, sale or
disposition such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.

                                   ARTICLE XI
                          SATISFACTION AND DISCHARGE OF
                     INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

     Section 11.01. Applicability of Article.

     The provisions of this Article XI relating to defeasance of Debt Securities
shall be applicable to each series of Debt Securities except as otherwise
specified pursuant to Section 2.03 for Debt Securities of such series.

     Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.

     (a) If at any time the Partnership shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money

                                       51



has theretofore been deposited in trust and thereafter repaid to the Partnership
as provided in Section 11.05) or all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Partnership shall
deposit with the Trustee as trust funds the entire amount in cash sufficient to
pay at maturity or upon redemption all Debt Securities of such series not
theretofore delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due on such date of Stated
Maturity or redemption date, as the case may be, and if in either case the
Partnership shall also pay or cause to be paid all other sums payable hereunder
by the Partnership, then this Indenture shall cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
such Debt Securities herein expressly provided for) with respect to the Debt
Securities of such series, and the Trustee, on demand of the Partnership
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Partnership, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

     (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Partnership at any
time may terminate, with respect to Debt Securities of a particular series, all
its obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series ("legal defeasance option") or the
operation of (x) any covenant made applicable to such Debt Securities pursuant
to Section 2.03, (y) Sections 6.01(d), (g) and (h) and (z), as they relate to
the Guarantor and the Subsidiary Guarantors only, Sections 6.01(e) and (f)
("covenant defeasance option"). If the Partnership exercises its legal
defeasance option, the Guarantee will terminate with respect to that series of
Debt Securities. The Partnership may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.

     If the Partnership exercises its legal defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Guarantor and the Subsidiary Guarantors only, Sections
6.01(e) and (f) (except to the extent covenants or agreements referenced in such
Sections remain applicable).

     Upon satisfaction of the conditions set forth herein and upon request of
the Partnership, the Trustee shall acknowledge in writing the discharge of those
obligations that the Partnership terminates.

     (c) Notwithstanding clauses (a) and (b) above, the Partnership's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 11.05, 11.06 and
11.07 shall survive until the Debt Securities of the defeased series have been
paid in full. Thereafter, the Partnership's obligations in Sections 7.06, 11.05
and 11.06 shall survive.

     Section 11.03. Conditions of Defeasance.

     The Partnership may exercise its legal defeasance option or its covenant
defeasance option with respect to Debt Securities of a particular series only
if:

                                       52



     (a) the Partnership irrevocably deposits in trust with the Trustee money or
U.S. Government Obligations for the payment of principal of, and premium, if
any, and interest on, the Debt Securities of such series to Stated Maturity or
redemption, as the case may be;

     (b) the Partnership delivers to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium and interest when due on all the Debt
Securities of such series to Stated Maturity or redemption, as the case may be;

     (c) 91 days pass after the deposit is made and during the 91-day period no
Default specified in Section 6.01(e) or (f) with respect to the Partnership
occurs which is continuing at the end of the period;

     (d) no Default has occurred and is continuing on the date of such deposit
and after giving effect thereto;

     (e) the deposit does not constitute a default under any other agreement
binding on the Partnership and, if the Debt Securities of such series are
subordinated pursuant to Article XII, is not prohibited by Article XII;

     (f) the Partnership delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

     (g) in the event of the legal defeasance option, the Partnership shall have
delivered to the Trustee an Opinion of Counsel stating that the Partnership has
received from the Internal Revenue Service a ruling, or since the date of this
Indenture there has been a change in the applicable Federal income tax law, in
either case of the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of Debt Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred;

     (h) in the event of the covenant defeasance option, the Partnership shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred; and

     (i) the Partnership delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Debt Securities of such series as contemplated by this
Article XI have been complied with.

                                       53



     Before or after a deposit, the Partnership may make arrangements
satisfactory to the Trustee for the redemption of Debt Securities of such series
at a future date in accordance with Article III.

     Section 11.04. Application of Trust Money.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article XI. It shall apply the deposited
money and the money from U.S. Government Obligations through any paying agent
and in accordance with this Indenture to the payment of principal of, and
premium, if any, and interest on, the Debt Securities of the defeased series. In
the event the Debt Securities of the defeased series are subordinated pursuant
to Article XII, money and securities so held in trust are not subject to Article
XII.

     Section 11.05. Repayment to Partnership.

     The Trustee and any paying agent shall promptly turn over to the
Partnership upon request any excess money or securities held by them at any
time.

     Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Partnership upon request any money held by them
for the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the
Partnership for payment as general creditors.

     Section 11.06. Indemnity for U.S. Government Obligations.

     The Partnership shall pay and shall indemnify the Trustee and the Holders
against any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or the principal and interest received on such U.S.
Government Obligations.

     Section 11.07. Reinstatement.

     If the Trustee or any paying agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article XI by reason of any legal
proceeding or by reason of any order or judgment of any court or government
authority enjoining, restraining or otherwise prohibiting such application, the
Partnership's obligations under this Indenture and the Debt Securities of the
defeased series shall be revived and reinstated as though no deposit had
occurred pursuant to this Article XI until such time as the Trustee or any
paying agent is permitted to apply all such money or U.S. Government Obligations
in accordance with this Article XI.

                                  ARTICLE XII
                 SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

     Section 12.01. Applicability of Article; Agreement To Subordinate.

     The provisions of this Article XII shall only be applicable to the Debt
Securities of any series (Debt Securities of such series referred to in this
Article XII as "Subordinated Debt Securities") designated, pursuant to Section
2.03, as subordinated to Senior Indebtedness and any related

                                       54



Guarantee of such Subordinated Debt Securities. Each Holder by accepting a
Subordinated Debt Security agrees that the Debt evidenced by such Subordinated
Debt Security and any related Guarantee of such Subordinated Debt Security is
subordinated in right of payment, to the extent and in the manner provided in
this Article XII, to the prior payment of all Senior Indebtedness and that the
subordination is for the benefit of and enforceable by the holders of Senior
Indebtedness. All provisions of this Article XII shall be subject to Section
12.12.

     Section 12.02. Liquidation, Dissolution, Bankruptcy.

     Upon any payment or distribution of the assets of the Partnership, the
Guarantor or the Subsidiary Guarantors, as the case may be, to creditors, upon a
liquidation or a dissolution of the Partnership, the Guarantor or the Subsidiary
Guarantors, as the case may be, or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Partnership, the Guarantor or
the Subsidiary Guarantors, as the case may be, or their respective property:

     (a) holders of Senior Indebtedness of the Partnership, the Guarantor or any
Subsidiary Guarantor, as the case may be, shall be entitled to receive payment
in full in cash of such Senior Indebtedness of such Person (including interest
(if any), accruing on or after the commencement of a proceeding in bankruptcy,
whether or not allowed as a claim against the Partnership, the Guarantor or the
Subsidiary Guarantors, as the case may be, in such bankruptcy proceeding) before
Holders of Subordinated Debt Securities and any related Guarantee shall be
entitled to receive any payment of principal of, or premium, if any, or interest
on, the Subordinated Debt Securities from the Partnership, or any payment in
respect of any Guarantee from the Guarantor or the Subsidiary Guarantors; and

     (b) until the Senior Indebtedness of the Partnership, the Guarantor or any
Subsidiary Guarantor, as the case may be, is paid in full, any distribution to
which Holders of Subordinated Debt Securities and any related Guarantee would be
entitled but for this Article XII shall be made to holders of Senior
Indebtedness of the Partnership, the Guarantor or the Subsidiary Guarantors, as
the case may be, as their interests may appear, except that such Holders may
receive capital stock and any debt securities that are subordinated to Senior
Indebtedness of the Partnership, the Guarantor or the Subsidiary Guarantors, as
the case may be, to at least the same extent as the Subordinated Debt Securities
of the Partnership or the related Guarantee of the Guarantor or any Subsidiary
Guarantor, respectively.

     Section 12.03. Default on Senior Indebtedness.

     The Partnership, the Guarantor and the Subsidiary Guarantors may not pay
the principal of, or premium, if any, or interest on, the Subordinated Debt
Securities or any related Guarantee or make any deposit pursuant to Article XI
and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Debt Securities that provide for a mandatory sinking fund pursuant
to Section 3.05, by the delivery of Subordinated Debt Securities by the
Partnership to the Trustee pursuant to the first paragraph of Section 3.05) any
Subordinated Debt Securities (collectively, "pay the Subordinated Debt
Securities") if any principal, premium or interest in respect of Senior
Indebtedness of such Person is not paid within any applicable grace period
(including at maturity) or any other default on Senior Indebtedness of such
Person occurs and the maturity of such Senior Indebtedness is accelerated in
accordance with its terms unless, in either

                                       55



case, the default has been cured or waived and any such acceleration has been
rescinded or such Senior Indebtedness has been paid in full in cash; provided,
however, that the Partnership, the Guarantor and the Subsidiary Guarantors may
make payments on the Subordinated Debt Securities or any related Guarantee
without regard to the foregoing if the Partnership and the Trustee receive
written notice approving such payment from the Representative of each issue of
Designated Senior Indebtedness. During the continuance of any other default with
respect to any Designated Senior Indebtedness pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Partnership, the Guarantor and the Subsidiary
Guarantors may not make payments on the Subordinated Debt Securities or any
related Guarantee for a period (a "Payment Blockage Period") commencing upon the
receipt by the Partnership and the Trustee (and if such Designated Senior
Indebtedness is Debt of the Guarantor or a Subsidiary Guarantor, the Guarantor
or the Subsidiary Guarantor) of written notice of such default from the
Representative of any Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period (a "Blockage Notice") and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and the Partnership (and if such Designated Senior
Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from
the Person or Persons who gave such Blockage Notice, by repayment in full in
cash of such Designated Senior Indebtedness or because the default giving rise
to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in Section 12.02 and the first sentence of this Section 12.03), unless
the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Partnership, the Guarantor and the Subsidiary Guarantors may
resume payments on the Subordinated Debt Securities and related Guarantees after
such Payment Blockage Period. Not more than one Blockage Notice may be given in
any consecutive 360-day period, irrespective of the number of defaults with
respect to any number of issues of Designated Senior Indebtedness during such
period, unless otherwise specified pursuant to Section 2.03 for the Subordinated
Debt Securities of a series; provided, however, that in no event may the total
number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period. For
purposes of this Section 12.03, no default or event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis of the commencement of a
subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.

     Section 12.04. Acceleration of Payment of Debt Securities.

     If payment of the Subordinated Debt Securities is accelerated because of an
Event of Default, the Partnership shall promptly notify the holders of the
Designated Senior Indebtedness (or their Representatives) of the acceleration.

     Section 12.05. When Distribution Must Be Paid Over.

                                       56



     If a distribution is made to Holders of Subordinated Debt Securities or a
related Guarantee that because of this Article XII should not have been made to
them, the Holders who receive such distribution shall hold it in trust for
holders of Senior Indebtedness and pay it over to them as their interests may
appear.

     Section 12.06. Subrogation.

     After all Senior Indebtedness is paid in full and until the Subordinated
Debt Securities are paid in full, Holders thereof shall be subrogated to the
rights of holders of Senior Indebtedness to receive distributions applicable to
Senior Indebtedness. A distribution made under this Article XII to holders of
Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Debt Securities is not, as between the Partnership, the Guarantor
or the Subsidiary Guarantors, as the case may be, and such Holders, a payment by
the Partnership, the Guarantor or the Subsidiary Guarantors, as the case may be,
on Senior Indebtedness.

     Section 12.07. Relative Rights.

     This Article XII defines the relative rights of Holders of Subordinated
Debt Securities and holders of Senior Indebtedness. Nothing in this Indenture
shall:

     (a) impair, as between the Partnership, the Guarantor or the Subsidiary
Guarantors, as the case may be, and Holders of either Subordinated Debt
Securities or Debt Securities, the obligation of the Partnership, the Guarantor
or the Subsidiary Guarantors, as the case may be, which is absolute and
unconditional, to pay principal of, and premium, if any, and interest on, the
Subordinated Debt Securities and the Debt Securities in accordance with their
terms; or

     (b) prevent the Trustee or any Holder of either Subordinated Debt
Securities or Debt Securities from exercising its available remedies upon an
Event of Default, subject to the rights of holders of Senior Indebtedness to
receive distributions otherwise payable to Holders of Subordinated Debt
Securities.

     Section 12.08. Subordination May Not Be Impaired by Partnership.

     No right of any holder of Senior Indebtedness to enforce the subordination
of the Debt evidenced by the Subordinated Debt Securities and the Guarantee in
respect thereof shall be impaired by any act or failure to act by the
Partnership, the Guarantor or the Subsidiary Guarantors or by its failure to
comply with this Indenture.

     Section 12.09. Rights of Trustee and Paying Agent.

     Notwithstanding Sections 12.02 and 12.03, the Trustee or any paying agent
may continue to make payments on Subordinated Debt Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments unless, not less than two Business Days prior to the date
of such payment, a responsible officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article XII. The
Partnership, the Registrar, any paying agent, a Representative or a holder of
Senior Indebtedness may give the notice; provided, however, that, if an issue of
Senior Indebtedness has a Representative, only

                                       57



the Representative may give the notice on behalf of the Holders of the Senior
Indebtedness of that issue.

     The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and any paying agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article XII with respect
to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article XII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

     Section 12.10. Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative (if any).

     Section 12.11. Article XII Not to Prevent Defaults or Limit Right to
Accelerate.

     The failure to make a payment pursuant to the Subordinated Debt Securities,
whether directly or pursuant to the Guarantee, by reason of any provision in
this Article XII shall not be construed as preventing the occurrence of a
Default. Nothing in this Article XII shall have any effect on the right of the
Holders or the Trustee to accelerate the maturity of either the Subordinated
Debt Securities or the Debt Securities, as the case may be.

     Section 12.12. Trust Moneys Not Subordinated.

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under Article
XI by the Trustee for the payment of principal of, and premium, if any, and
interest on, the Subordinated Debt Securities or the Debt Securities shall not
be subordinated to the prior payment of any Senior Indebtedness or subject to
the restrictions set forth in this Article XII, and none of the Holders thereof
shall be obligated to pay over any such amount to the Partnership, the
Guarantor, the Subsidiary Guarantors or any holder of Senior Indebtedness of the
Partnership, the Guarantor or the Subsidiary Guarantors or any other creditor of
the Partnership or the Guarantor.

     Section 12.13. Trustee Entitled to Rely.

     Upon any payment or distribution pursuant to this Article XII, the Trustee
and the Holders shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
such Holders or upon the Representatives for the holders of Senior Indebtedness
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Senior Indebtedness and other Debt
of the Partnership, the Guarantor or the Subsidiary Guarantors, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XII. In the event that
the Trustee determines, in good faith, that evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant

                                       58



to this Article XII, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article XII, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article XII.

     Section 12.14. Trustee to Effectuate Subordination.

     Each Holder by accepting a Subordinated Debt Security authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
of Subordinated Debt Securities and the holders of Senior Indebtedness as
provided in this Article XII and appoints the Trustee as attorney-in-fact for
any and all such purposes.

     Section 12.15. Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders of Subordinated Debt Securities or
the Partnership, the Guarantor or the Subsidiary Guarantors or any other Person,
money or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

     Section 12.16. Reliance by Holders of Senior Indebtedness on Subordination
Provisions.

     Each Holder by accepting a Subordinated Debt Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Subordinated Debt Securities, to acquire and continue to hold,
or to continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     Section 13.01. Successors and Assigns of Partnership Bound by Indenture.

     All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Partnership, the Guarantor, the Subsidiary
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.

     Section 13.02. Acts of Board, Committee or Officer of Successor Partnership
Valid.

                                       59



     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Partnership, Guarantor or Subsidiary Guarantor shall and may be done and
performed with like force and effect by the like board, committee or officer of
any Successor Partnership, Guarantor or Subsidiary Guarantor.

     Section 13.03. Required Notices or Demands.

     Any notice or communication by the Partnership, the Guarantor, the
Subsidiary Guarantors or the Trustee to the others is duly given if in writing
(in the English language) and delivered in Person or mailed by registered or
certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

     If to the Partnership, the Guarantor or the Subsidiary Guarantors:

     Sunoco Logistics Partners Operations L.P.
     Sunoco Logistics Partners L.P.
     Sunoco Partners Marketing & Terminals L.P.
     Sunoco Pipeline L.P.

     Attention:  Chief Counsel
     Telecopy No. 215-977-3868

     If to the Trustee:

     [______________________]


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

     All notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice required or permitted to a Holder by the Partnership, the
Guarantor, the Subsidiary Guarantors or the Trustee pursuant to the provisions
of this Indenture shall be deemed to be properly mailed by being deposited
postage prepaid in a post office letter box in the United States addressed to
such Holder at the address of such Holder as shown on the Debt Security
Register. Any report pursuant to Section 313 of the TIA shall be transmitted in
compliance with subsection (c) therein.

     Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt
Securities regarding the determination of a periodic rate of interest, if such
notice is required pursuant to Section 2.03, shall be sufficiently given if
given in the manner specified pursuant to Section 2.03.

                                       60




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

     In the event it shall be impracticable to give notice by publication, then
such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.

     Failure to mail a notice or communication to a Holder or any defect in it
or any defect in any notice by publication as to a Holder shall not affect the
sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

     Section 13.04. Indenture and Debt Securities to Be Construed in Accordance
with the Laws of the State of New York.

     THIS INDENTURE, EACH DEBT SECURITY AND THE GUARANTEES SHALL BE DEEMED TO BE
NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.

     Section 13.05. Officers' Certificate and Opinion of Counsel to Be Furnished
upon Application or Demand by the Partnership.

     Upon any application or demand by the Partnership to the Trustee to take
any action under any of the provisions of this Indenture, the Partnership shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with, except that
in the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such Person, 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 (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     Section 13.06. Payments Due on Legal Holidays.

     In any case where the date of maturity of interest on or principal of and
premium, if any, on the Debt Securities of a series or the date fixed for
redemption or repayment of any Debt Security or the making of any sinking fund
payment shall not be a Business Day at any Place of Payment for

                                       61



the Debt Securities of such series, then payment of interest or principal and
premium, if any, or the making of such sinking fund payment need not be made on
such date at such Place of Payment, 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 date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date. If a record date is not a Business Day,
the record date shall not be affected.

     Section 13.07. Provisions Required by TIA to Control.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with another provision included in this Indenture which is required
to be included in this Indenture by any of Sections 310 to 318, inclusive, of
the TIA, such required provision shall control.

     Section 13.08. Computation of Interest on Debt Securities.

     Interest, if any, on the Debt Securities shall be computed on the basis of
a 360-day year of twelve 30-day months, except as may otherwise be provided
pursuant to Section 2.03.

     Section 13.09. Rules by Trustee, Paying Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar and any paying agent may make reasonable rules for their
functions.

     Section 13.10. No Recourse Against Others.

     The General Partner and its directors, officers, employees, incorporators
and stockholders, as such, shall have no liability for any obligations of the
Subsidiary Guarantors, the Guarantor or the Partnership under the Debt
Securities, this Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation. By accepting a
Debt Security, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the Debt
Securities.

     Section 13.11. Severability.

     In case any provision in this Indenture or the Debt 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 13.12. Effect of Headings.

     The article and section headings herein and in the Table of Contents are
for convenience only and shall not affect the construction hereof.

     Section 13.13. Indenture May Be Executed in Counterparts.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together constitute but one
and the same instrument.

                                       62




                                   ARTICLE XIV
                                    GUARANTEE

     Section 14.01. Unconditional Guarantee.

     (a) Notwithstanding any provision of this Article XIV to the contrary, the
provisions of this Article XIV relating to the Subsidiary Guarantors shall be
applicable only to, and inure solely to the benefit of, the Debt Securities of
any series designated, pursuant to Section 2.03, as entitled to the benefits of
the Guarantee of each of the Subsidiary Guarantors.

     (b) For value received, the Guarantor and each of the Subsidiary Guarantors
hereby fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on the Debt Securities and all other amounts due
and payable under this Indenture and the Debt 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 Debt Securities and
this Indenture, subject to the limitations set forth in Section 14.03 and (ii)
in the case of the Guarantee of the Subordinated Debt Securities, to the
subordination provisions contained in Article XII.

     (c) Failing payment when due of any amount guaranteed pursuant to the
Guarantee, for whatever reason, the Guarantor and each of the Subsidiary
Guarantors will be jointly and severally obligated to pay the same immediately,
subject, in the case of the Guarantee of the Subordinated Debt Securities, to
the subordination provisions contained in Article XII. The Guarantee hereunder
(other than the Guarantee of Subordinated Debt Securities) is intended to be a
general, unsecured, senior obligation of the Guarantor and each of the
Subsidiary Guarantors and will rank pari passu in right of payment with all Debt
of the Guarantor and such Subsidiary Guarantor that is not, by its terms,
expressly subordinated in right of payment to the Guarantee. The Guarantor and
each of the Subsidiary Guarantors hereby agrees that its obligations hereunder
shall be full, unconditional and absolute, irrespective of the validity,
regularity or enforceability of the Debt Securities, the Guarantee (including
the Guarantee of the Guarantor and any Subsidiary Guarantor) or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Debt Securities with respect to any provisions hereof or thereof,
the recovery of any judgment against the Partnership, the Guarantor or any
Subsidiary Guarantor, or any action to enforce the same or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of the Guarantor or the Subsidiary Guarantors. The Guarantor and each of
the Subsidiary Guarantors hereby agrees that in the event of a default in
payment of the principal of, or premium, if any, or interest on the Debt
Securities, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise, legal proceedings may be instituted by the
Trustee on behalf of the Holders or, subject to Section 6.04, by the Holders, on
the terms and conditions set forth in this Indenture, directly against the
Guarantor and such Subsidiary Guarantor to enforce the Guarantee without first
proceeding against the Partnership or any other Subsidiary Guarantor.

     (d) The obligations of the Guarantor and each of the Subsidiary Guarantors
under this Article XIV 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

                                       63



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, the Guarantor or any of the Subsidiary
Guarantors contained in the Debt Securities or this Indenture, (B) any
impairment, modification, release or limitation of the liability of the
Partnership, the Guarantor, any of the Subsidiary Guarantors 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, the Guarantor, any of the Subsidiary
Guarantors or the Trustee of any rights or remedies under the Debt Securities or
this Indenture or their delay in or failure to assert or exercise any such
rights or remedies, (D) the assignment or the purported assignment of any
property as security for the Debt Securities, including all or any part of the
rights of the Partnership, the Guarantor or any of the Subsidiary Guarantors
under this Indenture, (E) the extension of the time for payment by the
Partnership, the Guarantor or any of the Subsidiary Guarantors of any payments
or other sums or any part thereof owing or payable under any of the terms and
provisions of the Debt Securities or this Indenture or of the time for
performance by the Partnership, the Guarantor or any of the Subsidiary
Guarantors 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, the Guarantor or any of the Subsidiary Guarantors
set forth in this Indenture, (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, the Guarantor or any of the Subsidiary Guarantors or
any of their respective assets, or the disaffirmance of the Debt Securities, the
Guarantee or this Indenture in any such proceeding, (H) the release or discharge
of the Partnership, the Guarantor or any of the Subsidiary Guarantors 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 Debt Securities, the Guarantee or this Indenture or (J)
any other circumstances (other than payment in full or discharge of all amounts
guaranteed pursuant to the Guarantee) which might otherwise constitute a legal
or equitable discharge of a surety or guarantor.

     (e) The Guarantor and each of the Subsidiary 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, the Guarantor
or any of the Subsidiary Guarantors, and all demands whatsoever, (B)
acknowledges that any agreement, instrument or document evidencing the Guarantee
may be transferred and that the benefit of its obligations hereunder shall
extend to each holder of any agreement, instrument or document evidencing the
Guarantee without notice to it and (C) covenants that the Guarantee will not be
discharged except by complete performance of the Guarantee. The Guarantor and
each of the Subsidiary Guarantors further agrees that if at any time all or any
part of any payment theretofore applied by any Person to the Guarantee is, or
must be, rescinded or returned for any reason whatsoever, including without
limitation, the insolvency, bankruptcy or reorganization of the Partnership, the
Guarantor or any of the Subsidiary Guarantors, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

                                       64




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

     Section 14.02. Execution and Delivery of Guarantee.

     To further evidence the Guarantee set forth in Section 14.01, the Guarantor
and each of the Subsidiary Guarantors hereby agrees that a notation relating to
such Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an officer of the General Partner in the case of the
Guarantor and officer of such Subsidiary Guarantor. The Guarantor and each of
the Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
14.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Debt Security a notation relating to the Guarantee. If any
officer of any Subsidiary Guarantor, or in the case of the Guarantor, any
officer of the General Partner, whose signature is on this Indenture or a Debt
Security no longer holds that office at the time the Trustee authenticates such
Debt Security or at any time thereafter, the Guarantee of such Debt Security
shall be valid nevertheless. The delivery of any Debt Security by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the
Guarantee set forth in this Indenture on behalf of the Guarantor and the
Subsidiary Guarantors.

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

     Section 14.03. Limitation on Liability of the Guarantor and the Subsidiary
Guarantors.

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

     Each Subsidiary Guarantor and by its acceptance hereof each Holder of a
Debt Security entitled to the benefits of the Guarantee hereby confirm that it
is the intention of all such parties that the guarantee by such Subsidiary
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Federal or state law. To effectuate the foregoing
intention, the Holders of a Debt Security entitled to the benefits of the
Guarantee and

                                       65



the Guarantor and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of each Subsidiary Guarantor under its Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and to any collections from or
payments made by or on behalf of the Guarantor or any other Subsidiary Guarantor
in respect of the obligations of the Guarantor or such other Subsidiary
Guarantor under its Guarantee, result in the obligations of such Subsidiary
Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under Federal or state law.

     Section 14.04. Release of Guarantor or Subsidiary Guarantors from
Guarantee.

     (a) Notwithstanding any other provisions of this Indenture, the Guarantee
of the Guarantor or any Subsidiary Guarantor may be released upon the terms and
subject to the conditions set forth in this Section 14.04. Provided that no
Default shall have occurred and shall be continuing under this Indenture, any
Guarantee incurred by the Guarantor or a Subsidiary Guarantor pursuant to this
Article XIV shall be unconditionally released and discharged (i) in the case of
a Subsidiary Guarantor, automatically upon (A) any sale, exchange or transfer,
whether by way of merger or otherwise, to any Person that is not an Affiliate of
the Partnership, of all of the Partnership's direct or indirect equity interests
in such Subsidiary Guarantor (provided such sale, exchange or transfer is not
prohibited by this Indenture) or (B) the merger of such Subsidiary Guarantor
into the Partnership, the Guarantor or any other Subsidiary Guarantor or the
liquidation and dissolution of such Subsidiary Guarantor (in each case to the
extent not prohibited by this Indenture) or (ii) in the case of the Guarantor,
automatically upon the merger of the Guarantor into the Partnership or any
Subsidiary Guarantor or the liquidation or dissolution of the Guarantor (in each
case to the extent not prohibited by this Indenture) or (iii) in the case of the
Guarantor or a Subsidiary Guarantor, following delivery of a written notice of
such release or discharge by the Partnership, the Trustee, upon the release or
discharge of all guarantees by the Guarantor or such Subsidiary Guarantor of any
Debt of the Partnership other than obligations arising under this Indenture and
any Debt Securities issued hereunder, except a discharge or release by or as a
result of payment under such guarantees.

     (b) The Trustee shall deliver an appropriate instrument evidencing any
release of the Guarantor or a Subsidiary Guarantor from the Guarantee upon
receipt of a written request of the Partnership accompanied by an Officers'
Certificate and an Opinion of Counsel that the Guarantor or the Subsidiary
Guarantor, as the case may be, is entitled to such release in accordance with
the provisions of this Indenture. The Guarantor or any Subsidiary Guarantor not
so released remains liable for the full amount of principal of (and premium, if
any, on) and interest on the Debt Securities entitled to the benefits of such
Guarantee as provided in this Indenture, subject to the limitations of Section
14.03.

     Section 14.05. Contribution.

     In order to provide for just and equitable contribution among the
Subsidiary Guarantors and the Guarantor, the Subsidiary Guarantors and the
Guarantor hereby agree, inter se, that in the event any payment or distribution
is made by the Guarantor or any Subsidiary Guarantor (a "Funding Guarantor")
under its Guarantee, such Funding Guarantor shall be entitled to a contribution
from the Guarantor and each other Subsidiary Guarantor (as applicable) in a pro
rata amount based on the net assets of the Guarantor and each Subsidiary
Guarantor (including the Funding Guarantor)

                                       66



for all payments, damages and expenses incurred by that Funding Guarantor in
discharging the Partnership's obligations with respect to the Debt Securities or
any other Subsidiary Guarantor's or the Guarantor's obligations with respect to
its Guarantee.

               [Remainder of This Page Intentionally Left Blank.]




                                       67



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

                                      SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                                      By: SUNOCO LOGISTICS PARTNERS GP LLC,
                                          Its General Partner

                                      By:
                                          ----------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer

                                      SUNOCO LOGISTICS PARTNERS L.P.

                                      By: SUNOCO PARTNERS LLC,
                                          Its General Partner

                                      By:
                                          ----------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer

                                      SUNOCO PARTNERS MARKETING & TERMINALS L.P.


                                      By: SUNOCO LOGISTICS PARTNERS
                                          OPERATIONS GP LLC,
                                          Its General Partner

                                      By:
                                          ----------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer



                                       68



                                      SUNOCO PIPELINE L.P.


                                      By:    SUNOCO LOGISTICS PARTNERS
                                             OPERATIONS GP LLC,
                                             Its General Partner


                                      By:
                                             -----------------------------------
                                             Deborah M. Fretz
                                             Chief Executive Officer

                                     [____________________], as Trustee

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



                                       69


                                                                         ANNEX A

                              NOTATION OF GUARANTEE

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

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

                                      SUNOCO LOGISTICS PARTNERS L.P.

                                      By:   SUNOCO PARTNERS LLC,
                                            Its General Partner

                                      By:
                                            ------------------------------------
                                            Deborah M. Fretz
                                            Chief Executive Officer


                                      SUNOCO PARTNERS MARKETING & TERMINALS L.P.

                                      By:   SUNOCO LOGISTICS PARTNERS
                                            OPERATIONS GP LLC,
                                            Its General Partner

                                      By:
                                            ------------------------------------
                                            Deborah M. Fretz
                                            Chief Executive Officer



                                      A-1




                                     SUNOCO PIPELINE L.P.


                                     By:  SUNOCO LOGISTICS PARTNERS
                                          OPERATIONS GP LLC,
                                          Its General Partner



                                     By:
                                          --------------------------------------
                                          Deborah M. Fretz
                                          Chief Executive Officer




                                      A-2



                                                                     Exhibit 5.1

Vinson & Elkins                                          VINSON & ELKINS L.L.P.
ATTORNEYS AT LAW                                         666 Fifth Avenue
                                                         26th Floor
                                                         NEW YORK, NY 10103-0040
                                                         TELEPHONE (917)206-8000
                                                         FAX (917)206-8100
                                                         www.velaw.com

March 10, 2003


Sunoco Logistics Partners L.P.
Sunoco Logistics Partners Operations L.P.
Sunoco Partners Marketing & Terminals L.P.
Sunoco Pipeline L.P.
Tenn Penn Center
3rd Floor
Philadelphia, PA 19103

Ladies and Gentlemen:

     We have acted as counsel for Sunoco Logistics Partners L.P., a Delaware
limited partnership (the "Partnership"), with respect to certain legal matters
in connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of (i) the offer and sale by the Partnership from time
to time, pursuant to Rule 415 under the Securities Act, of units representing
limited partner interests in the Partnership (the "Units"); (ii) the offer and
sale by Sunoco Logistics Partners Operations L.P., a Delaware limited
partnership (the "Operating Partnership") unsecured debt securities from time to
time, pursuant to Rule 415 under the Securities Act, in one or more series,
consisting of notes, debentures or other evidences of indebtedness (the "Debt
Securities"); and (iii) guarantees (the "Guarantees") of such Debt Securities by
the Partnership, as Guarantor, and Sunoco Partners Marketing & Terminals L.P., a
Texas limited partnership ("Marketing LP") and Sunoco Pipelines L.P., a Texas
limited partnership ("Pipelines LP", and together with Marketing LP, the
"Subsidiary Guarantors"). The Units, Debt Securities and Guarantees are
collectively referred to herein as the "Securities." We also have participated
in the preparation of the Prospectus (the "Prospectus") contained in the
Registration Statement on Form S-3 (the "Registration Statement") to which this
opinion is an exhibit. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Prospectus.

     In rendering the opinions set forth below, we have examined and relied upon
(i) the Registration Statement, including the Prospectus; (ii) the First Amended
and Restated Agreement of Limited Partnership of the Partnership, as amended by
Amendment No. 1; (iii) the First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership; (iv) the Agreement of Limited
Partnership of Marketing LP; (v) the Agreement of Limited Partnership of



Page 2
March 10, 2003

Pipelines LP; (vi) the forms of Senior and Subordinated Indenture filed as
exhibits to the Registration Statement and (vii) such certificates, statutes and
other instruments and documents as we consider appropriate for purposes of the
opinions hereafter expressed.

     In connection with this opinion, we have assumed that (i) the Registration
Statement and any amendments thereto (including post-effective amendments) will
have become effective; (ii) a Prospectus Supplement will have been prepared and
filed with the Commission describing the Securities offered thereby; (iii) all
Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the appropriate Prospectus Supplement; (iv) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been duly
authorized and validly executed and delivered by the Partnership and the other
parties thereto; and (v) any Securities issuable upon conversion, exchange or
exercise of any Security being offered will be duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise.

     Based upon and subject to the foregoing, we are of the opinion that:

     1.   With respect to the Units, when (i) the Partnership has taken all
          necessary action to approve the issuance of such Units, the terms of
          the offering and related matters and (ii) the Units have been issued
          and delivered in accordance with the terms of the applicable
          definitive purchase, underwriting or similar agreement approved by the
          Partnership upon payment of the consideration therefor provided for
          therein, then the Units will be validly issued, fully paid and
          nonassessable.

     2.   With respect to the Debt Securities and the Guarantees, when (i) the
          Indenture has been duly qualified under the Trust Indenture Act of
          1939, as amended; (ii) the Operating Partnership, the Partnership and
          the Subsidiary Guarantors have taken all necessary action to approve
          the issuance and terms of such Debt Securities and Guarantees, the
          terms of the offering thereof and related matters; and (iii) such Debt
          Securities and Guarantees have been duly executed, authenticated,
          issued and delivered in accordance with the provisions of the
          Indenture and the applicable definitive purchase, underwriting or
          similar agreement approved by the Operating Partnership, the
          Partnership and the Subsidiary Guarantors upon payment of the
          consideration therefor provided for therein, such Debt Securities and
          Guarantees will be legally issued and will constitute valid and
          legally binding obligations of the Operating Partnership, the
          Partnership and the Subsidiary Guarantors, respectively, enforceable
          against the Operating Partnership, the Partnership and the Subsidiary
          Guarantors in accordance with their terms, except as such enforcement
          is subject to any applicable bankruptcy, insolvency, reorganization,
          fraudulent conveyance or other law relating to or affecting creditors'
          rights generally and general principles of equity.

     The opinions expressed herein are qualified in the following respects:



Page 3
March 10, 2003

     A.   We have assumed, without independent verification, that the
          certificates for the Units will conform to the specimens thereof
          examined by us and will have been duly countersigned by a transfer
          agent and duly registered by a registrar of the Units.

     B.   We have assumed that (i) each document submitted to us for review is
          accurate and complete, each such document that is an original is
          authentic, each such document that is a copy conforms to an authentic
          original and all signatures on each such document are genuine, and
          (ii) each certificate from governmental officials reviewed by us is
          accurate, complete and authentic, and all official public records are
          accurate and complete.

     C.   This opinion is limited in all respects to federal laws to the extent
          specifically referred to herein, the Delaware Revised Uniform Limited
          Partnership Act, the Delaware General Corporation Law, the Delaware
          Limited Liability Company Act and the Constitution of the State of
          Delaware, as interpreted by the courts of the State of Delaware and
          of the United States.

     We hereby consent to the references to this firm under the caption "Legal"
in the Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder.

Very truly yours,


/s/ Vinson & Elkins L.L.P.

Opinion of Vinson & Elkins Relating to Tax Matters

Exhibit 8.1

Vinson & Elkins

ATTORNEYS AT LAW

VINSON & ELKINS L.L.P.

666 Fifth Avenue

26th Floor

NEW YORK, NY 10103-0040

TELEPHONE (917) 206-8000

FAX (917) 206-8100

www.velaw.com

March 10, 2003

Sunoco Logistics Partners L.P.

Sunoco Logistics Partners Operations L.P.

Sunoco Partners Marketing & Terminals L.P.

Sunoco Pipeline L.P.

Ten Penn Center

3rd Floor

Philadelphia, PA 19103

Ladies and Gentlemen:

We have acted as counsel for Sunoco Logistics Partners L.P., a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) the offer and sale by the Partnership from time to time, pursuant to Rule 415 under the Securities Act, of units representing limited partner interests in the Partnership (the “Units”); (ii) the offer and sale by Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”) of unsecured debt securities from time to time, pursuant to Rule 415 under the Securities Act, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”); and (iii) guarantees (the “Guarantees”) of such Debt Securities by the Partnership, as Guarantor, and Sunoco Partners Marketing & Terminals L.P., a Texas limited partnership (“Marketing LP”) and Sunoco Pipelines L.P., a Texas limited partnership (“Pipelines LP”, and together with Marketing LP, the “Subsidiary Guarantors”). We have also participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration Statement on Form S-3 (the “Registration Statement”) to which this opinion is an exhibit. Capitalized terms not defined herein shall have the meanings ascribed to them in the Prospectus.

In connection therewith, we prepared the discussion set forth under the caption “Material Tax Consequences” in the Prospectus (the “Discussion”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Prospectus.

All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the effective date of the Registration Statement. In addition, we are of the opinion that the federal income tax discussion in the Registration Statement with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the representations and statements of fact of the Partnership and its General Partner, included in such discussion, as to which we express no opinion).

AUSTIN • BEIJING • DALLAS • HOUSTON • LONDON • MOSCOW • NEW YORK • SINGAPORE • WASHINGTON, D.C.

Page 2

March 10, 2003

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Computations of Ratio

Exhibit 12.1

STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(UNAUDITED)

Sunoco Logistics Partners L.P.

(in thousands, except ratios)

	Predecessor ^(a)												Sunoco Logistics Partners L.P. and Predecessor^(b)
	Year Ended December 31,												Year Ended December 31,
	1998			1999			2000			2001			2002
Fixed Charges:
Combined interest cost and debt expense	$	7,525		$	7,306		$	12,349		$	13,673		$	19,096
Interest allocable to rental expense ^(c)		932			1,199			1,803			1,234			1,120

Total	$	8,457		$	8,505		$	14,152		$	14,907		$	20,216


Earnings:
Income before income tax expense	$	61,007		$	59,866		$	49,003		$	42,361		$	48,330
Equity in income of less than 50 percent owned affiliated companies ^(d)		(3,885	)		(4,591	)		(3,766	)		(4,323	)		(6,913	)
Dividends received from less than 50 percent owned affiliated companies ^(d)		4,612			4,730			3,749			4,254			6,787
Fixed charges		8,457			8,505			14,152			14,907			20,216
Interest capitalized		(408	)		(819	)		(1,659	)		(1,140	)		(1,296	)
Amortization of previously capitalized interest		13			21			33			127			170

Total	$	69,796		$	67,712		$	61,512		$	56,186		$	67,294


Ratio of Earnings to Fixed Charges		8.25			7.96			4.35			3.77			3.33

NOTES:

(a)

The financial statements of Sunoco Logistics Partners L.P. for the four years in the period ended December 31, 2001 reflect the historical cost-basis accounts of its predecessor (the “Predecessor”).

(b)

The historical financial statements of Sunoco Logistics Partners L.P. for the year ended December 31, 2002 reflect the historical cost-basis accounts of the Predecessor for the period from January 1, 2002 through February 7, 2002, and of Sunoco Logistics Partners L.P. (the “Partnership”) for the period from February 8, 2002 (the date of its initial public offering) through December 31, 2002.

(c)

Represents one-third of total operating lease rental expense which is that portion deemed to be interest.

(d)

Reflects amounts attributable to interests in the following corporate joint ventures accounted for under the equity method: 9.4% in Explorer Pipeline Company, 31.5% in Wolverine Pipe Line Company, 9.2% in West Shore Pipe Line Company, 14.0% in Yellowstone Pipe Line Company, and 43.8% in West Texas Gulf Pipe Line Company. Wolverine, West Shore and Yellowstone were acquired in November 2002 for $54.0 million, and West Texas Gulf was acquired in November 2002 for $10.6 million. Amounts included in the above are attibutable to ownership from the date of acquisition.

Consent of Ernst & Young

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Sunoco Logistics Partners L.P. for the registration of an aggregate $500,000,000 of equity securities of Sunoco Logistics Partners L.P. (as issuer of common units representing limited partnership interests) and debt of Sunoco Logistics Partners Operations L.P. (as issuer of debt securities), and to the incorporation by reference therein of our reports dated February 14, 2003, with respect to the financial statements of Sunoco Logistics Partners L.P. and the parent-company-only balance sheet of Sunoco Partners LLC included in Sunoco Logistics Partners L.P.’s Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

March 10, 2003