S-3

As filed with the Securities and Exchange Commission on June 30, 2004

Registration Statement No. 333-_______
Registration Statement No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Martin Midstream Partners L.P.
Martin Operating Partnership L.P.

(Exact name of registrant as specified in its charter)

Delaware
Delaware
(State or other jurisdiction of
incorporation or organization) 05-0527861
76-0712100
(I.R.S. Employer
Identification No.)

4200 Stone Road

Kilgore, Texas 75662

(903) 983-6200

(Address, including zip code, and telephone number,

including area code, of registrants’ principal executive offices)

Ruben S. Martin
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
(903) 983-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neel Lemon
Baker Botts L.L.P.
2001 Ross Avenue
600 Trammell Crow Center
Dallas, Texas 75201-2980
Telephone: (214) 953-6500
Facsimile: (214) 953-6503

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 and other factors.

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 being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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

	Proposed
	maximum aggregate
Title of each class of	offering		Amount of
securities to be registered	price(1)(2)		registration fee
Common Units representing limited partner interests(3)
Debt Securities of Martin Midstream Partners L.P. (3)(4)(5)
Debt Securities of Martin Operating Partnership L.P.(3)(4)(5)
Guarantees of Debt Securities(3)(4)(5)
Total	$	200,000,000	$	25,340

(1)	Rule 457(a) permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed and, therefore, with respect to the securities offered by the registrants, the table does not specify by each class information as to the amount to be registered or the proposed maximum offering price per security. In no event will the aggregate initial offering price of all securities offered from time to time pursuant to this Registration Statement exceed $200,000,000. To the extent applicable, the aggregate amount of common units registered is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
(3)	Subject to note (1) above, there are being registered hereunder a presently indeterminate number of common units and an indeterminate principal amount of debt securities and guarantees of debt securities.
(4)	If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $200,000,000 less the dollar amount of any registered securities previously issued.
(5)	Martin Midstream Partners L.P. will fully, irrevocably and unconditionally guarantee on an unsecured basis the debt securities of Martin Operating Partnership L.P. If a series of debt securities of Martin Midstream Partners L.P. is guaranteed, Martin Operating Partnership L.P. will fully, irrevocably and unconditionally guarantee on an unsecured basis the debt securities of Martin Midstream Partners L.P. Pursuant to Rule 457(n) no separate fee is payable with respect to the guarantees of the debt securities being registered.

          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 Securities and Exchange 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 June 30, 2004

PROSPECTUS

$200,000,000

Martin Midstream Partners L.P.

COMMON UNITS
DEBT SECURITIES

Martin Operating Partnership L.P.

DEBT SECURITIES

The following securities may be offered under this prospectus:

• Common units representing limited partner interests in Martin Midstream Partners L.P.;

• Debt securities of Martin Midstream Partners L.P.; and

• Debt securities of Martin Operating Partnership L.P.

     The aggregate initial offering price of the securities that we offer by this prospectus will not exceed $200,000,000. 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 these 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. The common units are traded on the Nasdaq National Market under the symbol “MMLP.”

     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. You should carefully consider the risk factors described under “Risk Factors” beginning on page 2 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      , 2004

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
MARTIN MIDSTREAM PARTNERS L.P.	1
THE GUARANTORS	1
RISK FACTORS	2
FORWARD-LOOKING STATEMENTS	16
USE OF PROCEEDS	17
RATIO OF EARNINGS TO FIXED CHARGES	17
DESCRIPTION OF THE DEBT SECURITIES	18
DESCRIPTION OF THE COMMON UNITS	27
CASH DISTRIBUTION POLICY	30
THE PARTNERSHIP AGREEMENT	38
MATERIAL TAX CONSIDERATIONS	49
INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS	63
PLAN OF DISTRIBUTION	64
LEGAL MATTERS	64
EXPERTS	64
WHERE YOU CAN FIND MORE INFORMATION	65
INCORPORATION BY REFERENCE	65
Form of Senior Indenture
Form of Subordinated Indenture
Form of Senior Indenture
Form of Subordinated Indenture
Opinion/Consent of Baker Botts LLP
Opinion/Consent of Baker Botts LLP
Computation of Ratio of Earnings to Fixed Charges
Consent of KPMG LLP
Consent of KPMG LLP
Consent of KPMG LLP
Consent of KPMG LLP

     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 and Exchange Commission incorporated by reference in this prospectus.

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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 $200,000,000 in total aggregate initial offering price of securities described in this prospectus. This prospectus provides you with a general description of Martin Midstream Partners L.P., Martin Operating Partnership L.P. and the securities offered under this prospectus.

     Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered. The prospectus supplement also may add to, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read carefully 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, “Martin Midstream Partners,” “we,” “us,” and “our” and similar terms mean Martin Midstream Partners L.P., and, unless the context requires otherwise, our operating partnership, Martin Operating Partnership L.P. References to “Martin Midstream Partners Predecessor,” “we,” “ours,” “us,” or like terms when used in a historical context for periods prior to November 2002 refer to the assets and operations of Martin Resource Management Corporation’s businesses that were contributed to us in connection with the closing of our initial public offering in November 2002. References in this prospectus to “Martin Operating Partnership” refer to our operating partnership, Martin Operating Partnership L.P. References in this prospectus to “Martin Resource Management” refer to Martin Resource Management Corporation and its direct and indirect consolidated and unconsolidated subsidiaries.

MARTIN MIDSTREAM PARTNERS L.P.

     We are a publicly traded Delaware limited partnership formed in conjunction with our initial public offering in November 2002. We provide terminalling, marine transportation, distribution and midstream logistical services for producers and suppliers of hydrocarbon products and by-products, lubricants and other liquids. We also manufacture and market sulfur-based fertilizers and related products. Hydrocarbon products and by-products are produced primarily by major and independent oil and gas companies who often turn to independent third parties, such as us, for the transportation and disposition of these products. We operate primarily in the Gulf Coast region of the United States. This region is a major hub for petroleum refining, natural gas processing and support services to the offshore exploration and production industry. We provide our marine transportation and midstream logistical services and distribute hydrocarbon products and by-products primarily to customers who are located in this region or in close proximity to ports located along the Gulf of Mexico Intracoastal Waterway and the Mississippi River inland waterway system. The fertilizer and related products we manufacture are sold throughout the United States. Martin Midstream GP LLC serves as our general partner and our operations are conducted through our operating partnership, Martin Operating Partnership. In addition, we own an unconsolidated non-controlling 49.5% limited partnership interest in CF Martin Sulfur, L.P., from which we receive a material portion of our net income and cash available for distribution. That partnership collects and aggregates, transports, stores and markets molten sulfur supplied by oil refiners and natural gas processors. Our partnership agreement limits our general partner’s fiduciary duties to our unitholders and restricts the remedies available for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

     We maintain our principal executive offices at 4200 Stone Road, Kilgore, Texas 75662, and our telephone number is (903) 983-6200.

THE GUARANTORS

     Martin Midstream Partners will unconditionally guarantee any series of debt securities of Martin Operating Partnership offered by this prospectus, as set forth in a related prospectus supplement. If a series of debt securities of Martin Midstream Partners is guaranteed, Martin Operating Partnership will unconditionally guarantee such series of debt securities of Martin Midstream Partners offered by this prospectus, as set forth in a related prospectus supplement. As used in this prospectus, the term “Guarantor” means, Martin Midstream Partners in its role as guarantor of the debt securities of Martin Operating Partnership or Martin Operating Partnership in its role as guarantor of the debt securities of Martin Midstream Partners.

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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 business similar to ours. You should carefully consider the following risk factors together with all of the other information included in this prospectus in evaluating an investment in us. If any of the following risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. In that case, we might not be able to pay distributions on our common units or make principal or interest payments on our debt securities, the trading price of our common units or our debt securities could decline and you could lose all or part of your investment.

Risks Relating to Our Business

We may not have sufficient cash after the establishment of cash reserves and payment of our general partner’s expenses to enable us to pay the minimum quarterly distribution each quarter or make principal or interest payments on our debt securities.

     We may not have sufficient available cash each quarter in the future to pay the minimum quarterly distribution on all our units or make principal and interest payments on our debt securities. Under the terms of our partnership agreement, we must pay our general partner’s expenses and set aside any cash reserve amounts before making a distribution to our unitholders. The amount of cash we can distribute on our common units or use to make principal or interest payments on our debt securities principally depends upon the amount of net cash generated from our operations, which will fluctuate from quarter to quarter based on, among other things:

• the costs of acquisitions, if any;

• the prices of hydrocarbon products and by-products;

• fluctuations in our working capital;

• the level of capital expenditures we make;

• restrictions contained in our debt instruments and our debt service requirements;

• 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 should also be aware that the amount of cash we have available for distribution or to make principal or interest payments on our debt securities depends primarily on our cash flow, including cash flow from working capital borrowings, and not solely on profitability, which will be affected by non-cash items. In addition, our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional partnership securities and the establishment of reserves, each of which can affect the amount of cash available for distribution to our unitholders. As a result, we may make cash distributions or make principal and interest payments on our debt securities during periods when we record losses and may not make cash distributions or may not make principal and interest payments on our debt securities during periods when we record net income.

Adverse weather conditions could reduce our results of operations and ability to make distributions to our unitholders or make principal and interest payments on our debt securities.

     Our distribution network and operations are primarily concentrated in the Gulf Coast region and along the Mississippi River inland waterway. Weather in these regions is sometimes severe and can be a major factor in our day-to-day operations. Our marine transportation operations can be significantly delayed, impaired or postponed by adverse weather conditions, such as fog in the winter and spring months, and certain river conditions. Additionally, our marine transportation operations and our assets in the Gulf of Mexico, including our barges, pushboats, tugboats and terminals, can be adversely impacted or damaged by hurricanes, tropical storms, tidal waves or other related events. Demand for our lubricants and the diesel fuel we throughput in our terminalling segment can be affected if offshore drilling operations are disrupted by weather in the Gulf of Mexico.

     National weather conditions have a substantial impact on the demand for our products. Unusually warm weather during the winter months can cause a significant decrease in the demand for LPG products, fuel oil and gasoline. Likewise, extreme weather conditions (either wet or dry) can decrease the demand for fertilizer. For example, an unusually wet spring can delay planting of seeds, which can leave insufficient time to apply fertilizer at the planting stage. Conversely, drought conditions can kill or severely stunt the growth of crops, thus eliminating

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the need to nurture plants with fertilizer. Any of these or similar conditions could result in a decline in our net income and cash flow, which would reduce our ability to make distributions to our unitholders or make principal and interest payments on our debt securities.

We receive a material portion of our net income and cash available for distribution or to make principal and interest payments on our debt securities from our unconsolidated non-controlling 49.5% limited partner interest in CF Martin Sulphur, L.P.

     We receive a material portion of our net income and cash available for distribution or to make principal and interest payments on our debt securities from our unconsolidated non-controlling 49.5% limited partner interest in CF Martin Sulphur, L.P. CF Industries, Inc. owns the remaining 49.5% limited partner interest. We have virtually no rights or control over the operations or management of cash generated by this entity. CF Martin Sulphur, L.P. is managed by its general partner, which is owned equally by CF Industries, Inc. and Martin Resource Management. Deadlocks between CF Industries, Inc. and Martin Resource Management over issues relating to the operation of CF Martin Sulphur, L.P. could have an adverse impact on its results of operations and, consequently, the amount and timing of cash generated by its operations that is available for distribution to its partners, including us as a limited partner.

     Additionally, the partnership agreement for CF Martin Sulphur, L.P. requires that entity to make cash distributions to its limited partners subject to the discretion of its general partner, other than in limited circumstances. As a result, we are substantially dependent upon the discretion of that general partner with respect to the amount and timing of cash distributions from that entity. If the general partner of CF Martin Sulphur, L.P. does not distribute the cash generated by its operations to its limited partners, as a result of a deadlock between CF Industries, Inc. and Martin Resource Management or for any other reason, including operating difficulties or if CF Martin Sulphur, L.P. is unable to meet its debt service obligations, our cash flow and quarterly distributions or ability to make principal and interest payments on our debt securities would be reduced significantly.

We may have to sell our interest, or buy the other partnership interests in CF Martin Sulphur, L.P. at a time when it may not be in our best interest to do so.

     The CF Martin Sulphur, L.P. partnership agreement contains a buy-sell mechanism that could be implemented by a partner under certain circumstances. As a result of this buy-sell mechanism, we could be forced to either sell our limited partner interest or buy the limited and general partner interests of CF Industries, Inc. in CF Martin Sulphur, L.P. at a time when it may not be in our best interest to do so. In addition, we may not have sufficient cash or available borrowing capacity under our revolving credit facility to allow us to elect to purchase the limited and general partner interest of CF Industries, Inc., in which case we may be forced to sell our limited partner interest as a result of this buy-sell mechanism when we would otherwise prefer to keep this interest. Further, if CF Industries, Inc. implements this buy-sell mechanism and we decide to use cash from operations or obtain financing to purchase CF Industries, Inc.’s interest in that partnership, we may not be able to make distributions to our unitholders or make principal and interest payments on our debt securities. Conversely, if we are required to sell our interest in this partnership, we would lose our share of distributable income from its operations, and our ability to make subsequent distributions to our unitholders or to make principal and interest payments on our debt securities could be adversely affected.

If CF Martin Sulphur, L.P. issues additional partnership interests, our ownership interest in this partnership could be diluted. Consequently, our share of CF Martin Sulphur, L.P.’s distributable cash could be reduced, which could adversely affect our ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

     CF Martin Sulphur, L.P. has the ability under its partnership agreement to issue additional general and limited partner interests. If CF Martin Sulphur, L.P. issues additional interests, our ownership percentage in CF Martin Sulphur, L.P., and our share of CF Martin Sulphur, L.P.’s distributable cash, may decrease. This decrease in our ownership interest could reduce the amount of cash distributions we receive from CF Martin Sulphur, L.P. and could adversely affect our ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

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If we incur material liabilities that are not fully covered by insurance, such as liabilities resulting from accidents on rivers or at sea, spills, fires or explosions, our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities could be adversely affected.

     Our operations are subject to the operating hazards and risks incidental to terminalling, marine transportation and the distribution of hydrocarbon products and by-products and other industrial products. These hazards and risks, many of which are beyond our control, include:

• accidents on rivers or at sea and other hazards that could result in releases, spills and other environmental damages, personal injuries, loss of life and suspension of operations;

• leakage of LPGs and other hydrocarbon products and by-products;

• fires and explosions;

• damage to transportation, terminalling and storage facilities, and surrounding properties caused by natural disasters; and

• terrorist attacks or sabotage.

Our insurance coverage may not be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage, including various legal proceedings and litigation resulting from these hazards and risks. If we incur material liabilities that are not covered by insurance, our operating results, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities could be adversely affected.

     Changes in the insurance markets attributable to the September 11, 2001 terrorist attacks, and their aftermath, may make some types of insurance more difficult or expensive for us to obtain. As a result of the September 11 attacks and the risk of future terrorist attacks, we may be unable to secure the levels and types of insurance we would otherwise have secured prior to September 11. Moreover, the insurance that may be available to us may be significantly more expensive than our existing insurance coverage.

The price volatility of hydrocarbon products and by-products can reduce our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

     We and our affiliates purchase hydrocarbon products and by-products such as molten sulfur, sulfur derivatives, fuel oil, LPGs, lubricants, asphalt and other bulk liquids and sell these products to wholesale and bulk customers and to other end users. We also generate revenues through the terminalling of certain products for third parties. The price and market value of hydrocarbon products and by-products can be volatile. Our revenues have been adversely affected by this volatility during periods of decreasing prices because of the reduction in the value and resale price of our inventory. Future price volatility could have an adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Restrictions in our credit agreement may prevent us from making distributions to our unitholders or to make principal and interest payments on our debt securities.

     As of June 23, 2004, we have approximately $62.0 million of secured indebtedness outstanding, composed of $37.0 million of debt under our revolving credit facility and $25.0 million of term debt. Our payment of principal and interest on our secured debt reduces the cash available for distribution to our unitholders or to make principal and interest payments on our debt securities. In addition, we are prohibited by our revolving credit facility from making cash distributions or to make principal and interest payments on our debt securities during an event of default or if the payment of a distribution or a payment on our debt securities would cause an event of default under any of our secured debt agreements. Our leverage and various limitations in our revolving credit facility may reduce our ability to incur additional debt, engage in some transactions and capitalize on acquisition or other business opportunities that could increase cash flows and distributions to our unitholders.

If we do not have sufficient capital resources for acquisitions or opportunities for expansion, our growth will be limited.

     We intend to explore acquisition opportunities in order to expand our operations and increase our profitability. We may finance acquisitions through public and private financing, or we may use our limited partner interests for all or a portion of the consideration to be paid in acquisitions. Distributions of cash with respect to these

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equity securities or limited partner interests may reduce the amount of cash available for distribution to the common units or to make principal and interest payments on our debt securities. In addition, in the event our limited partner interests do not maintain a sufficient valuation, or potential acquisition candidates are unwilling to accept our limited partner interests as all or part of the consideration, we may be required to use our cash resources, if available, or rely on other financing arrangements to pursue acquisitions. If we use funds from operations, other cash resources or increased borrowings for an acquisition, the acquisition could adversely impact our ability to make our minimum quarterly distributions to our unitholders or to make principal and interest payments on our debt securities. Additionally, if we do not have sufficient capital resources or are not able to obtain financing on terms acceptable to us for acquisitions, our ability to implement our growth strategies may be adversely impacted.

Our recent and future acquisitions may not be successful, may substantially increase our indebtedness and contingent liabilities, and may create integration difficulties.

     As part of our business strategy, we intend to acquire businesses or assets we believe complement our existing operations. We may not be able to successfully integrate recent or future acquisitions into our existing operations or achieve the desired profitability from such acquisitions. These acquisitions may require substantial capital expenditures and the incurrence of additional indebtedness. If we make acquisitions, our capitalization and results of operations may change significantly. Further, any acquisition could result in:

• post-closing discovery of material undisclosed liabilities of the acquired business or assets;

• the unexpected loss of key employees or customers from the acquired businesses;

• difficulties resulting from our integration of the operations, systems and management of the acquired business; and

• an unexpected diversion of our management’s attention from other operations.

     If recent or future acquisitions are unsuccessful or result in unanticipated events or if we are unable to successfully integrate acquisitions into our existing operations, such acquisitions could adversely affect our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Demand for our terminalling services is substantially dependent on the level of offshore oil and gas exploration, development and production activity.

     The level of offshore oil and gas exploration, development and production activity has historically been volatile and is likely to continue to be so in the future. The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond our control, including:

• prevailing oil and natural gas prices and expectations about future prices and price volatility;

• the cost of offshore exploration for, and production and transportation of, oil and natural gas;

• worldwide demand for oil and natural gas;

• consolidation of oil and gas and oil service companies operating offshore;

• availability and rate of discovery of new oil and natural gas reserves in offshore areas;

• local and international political and economic conditions and policies;

• technological advances affecting energy production and consumption;

• weather conditions;

• environmental regulation; and

• the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.

     We expect levels of offshore oil and gas exploration, development and production activity to continue to be volatile and affect demand for our terminalling services.

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Our LPG and fertilizer businesses are seasonal and could cause our revenues to vary.

     The demand for LPG is highest in the winter. Therefore, revenue from our LPG distribution business is higher in the winter than in other seasons. Our fertilizer business experiences an increase in demand during the spring, which increases the revenue generated by this business line in this period compared to other periods. The seasonality of the revenue from these business lines may cause our results of operations to vary on a quarter to quarter basis and thus could cause our cash available for quarterly distributions or payments on our debt securities to fluctuate from period to period.

The highly competitive nature of our industry could adversely affect our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

     We operate in a highly competitive marketplace in each of our primary business segments. Most of our competitors in each segment are larger companies with greater financial and other resources than we possess. We may lose customers and future business opportunities to our competitors and any such losses could adversely affect our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Our business is subject to federal, state and local laws and regulations relating to environmental, safety and other regulatory matters. The violation of or the cost of compliance with these laws and regulations could adversely affect our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

     Our business is subject to a wide range of environmental, safety and other regulatory laws and regulations. For example, our operations are subject to permit requirements and increasingly stringent regulations under numerous environmental laws, such as the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and similar state and local laws. Our costs could increase due to more strict pollution control requirements or liabilities resulting from compliance with future required operating or other regulatory permits. New environmental regulations might adversely impact our results of operations and ability to pay distributions to our unitholders or to make principal and interest payments on our debt securities. Federal and state agencies also could impose additional safety requirements, any of which could adversely affect our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

The loss or insufficient attention of key personnel could negatively impact our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities. Additionally, if neither Ruben Martin nor Scott Martin is the chief executive officer of our general partner, amounts we owe under our credit facility may become immediately due and payable.

     Our success is largely dependent upon the continued services of members of the senior management team of Martin Resource Management. Those senior executive officers have significant experience in our businesses and have developed strong relationships with a broad range of industry participants. The loss of any of these executives could have a material adverse effect on our relationships with these industry participants, our results of operations and our ability to make distributions to our unitholders. Additionally, if neither Ruben Martin nor Scott Martin is the chief executive officer of our general partner, the lender under our credit facility could declare amounts outstanding thereunder immediately due and payable. If such event occurs, our results of operations and our ability to make distribution to our unitholders or to make principal and interest payments on our debt securities could be negatively impacted.

     We do not have employees. We rely solely on officers and employees of Martin Resource Management to operate and manage our business. Martin Resource Management operates businesses and conducts activities of its own in which we have no economic interest. There could be competition for the time and effort of the officers and employees who provide services to our general partner. If these officers and employees do not or cannot devote sufficient attention to the management and operation of our business, our results of operation and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities may be reduced.

Our loss of significant commercial relationships with Martin Resource Management could adversely impact our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

     Martin Resource Management provides us with various services and products pursuant to various commercial contracts. The loss of any of these services provided by Martin Resource Management could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities. Additionally, we provide marine transportation and terminalling services to Martin Resource Management to support its businesses under various commercial contracts.

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The loss of Martin Resource Management as a customer could have a material adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Our business would be adversely affected if operations at our terminalling, transportation and distribution facilities experienced significant interruptions. Our business would also be adversely affected if the operations of our customers and suppliers experienced significant interruptions.

     Our operations are dependent upon our terminalling and storage facilities and various means of transportation. We are also dependent upon the uninterrupted operations of certain facilities owned or operated by our suppliers and customers. Any significant interruption at these facilities or inability to transport products to or from these facilities or to or from our customers for any reason would adversely affect our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities. Operations at our facilities and at the facilities owned or operated by our suppliers and customers could be partially or completely shut down, temporarily or permanently, as the result of any number of circumstances that are not within our control, such as:

• catastrophic events;

• environmental remediations;

• labor difficulties; and

• disruptions in the supply of our products to our facilities or means of transportation.

Additionally, terrorist attacks and acts of sabotage could target oil and gas production facilities, refineries, processing plants, terminals and other infrastructure facilities. Any significant interruptions at our facilities, facilities owned or operated by our suppliers or customers, or in the oil and gas industry as a whole caused by such attacks or acts could have a material adverse affect on our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Our marine transportation business would be adversely affected if we do not satisfy the requirements of the Jones Act, or if the Jones Act were modified or eliminated.

     The Jones Act is a federal law that restricts domestic marine transportation in the United States to vessels built and registered in the United States. Furthermore, the Jones Act requires that the vessels be manned and owned by United States citizens. If we fail to comply with these requirements, our vessels lose their eligibility to engage in coastwise trade within United States domestic waters.

     The requirements that our vessels be United States built and manned by United States citizens, the crewing requirements and material requirements of the Coast Guard and the application of United States labor and tax laws significantly increase the costs of United States flag vessels when compared with foreign flag vessels. During the past several years, certain interest groups have lobbied Congress to repeal the Jones Act to facilitate foreign flag competition for trades and cargoes reserved for United States flag vessels under the Jones Act and cargo preference laws. If the Jones Act were to be modified to permit foreign competition that would not be subject to the same United States government imposed costs, we may need to lower the prices we charge for our services in order to compete with foreign competitors, which would adversely affect our cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Our marine transportation business would be adversely affected if the United States Government purchases or requisitions any of our vessels under the Merchant Marine Act.

     We are subject to the Merchant Marine Act of 1936, which provides that, upon proclamation by the President of the United States of a national emergency or a threat to the national security, the United States Secretary of Transportation may requisition or purchase any vessel or other watercraft owned by United States citizens (including us, provided that we are considered a United States citizen for this purpose.) If one of our pushboats, tugboats or tank barges were purchased or requisitioned by the United States government under this law, we would be entitled to be paid the fair market value of the vessel in the case of a purchase or, in the case of a requisition, the fair market value of charter hire. However, if one of our pushboats or tugboats is requisitioned or purchased and its associated tank barge is left idle, we would not be entitled to receive any compensation for the lost revenues resulting from the idled barge. We also would not be entitled to be compensated for any consequential damages we suffer as a result of the requisition or purchase of any of our pushboats, tugboats or tank barges. If any of our vessels are purchased or requisitioned for an extended period of time by the United States government, such

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transactions could have a material adverse affect on our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Regulations affecting the domestic tank vessel industry may limit our ability to do business, increase our costs and adversely impact our results of operations and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

     The U.S. Oil Pollution Act of 1990, or OPA 90, provides for the phase out of single-hull vessels and the phase-in of the exclusive operation of double-hull tank vessels in U.S. waters. Under OPA 90, substantially all tank vessels that do not have double hulls will be phased out by 2015 and will not be permitted to come to U.S. ports or trade in U.S. waters. The phase out dates vary based on the age of the vessel and other factors. All of our offshore tank barges are double-hull vessels and have no phase out date. We have 13 inland single-hull barges that will be phased out in the year 2015. The phase out of these single-hull vessels in accordance with OPA 90 may require us to make substantial capital expenditures, which could adversely affect our operations and market position and reduce our cash available for distribution or to make principal and interest payments on our debt securities.

Risks Relating to an Investment in Us

Cost reimbursements due to Martin Resource Management may be substantial and will reduce our cash available for distribution to our unitholders or to make principal and interest payments on our debt securities.

     Under our omnibus agreement with Martin Resource Management, Martin Resource Management provides us with corporate staff and support services on behalf of our general partner that are substantially identical in nature and quality to the services it conducted for our business prior to our formation. The omnibus agreement requires us to reimburse Martin Resource Management for the costs and expenses it incurs in rendering these services, including an overhead allocation to us of Martin Resource Management’s indirect general and administrative expenses from its corporate allocation pool. These payments may be substantial. Payments to Martin Resource Management will reduce the amount of available cash for distribution to our unitholders or to make principal and interest payments on our debt securities.

Martin Resource Management has conflicts of interest and limited fiduciary responsibilities, which may permit it to favor its own interests to the detriment of our unitholders.

     Martin Resource Management owns approximately 50.2% of our outstanding limited partner interests and owns and controls our general partner, which owns a 2.0% general partner interest and incentive distribution rights in us. Conflicts of interest may arise between Martin Resource Management and our general partner, on the one hand, and our unitholders, on the other hand. As a result of these conflicts, our general partner may favor its own interests and the interests of Martin Resource Management over the interests of our unitholders. Potential conflicts of interest between us, Martin Resource Management and our general partner could occur in many of our day-to-day operations including, among others, the following situations:

• Officers of Martin Resource Management who provide services to us also devote significant time to the businesses of Martin Resource Management and are compensated by Martin Resource Management for that time.

• We own a unconsolidated non-controlling 49.5% limited partnership interest in CF Martin Sulphur, L.P., which operates a business involving the acquisition, handling and sale of molten sulfur. As a limited partner, we have virtually no rights or control over the operation and management of this entity. The day-to-day operation and control of this partnership is managed by its general partner, CF Martin Sulphur, L.L.C., which is owned equally by CF Industries, Inc. and Martin Resource Management. Because we have very limited control over the operations and management of CF Martin Sulphur, L.P., we are subject to the risks that this business may be operated in a manner that would not be in our interest. For example, the amount of cash distributed to us from CF Martin Sulphur, L.P. could decrease if it uses a significant amount of cash from operations or additional debt to make significant capital expenditures or acquisitions.

• Neither our partnership agreement nor any other agreement requires Martin Resource Management to pursue a business strategy that favors us or utilizes our assets or services. Martin Resource Management’s directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management without regard to the best interests of the common unitholders.

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• Martin Resource Management may engage in limited competition with us.

• Our general partner is allowed to take into account the interests of parties other than us, such as Martin Resource Management, in resolving conflicts of interest, which has the effect of reducing its fiduciary duty to our unitholders.

• Under our partnership agreement, 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 and reductions, might constitute breaches of fiduciary duty. As a result of purchasing units, you will be treated as having consented to some actions and conflicts of interest that, without such consent, might otherwise constitute a breach of fiduciary or other duties under applicable state law.

• Our general partner determines which costs incurred by Martin Resource Management are reimbursable by us.

• 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 from entering into additional contractual arrangements with any of these entities on our behalf.

• Our general partner controls the enforcement of obligations owed to us by Martin Resource Management.

• Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

• In some instances, our general partner may cause us to borrow funds to permit us to pay cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period.

• Our general partner has broad discretion to establish financial reserves for the proper conduct of our business. These reserves also will affect the amount of cash available for distribution. Our general partner may establish reserves for distribution on the subordinated units, but only if those reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages, on the common units for the following four quarters.

Unitholders have less power to elect or remove management of our general partner than holders of common stock in a corporation. Common unitholders do not have sufficient voting power to elect or remove our general partner without the consent of Martin Resource Management.

     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 directors and will have no right to elect our general partner or its directors on an annual or other continuing basis. Martin Resource Management elects the directors of our general partner. Although our general partner has a fiduciary duty to manage our partnership in a manner beneficial to us and our unitholders, the directors of our general partner also have a fiduciary duty to manage our general partner in a manner beneficial to Martin Resource Management and its shareholders.

     If unitholders are dissatisfied with the performance of our general partner, they will have a limited ability to remove our general partner. Our general partner generally may not be removed except upon the vote of the holders of at least 66 2/3% of the outstanding units voting together as a single class. Because our general partner and its affiliates, including Martin Resource Management, control approximately 50.2% of all the limited partner units, our general partner cannot be removed without the consent of it and its affiliates.

     If our general partner is removed without cause during the subordination period and units held by our general partner and its affiliates are not voted in favor of 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 under these circumstances would adversely affect the common units by prematurely

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eliminating their contractual right to distributions and liquidation preference over the subordinated units, which preferences 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 our 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 our business, so the removal of our general partner because of the unitholders’ dissatisfaction with our general partner’s performance in managing our partnership will most likely result in the termination of the subordination period.

     Unitholders’ voting rights are further restricted by our partnership agreement provision prohibiting any units held by a person owning 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees and persons who acquired such units with the prior approval of our general partner’s directors, from voting on any matter. In addition, our partnership agreement 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.

     As a result of these provisions, it will be more difficult for a third party to acquire our partnership without first negotiating the acquisition with our general partner. Consequently, it is unlikely the trading price of our common units will ever reflect a takeover premium.

Our general partner’s discretion in determining the level of our cash reserves may adversely affect our ability to make cash distributions to our unitholders or to make principal and interest payments on our debt securities.

     Our partnership agreement requires our general partner to deduct from operating surplus cash reserves it determines in its reasonable discretion to be necessary to fund our future operating expenditures. In addition, our partnership agreement permits our general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with applicable law or agreements to which we are a party or to provide funds for future distributions to partners. These cash reserves will affect the amount of cash available for distribution to our unitholders or to make principal and interest payments on our debt securities.

Our unitholders may not have limited liability if a court finds that we have not complied with applicable statutes or that unitholder action constitutes control of our business.

     The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some states. The holder of one of our common units could be held liable in some circumstances for our obligations to the same extent as a general partner if a court determined that:

• we had been conducting business in any state without compliance with the applicable limited partnership statute; or

• the right or the exercise of the right by our unitholders as a group to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other action under our partnership agreement constituted participation in the “control” of our business.

     Our general partner generally has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations that are expressly made without recourse to our general partner. In addition, under some circumstances, a unitholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution. Please read “The Partnership Agreement – Limited Liability” for a discussion of the implications of the limitations on liability to a unitholder.

Our partnership agreement contains provisions that reduce the remedies available to unitholders for actions that might otherwise constitute a breach of fiduciary duty by our general partner.

     Our partnership agreement limits the liability and reduces the fiduciary duties of our general partner to the unitholders. Our partnership agreement also restricts the remedies available to unitholders for actions that would otherwise constitute breaches of our general partner’s fiduciary duties. For example, our partnership agreement:

• permits our general partner to make a number of decisions in its “sole discretion.” This entitles our 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;

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• provides that our general partner is entitled to make other decisions in its “reasonable discretion” which may reduce the obligations to which our general partner would otherwise be held;

• 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 and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the interests of all parties involved, including its own; and

• 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 our general partner and those other persons acted in good faith.

     If you choose to purchase a common unit, you will be treated as having consented to the various actions contemplated in our partnership agreement and conflicts of interest that might otherwise be considered a breach of fiduciary duties under applicable state law.

We may issue additional common units without unitholder approval, which would dilute each unitholder’s ownership interest.

     During the subordination period, our general partner, without the approval of our unitholders, may cause us to issue up to 1,500,000 additional common units. Our general partner may also 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 such as:

• the issuance of common units in connection with acquisitions that increase cash flow from operations on a pro forma, per unit basis;

• the conversion of subordinated units into common units;

• the conversion of units of equal rank with the common units into common units under some circumstances; or

• the conversion of our general partner’s general partner interest in us and its incentive distribution rights into common units as a result of the withdrawal of our general partner.

     After 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:

• our unitholders’ proportionate ownership interest in us will decrease;

• the amount of cash available for distribution on a per unit basis may decrease;

• 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;

• the relative voting strength of each previously outstanding unit will diminish; and

• the market price of the common units may decline.

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The control of our general partner may be transferred to a third party, and that party could replace our current management team, without unitholder consent. Additionally, if Martin Resource Management no longer controls our general partner, amounts we owe under our credit facility may become immediately due and payable.

     Our 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 our partnership agreement on the ability of the owner of our general partner to transfer its ownership interest in our general partner to a third party. A new owner of our general partner could replace the directors and officers of our general partner with its own designees and to control the decisions taken by our general partner.

     If, at any time, Martin Resource Management no longer controls our general partner, the lender under our credit facility may declare all amounts outstanding thereunder immediately due and payable. If such event occurs, we may be required to refinance our debt on unfavorable terms, which could negatively impact our results of operations and our ability to make distribution to our unitholders or to make principal and interest payments on our debt securities.

Our general partner has a limited call right that may require unitholders to sell their 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 remaining common units held by unaffiliated persons at a price not less than the then-current market price. As a result, unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Unitholders may also incur a tax liability upon a sale of their units. No provision in our partnership agreement, or in any other agreement we have with our general partner or Martin Resource Management, prohibits our general partner or its affiliates from acquiring more than 80% of our common units. For additional information about this call right and the potential tax liability of unitholders, please read “— Tax Risks — Tax gain or loss on the disposition of our common units could be different than expected” and “The Partnership Agreement — Limited Call Right.”

Martin Resource Management and its affiliates may engage in limited competition with us.

     Martin Resource Management and its affiliates may engage in limited competition with us. If Martin Resource Management does engage in competition with us, we may lose customers or business opportunities, which could have an adverse impact on our results of operations, cash flow and ability to make distributions to our unitholders or to make principal and interest payments on our debt securities.

Our common units have a limited trading history and a limited trading volume compared to other publicly traded securities.

     Our common units are quoted on the Nasdaq National Market under the symbol “MMLP.” However, our common units have a limited trading history and daily trading volumes for our common units are, and may continue to be, relatively small compared to many other securities quoted on the Nasdaq National Market. We cannot assure you that this offering will increase the trading volume for our common units, and the price of our common units may, therefore, be volatile.

Tax Risks

     You should read “Material Tax Considerations” for a full discussion of the expected material federal income tax considerations of owning and disposing of common units.

The IRS could treat us as a corporation for tax purposes, which would substantially reduce the cash available for distribution to unitholders or to make principal and interest payments on our debt securities.

     The anticipated after-tax economic benefit of an investment in us depends largely on our classification 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, which is currently a maximum of 35%. Distributions to unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, or deductions would flow through to unitholders. Because a tax would be imposed upon us as a corporation, the cash available for distribution to unitholders or to make principal and interest payments on our debt securities would be substantially reduced. Treatment of us as a

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corporation would result in a material reduction in the anticipated cash flow and after-tax return to unitholders and therefore 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 taxable as a corporation for federal income tax purposes or otherwise subject us to entity-level taxation. Our 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, then the minimum quarterly distribution amount and the target distribution amount 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 affect the market for our common units and the costs of any contest will be borne by our unitholders, debt security holders and our general partner.

     We have not requested a 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 some or all our counsel’s conclusions or the positions we take. Our counsel has not rendered an opinion on certain matters affecting us. Any contest with the IRS may materially and adversely impact the market for our common units and the prices at which they trade. In addition, the costs of any contest with the IRS will be borne directly or indirectly by all of our unitholders, debt security holders and our general partner.

Unitholders may be required to pay taxes on income from us even if they do not receive any cash distributions from us.

     Unitholders may be required to pay federal income taxes and, in some cases, state, local and foreign income taxes on their share of our taxable income even if they receive no cash distributions from us. Unitholders may not receive cash distributions from us equal to their share of our taxable income or even the tax liability that results from the taxation of their share of our taxable income.

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

     If unitholders sell common units, they will recognize gain or loss equal to the difference between the amount realized and their tax basis in those common units. Prior distributions in excess of the total net taxable income unitholders were allocated for a common unit, which decreased their tax basis in that common unit, will, in effect, become taxable income to them if the common unit is sold at a price greater than their tax basis in that common unit, even if the price they receive is less than their original cost. A substantial portion of the amount realized, whether or not representing gain, may be ordinary income to unitholders. Should the IRS successfully contest some positions we take, unitholders 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 unitholders sell their units, they may incur a tax liability in excess of the amount of cash they receive from the sale.

Changes in federal income tax law could affect the value of our common units.

     On May 28, 2003, the Jobs and Growth Tax Relief Reconciliation Act of 2003 was signed into law, which generally reduces the maximum tax rate applicable to corporate dividends to 15%. This reduction could materially affect the value of our common units in relation to alternative investments in corporate stock, as investments in corporate stock may be relatively more attractive to individual investors thereby exerting downward pressure on the market price of our common units.

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

     We are registered with the IRS as a “tax shelter.” Our tax shelter registration number is 02318000009. The federal income tax laws require that some types of entities, including some partnerships, register as “tax shelters” in

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response to the perception that they claim tax benefits that may 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 our unitholders’ tax returns and may lead to audits of unitholders’ tax returns and adjustments of items unrelated to us. Unitholders will bear the cost of any expense incurred in connection with an examination of their tax return.

We treat a purchaser of our common units as having the same tax benefits without regard to the seller’s identity. 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 adopt depreciation positions that may not conform to all aspects of the Treasury regulations. Please read “Material Tax Considerations — Tax Consequences of Unit Ownership — Section 754 Election.” A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our 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 unitholder tax returns. Please read “Material Tax Considerations — Uniformity of Units” for a further discussion of the effect of, and reasons for, the depreciation and amortization positions we will adopt.

Unitholders may 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 may 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 may be required to file state, local and foreign income tax returns and pay state and local 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 Alabama, Arizona, Arkansas, Georgia, Florida, Illinois, Louisiana, Mississippi, Texas and Utah. We may do business or own property in other states or foreign countries in the future. It is the responsibility of the unitholder 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

Martin Midstream Partners is a holding company and we conduct our operations through our subsidiary, Martin Operating Partnership, and depend on cash flow from Martin Operating Partnership to service any of our debt obligations.

     Martin Midstream Partners conducts all of its operations through its subsidiary, Martin Operating Partnership, and owns no significant assets other than the limited partnership interests in Martin Operating Partnership and ownership of membership interests in Martin Operating GP LLC, the general partner of Martin Operating Partnership. Therefore, our ability, and the ability of Martin Operating Partnership, to make required payments on any debt securities issued will depend on the performance of Martin Operating Partnership and its ability to make required payments and/or to distribute funds to us. The ability of this subsidiary to make required payments and/or make such distributions may be restricted by, among other things, its debt agreements and applicable state partnership laws and other laws and regulations. Under our debt agreements, Martin Operating Partnership is prohibited from making a distribution to us that would result in a default in such debt agreements. Furthermore, applicable state partnership laws restrict Martin Operating Partnership from making distributions to us that would result in its insolvency. If we or Martin Operating Partnership are unable to obtain the funds necessary to pay the principal amount at maturity of our debt securities, we may be required to adopt one or more alternatives, such as a refinancing of the debt securities. We cannot assure you that we would be able to so refinance our debt securities.

Your right to receive payments on our debt securities is unsecured and will be effectively subordinated to our existing and future secured indebtedness.

     Any debt securities, including any guarantees, issued by Martin Midstream Partners or Martin Operating Partnership will be effectively subordinated to the claims of our secured creditors. In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of Martin Midstream Partners or Martin Operating Partnership, secured creditors would generally have the right to be paid in full before any distribution is made to the holders of our debt securities. As of June 23, 2004, Martin Midstream Partners had outstanding approximately $62.0 million of secured indebtedness.

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A guarantee by Martin Midstream Partners or Martin Operating Partnership could be deemed to be a fraudulent conveyance under certain circumstances, and a court may try to subordinate or void such guarantee.

     Under federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee by Martin Midstream Partners or Martin Operating Partnership 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

• was insolvent or rendered insolvent by reason of such incurrence;

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

• 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 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:

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

• 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

• it could not pay its debts as they become due.

Martin Midstream Partners and Martin Operating Partnership are required to distribute all of their available cash to their partners and are not required to accumulate cash for the purpose of meeting their future obligations to holders of our debt securities, which may limit the cash available to service those debt securities.

     The partnership agreements of Martin Midstream Partners and Martin Operating Partnership require us to distribute all of our available cash each fiscal quarter to our partners. Available cash is generally defined to mean all cash on hand at the end of the quarter, plus certain working capital borrowings after the end of the quarter, less reserves established by the general partner in its sole discretion to provide for the proper conduct of our business (including reserves for future capital expenditures), to comply with applicable law or agreements, including debt agreements, or to provide funds for future distributions to partners. Depending on the timing and amount of the cash distributions to our partners and because we are not required to accumulate cash for the purpose of meeting obligations to holders of any debt securities, such distributions could significantly reduce the cash available to us in subsequent periods to make payments on any debt securities.

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FORWARD-LOOKING STATEMENTS

     Statements included in this prospectus, the accompanying prospectus supplement and the documents we incorporate by reference that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including “forecast,” “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other “forward-looking” information. We and our representatives may from time to time make other oral or written statements that are also forward-looking statements.

     These forward-looking statements are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

     Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed under “Risk Factors” and elsewhere in this prospectus, the accompanying prospectus supplement and the documents we incorporate by reference herein.

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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 offered hereby for general partnership purposes, which may include, among other things:

• paying or refinancing all or a portion of our indebtedness outstanding at the time, including indebtedness incurred in connection with acquisitions; and

• funding working capital, capital expenditures or acquisitions.

     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 table below sets forth the ratio of earnings to fixed charges of Martin Midstream Partners and Martin Midstream Partners Predecessor on a consolidated basis for the periods indicated. The ratio of earnings to fixed charges is presented below for the years ending December 31, 1999, 2000, 2001, 2002 and 2003 and the three months ended March 31, 2004.

Martin Midstream Partners Predecessor

Martin Midstream Partners L.P.

Period from

Period from

January 1, 2002

November 6, 2002

Year Ended December 31

through

through

Year Ended

Three Months Ended

November 5,

December 31,

December 31,

March 31,

1999

2000

2001

2002

2002

2003

2004

Ratio of Earnings to Fixed Charges

0.73x

1.19x

2.13x

1.78x

10.28x

7.37x

6.26x

     For these ratios, “earnings” is the amount resulting from adding the following items:

• pre-tax income from continuing operations, before minority interest and equity in earnings of unconsolidated partnership;

• distributed income of equity investments; and

• fixed charges.

     The term “fixed charges” means the sum of the following:

• interest expense;

• amortized debt issuance costs; and

• estimated interest element of rentals.

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DESCRIPTION OF THE DEBT SECURITIES

     Martin Midstream Partners may issue senior debt securities under an indenture between Martin Midstream Partners, as issuer, Martin Operating Partnership, as the Guarantor, if applicable, and a trustee that we will name in the related prospectus supplement. We refer to this indenture as the “Martin Midstream Partners senior indenture.” Martin Midstream Partners may also issue subordinated debt securities under an indenture to be entered into among Martin Midstream Partners, Martin Operating Partnership, as the Guarantor, if applicable, and a trustee that we will name in the related prospectus supplement. We refer to this indenture as the “Martin Midstream Partners subordinated indenture.”

     Martin Operating Partnership may issue senior debt securities under an indenture among Martin Operating Partnership, as issuer, Martin Midstream Partners, as the Guarantor, and a trustee that we will name in the related prospectus supplement. We refer to this indenture as the “Martin Operating Partnership senior indenture.” Martin Operating Partnership may also issue subordinated debt securities under an indenture to be entered into among Martin Operating Partnership, Martin Midstream Partners, as the Guarantor, and a trustee that we will name in the related prospectus supplement. We refer to this indenture as the “Martin Operating Partnership subordinated indenture.”

     We refer to the Martin Midstream Partners senior indenture, the Martin Operating Partnership senior indenture, the Martin Midstream Partners subordinated indenture and the Martin Operating Partnership subordinated indenture collectively as the “indentures.” The debt securities will be governed by the provisions of the related indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

     We have summarized material provisions of the indentures, the debt securities and the guarantees below. This summary is not complete. We have filed the form of senior indentures and the form of subordinated indentures with the SEC as exhibits to the registration statement of which this prospectus forms a part, and you should read the indentures for provisions that may be important to you.

     Unless the context otherwise requires, references in this “Description of the Debt Securities” to “we,” “us” and “our” mean Martin Midstream Partners and Martin Operating Partnership and references herein to an “indenture” refer to the particular indenture under which we issue a series of debt securities.

Provisions Applicable to Each Indenture

     General. Any series of debt securities:

• will be general obligations of the issuer;

• will be general obligations of the Guarantor if they are guaranteed by the Guarantor; and

• may be subordinated to the Senior Indebtedness of Martin Midstream Partners and Martin Operating Partnership.

     The indentures do not limit the amount of debt securities that may be issued under any indenture, and do not limit the amount of other indebtedness or securities that we may issue. We may issue debt securities under the indentures from time to time in one or more series, each in an amount authorized prior to issuance.

     No indenture contains any covenants or other provisions designed to protect holders of the debt securities in the event we participate in a highly leveraged transaction or upon a change of control. The indentures also do not contain provisions that give holders the right to require us to repurchase their securities in the event of a decline in our credit ratings for any reason, including as a result of a takeover, recapitalization or similar restructuring or otherwise.

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

• whether the debt securities will be senior or subordinated debt securities;

• the form and title of the debt securities of that series;

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• whether the debt securities will be secured or not;

• the total principal amount of the debt securities of that series;

• whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders;

• the date or dates on which the principal of and any premium on the debt securities of that series will be payable;

• any interest rate which the debt securities of that series will bear, the date from which interest will accrue, interest payment dates and record dates for interest payments;

• any right to extend or defer the interest payment periods and the duration of the extension;

• whether and under what circumstances any additional amounts with respect to the debt securities will be payable;

• whether the debt securities are entitled to the benefit of any guarantee by any Guarantor;

• the place or places where payments on the debt securities of that series will be payable;

• any provisions for optional redemption or early repayment;

• any provisions that would require the redemption, purchase or repayment of debt securities;

• the denominations in which the debt securities will be issued;

• whether payments on the debt securities will be payable in foreign currency or currency units or another form and whether payments will be payable by reference to any index or formula;

• the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;

• any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations;

• any changes or additions to the events of default or covenants described in this prospectus;

• any restrictions or other provisions relating to the transfer or exchange of debt securities;

• any terms for the conversion or exchange of the debt securities for our other securities or securities of any other entity;

• any changes to the subordination provisions for the subordinated debt securities; and

• any other terms of the debt securities of that series.

     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.

     We may sell the debt securities at a discount, which may be substantial, below their stated principal amount. These debt securities may bear no interest or interest at a rate that at the time of issuance is below market rates. If we sell these debt securities, we will describe in the prospectus supplement any material United States federal income tax consequences and other special considerations.

     If we sell any of the debt securities for any foreign currency or currency unit or if payments on the debt securities are payable in any foreign currency or currency unit, we will describe in the prospectus supplement the restrictions, elections, tax consequences, specific terms and other information relating to those debt securities and the foreign currency or currency unit.

     Guarantee of Martin Midstream Partners. Martin Midstream Partners will fully, irrevocably and unconditionally guarantee on an unsecured basis all series of debt securities of Martin Operating Partnership, and may execute a notation of guarantee as further evidence of its guarantee. The applicable prospectus supplement will describe the terms of any such guarantee by Martin Midstream Partners.

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     Martin Midstream Partners’ guarantee of the senior debt securities will be Martin Midstream Partners’ unsecured and unsubordinated general obligation, and will rank on a parity with all of Martin Midstream Partners’ other unsecured and unsubordinated indebtedness. Martin Midstream Partners’ guarantee of the subordinated debt securities will be Martin Midstream Partners’ unsecured general obligation and will be subordinated to all of Martin Midstream Partners’ other unsecured and unsubordinated indebtedness.

     Guarantee of Martin Operating Partnership. Martin Operating Partnership may fully, irrevocably and unconditionally guarantee on an unsecured basis all series of debt securities of Martin Midstream Partners and may execute a notation of guarantee as further evidence of such guarantee. The applicable prospectus supplement will describe the terms of any such guarantee by Martin Operating Partnership.

     If a series of senior debt securities of Martin Midstream Partners is guaranteed, Martin Operating Partnership’s guarantee of the senior debt securities will be Martin Operating Partnership’s unsecured and unsubordinated general obligation, and will rank on a parity with all of Martin Operating Partnership’s other unsecured and unsubordinated indebtedness. If a series of subordinated debt securities of Martin Midstream Partners is guaranteed, Martin Operating Partnership’s guarantee of the subordinated debt securities will be Martin Operating Partnership’s unsecured general obligation and will be subordinated to all of Martin Operating Partnership’s other unsecured and unsubordinated indebtedness.

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

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

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

     The guarantee of any 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 Guarantor will be released with respect to that series. Further, if no default has occurred and is continuing under the indentures, and to the extent not otherwise prohibited by the indentures, a Guarantor will be unconditionally released and discharged from the guarantee:

• 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 Guarantor;

• automatically upon the merger of the Guarantor into us or the liquidation and dissolution of the Guarantor; or

• following delivery of a written notice by us to the trustee, upon the release of all guarantees by the 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.

     Consolidation, Merger and Sale of Assets. Each of Martin Midstream Partners and Martin Operating Partnership has agreed, however, that it will not consolidate with or merge into any entity (other than Martin Midstream Partners, Martin Operating Partnership or their subsidiaries, as applicable) or lease, transfer or dispose of all or substantially all of its assets to any entity (other than Martin Midstream Partners, Martin Operating Partnership or their subsidiaries, as applicable) unless:

• it is the continuing entity; or

• if it is not the continuing entity, the resulting entity or transferee is organized and existing under the laws of any United States jurisdiction and assumes the performance of its covenants and obligations under the indentures; and

• in either case, immediately after giving effect to the transaction, no default or event of default would occur and be continuing or would result from the transaction.

     Upon any such consolidation, merger or asset lease, transfer or disposition involving Martin Midstream Partners or Martin Operating Partnership, the resulting entity or transferee will be substituted for Martin Midstream

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Partners or Martin Operating Partnership, as applicable, under the applicable indenture and debt securities. In the case of an asset transfer or disposition other than a lease, Martin Midstream Partners or Martin Operating Partnership, as applicable, will be released from the applicable indenture.

     Events of Default. Unless we inform you otherwise in the applicable prospectus supplement, the following are events of default with respect to a series of debt securities:

• failure to pay interest on that series of debt securities when due that continue for 30 days;

• 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;

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

• failure by the issuer or, if the series of debt securities is guaranteed by the Guarantor, by such Guarantor, to comply for 60 days with the other agreements contained in the indentures, any supplement to the indentures or any board resolution authorizing the issuance of that series after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under that indenture that are affected by that failure;

• certain events of bankruptcy, insolvency or reorganization of the issuer or, if the series of debt securities is guaranteed by the Guarantor, of the Guarantor;

• if the series is guaranteed by the Guarantor,

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

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

• the Guarantor denies or disaffirms its obligations under the indentures or its guarantee; and

• any other event of default provided for in that series of debt securities.

     A default under one series of debt securities will not necessarily be a default under another series. The trustee may withhold notice to the holders of the debt securities of any default or event of default (except in any payment on the debt securities) if the trustee considers it in the interest of the holders of the debt securities to do so.

     If an event of default for any series of debt securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of the series affected by the default (or, in some cases, 25% in principal amount of all debt securities issued under the applicable indenture that are affected, voting as one class) may declare the principal of and all accrued and unpaid interest on those debt securities to be due and payable. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs, the principal of and interest on all the debt securities issued under the applicable indenture will become immediately due and payable without any action on the part of the trustee or any holder. The holders of a majority in principal amount of the outstanding debt securities of the series affected by the default (or, in some cases, of all debt securities issued under the applicable indenture that are affected, voting as one class) may in some cases rescind this accelerated payment requirement.

     A holder of a debt security of any series issued under each indenture may pursue any remedy under that indenture only if:

• the holder gives the trustee written notice of a continuing event of default for that series;

• the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;

• the holders offer to the trustee indemnity satisfactory to the trustee;

• the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and

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• during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request.

This provision does not, however, affect the right of a holder of a debt security to sue for enforcement of any overdue payment.

     In most cases, holders of a majority in principal amount of the outstanding debt securities of a series (or of all debt securities issued under the applicable indenture that are affected, voting as one class) may direct the time, method and place of:

• conducting any proceeding for any remedy available to the trustee; and

• exercising any trust or power conferred upon the trustee relating to or arising as a result of an event of default.

     The issuer is required to file each year with the trustee a written statement as to its compliance with the covenants contained in the applicable indenture.

     Modification and Waiver. Each indenture may be amended or supplemented if the holders of a majority in principal amount of the outstanding debt securities of all series issued under that indenture that are affected by the amendment or supplement (acting as one class) consent to it. Without the consent of the holder of each debt security affected, however, no modification may:

• reduce the amount of debt securities whose holders must consent to an amendment, a supplement or a waiver;

• reduce the rate of or change the time for payment of interest on the debt security;

• reduce the principal of the debt security or change its stated maturity;

• reduce any premium payable on the redemption of the debt security or change the time at which the debt security may or must be redeemed;

• change any obligation to pay additional amounts on the debt security;

• make payments on the debt security payable in currency other than as originally stated in the debt security;

• impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the debt security;

• make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification;

• modify the provisions relating to the subordination of any subordinated debt security in a manner adverse to the holder of that security;

• waive a continuing default or event of default regarding any payment on the debt securities; or

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

     Each indenture may be amended or supplemented or any provision of that indenture may be waived without the consent of any holders of debt securities issued under that indenture:

• to cure any ambiguity, omission, defect or inconsistency;

• to provide for the assumption of the issuer’s obligations under the indentures by a successor upon any merger, consolidation or asset transfer permitted under the indenture;

• to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities;

• to provide any security for, any guarantees of or any additional obligors on any series of debt securities or, with respect to the senior indentures, the related guarantees;

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• to comply with any requirement to effect or maintain the qualification of that indenture under the Trust Indenture Act of 1939;

• to add covenants that would benefit the holders of any debt securities or to surrender any rights the issuer has under the indentures;

• to add events of default with respect to any debt securities; and

• to make any change that does not adversely affect any outstanding debt securities of any series issued under that indenture in any material respect.

     The holders of a majority in principal amount of the outstanding debt securities of any series (or, in some cases, of all debt securities issued under the applicable indenture that are affected, voting as one class) may waive any existing or past default or event of default with respect to those debt securities. Those holders may not, however, waive any default or event of default in any payment on any debt security or compliance with a provision that cannot be amended or supplemented without the consent of each holder affected.

     Defeasance. When we use the term defeasance, we mean discharge from some or all of our obligations under the indentures. If any combination of funds or government securities are deposited with the trustee under an indenture sufficient to make payments on the debt securities of a series issued under that indenture on the dates those payments are due and payable, then, at our option, either of the following will occur:

• we will be discharged from our or their obligations with respect to the debt securities of that series and, if applicable, the related guarantees (“legal defeasance”); or

• we will no longer have any obligation to comply with the restrictive covenants, the merger covenant and other specified covenants under the applicable indenture, and the related events of default will no longer apply (“covenant defeasance”).

     If a series of debt securities is defeased, the holders of the debt securities of the series affected will not be entitled to the benefits of the applicable indenture, except for obligations to register the transfer or exchange of debt securities, replace stolen, lost or mutilated debt securities or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium and interest on the debt securities and, if applicable, guarantees of the payments will also survive.

     Unless we inform you otherwise in the prospectus supplement, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.

     No Personal Liability of General Partner. Martin Midstream GP LLC, the general partner of Martin Midstream Partners, and its directors, managers, officers, employees and members, in such capacity, will not be liable for the obligations of Martin Midstream Partners or Martin Operating Partnership under the debt securities, the indentures or the guarantees 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 of that debt security will have agreed to this provision and waived and released any such liability on the part of Martin Midstream GP LLC and its directors, managers, officers, employees and members. This waiver and release are part of the consideration for our issuance of the debt securities. It is the view of the SEC that a waiver of liabilities under the federal securities laws is against public policy and unenforceable.

     Governing Law. New York law will govern the indentures and the debt securities.

     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.

     Form, Exchange, Registration and Transfer. The debt securities will be issued in registered form, without interest coupons. There will be no service charge for any registration of transfer or exchange of the debt securities. However, payment of any transfer tax or similar governmental charge payable for that registration may be required.

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     Debt securities of any series will be exchangeable for other debt securities of the same series, the same total principal amount and the same terms but in different authorized denominations in accordance with the applicable indenture. Holders may present debt securities for registration of transfer at the office of the security registrar or any transfer agent we designate. The security registrar or transfer agent will effect the transfer or exchange if its requirements and the requirements of the applicable indenture are met.

     The trustee will be appointed as security registrar for the debt securities. If a prospectus supplement refers to any transfer agent we initially designate, we may at any time rescind that designation or approve a change in the location through which any transfer agent acts. We are required to maintain an office or agency for transfers and exchanges in each place of payment. We may at any time designate additional transfer agents for any series of debt securities.

     In the case of any redemption, we will not be required to register the transfer or exchange of:

• any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption and ending on the close of business on the day of mailing of such notice; or

• any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

     Payment and Paying Agents. Unless we inform you otherwise in a prospectus supplement, payments on the debt securities will be made in U.S. dollars at the office of the trustee or any paying agent. At our option, however, payments may be made by wire transfer for global debt securities or by check mailed to the address of the person entitled to the payment as it appears in the security register. Unless we inform you otherwise in a prospectus supplement, interest payments may be made to the person in whose name the debt security is registered at the close of business on the record date for the interest payment.

     Unless we inform you otherwise in a prospectus supplement, the trustee under the applicable indenture will be designated as the paying agent for payments on debt securities issued under that indenture. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

     If the principal of or any premium or interest on debt securities of a series is payable on a day that is not a business day, the payment will be made on the following business day. For these purposes, unless we inform you otherwise in a prospectus supplement, a “business day” is any day that is not a Saturday, a Sunday or a day on which banking institutions in New York, New York or a place of payment on the debt securities of that series is authorized or obligated by law, regulation or executive order to remain closed.

     Subject to the requirements of any applicable abandoned property laws, the trustee and paying agent will pay to us upon written request any money held by them for payments on the debt securities that remains unclaimed for two years after the date upon which that payment has become due. After payment to us, holders entitled to the money must look to us for payment. In that case, all liability of the trustee or paying agent with respect to that money will cease.

     Book-Entry Debt Securities. The debt securities of a series may be issued in the form of one or more global debt securities that would be deposited with a depositary or its nominee identified in the prospectus supplement. Global debt securities may be issued in either temporary or permanent form. We will describe in the prospectus supplement the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global debt security.

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Provisions Applicable Solely to the Martin Midstream Partners and Martin Operating Partnership Subordinated Indentures

     Subordination. Debt securities of a series may be subordinated to the issuer’s “Senior Indebtedness,” which is defined generally to include any obligation created or assumed by the issuer (or, if the series is guaranteed, the Guarantor) for the repayment of borrowed money, any purchase money obligation created or assumed by the issuer, 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 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). Subordinated debt securities will be subordinated in right of payment, to the extent and in the manner set forth in the subordinated indentures and the prospectus supplement relating to such series, to the prior payment of all of the issuer’s indebtedness and that of the Guarantor that is designated as “Senior Indebtedness” with respect to the series.

     The holders of Senior Indebtedness of the issuer or, if applicable, the 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 Guarantors’ assets, to creditors:

• upon a liquidation or dissolution of the issuer or, if applicable to any series of outstanding debt securities, the Guarantor; or

• in a bankruptcy, receivership or similar proceeding relating to the issuer or, if applicable to any series of outstanding debt securities, to the Guarantor.

     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 the issuer does 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, the issuer may not:

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

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

• 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, the issuer may deliver subordinated debt securities to the trustee in satisfaction of our sinking fund obligation,

unless, in either case,

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

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

• the issuer 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:

• any specified issue of Senior Indebtedness of at least $100.0 million; and

• 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, the issuer may not pay the subordinated debt securities for a period called the “Payment Blockage

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Period.” A Payment Blockage Period will commence on the receipt by the issuer 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:

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

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

• 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.

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DESCRIPTION OF THE COMMON UNITS

     Our common units represent limited partner interests that entitle the holders to participate in our partnership distributions and to exercise the rights and privileges available to limited partners under our partnership agreement. For a description of the relative rights and preferences of holders of common units and our general partner in and to partnership distributions, see “Cash Distribution Policy.” For a general discussion of the expected federal income tax consequences of owning and disposing of common units, see “Material Tax Considerations.” References in this “Description of the Common Units” to “we,” “us” and “our” mean Martin Midstream Partners L.P.

Number of Units

     We currently have 4,222,500 common units outstanding, 4,188,405 of which are held by the public, and 34,095 are held by officers and directors of our general partner. In addition, we currently have 4,253,362 subordinated units outstanding, all of which are held by Martin Resource Management and its affiliates. For a description of our subordinated units, please read “ — Subordinated Units.” The common units, together with our subordinated units, represent an aggregate 98.0% limited partner interest. Our general partner owns an aggregate 2.0% general partner interest in us.

Listing

     Our outstanding common units are traded on the Nasdaq National Market under the symbol “MMLP.” Any additional common units that we issue also will be traded on the Nasdaq National Market.

Transfer Agent and Registrar

     Duties. Mellon Investor Services LLC serves as transfer agent and registrar for our common units. We will pay all fees charged by the transfer agent for transfers of common units, except the following must be paid by unitholders:

• surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges;

• special charges for services requested by a holder of a common unit; and

• other similar fees or charges.

     We will indemnify the transfer agent, its agents and each of their stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

     Resignation or Removal. The transfer agent may resign, by notice to us, or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer agent and registrar and its acceptance of the appointment. If no successor has been appointed and accepted the appointment within 30 days after notice of the resignation or removal, our general partner may act as the transfer agent and registrar until a successor is appointed.

Transfer of Common Units

     Each purchaser of common units offered by this prospectus must execute a transfer application. Any subsequent transfers of a common unit will not be recorded by the transfer agent or recognized by us unless the transferee executes and delivers a transfer application. By executing and delivering a transfer application, the transferee of common units:

• becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner;

• automatically requests admission as a substituted limited partner in our partnership;

• agrees to be bound by the terms and conditions of, and executes, our partnership agreement;

• represents that the transferee has the capacity, power and authority to enter into our partnership agreement;

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• grants powers of attorney to officers of our general partner and any liquidator of us as specified in our partnership agreement; and

• makes the consents and waivers contained in our partnership agreement.

     An assignee will become a substituted limited partner of our partnership for the transferred common units upon the consent of our general partner and the recording of the name of the assignee on our books and records. Our general partner may withhold its consent in its sole discretion.

     A transferee’s broker, agent or nominee may complete, execute and deliver a transfer application. We are entitled to treat the record holder of a common unit as the absolute owner. In that case, the beneficial holder’s rights are limited solely to those that it has against the record holder as a result of any agreement between the beneficial owner and the record holder.

     Common units are securities and are transferable according to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to request admission as a substituted limited partner in our partnership for the transferred common units. A purchaser or transferee of common units who does not execute and deliver a transfer application obtains only:

• the right to assign the common unit to a purchaser or other transferee; and

• the right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common units.

     Thus, a purchaser or transferee of common units who does not execute and deliver a transfer application:

• will not receive cash distributions, 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; and

• may not receive some federal income tax information or reports furnished to record holders of common units.

     Our partnership agreement requires that a transferor of common units must provide the transferee with all information that may be necessary to transfer the common units. The transferor is not required to insure the execution of the transfer application by the transferee and has no liability or responsibility if the transferee neglects or chooses not to execute and forward the transfer application to the transfer agent. Please read “The Partnership Agreement — Status as Limited Partner or Assignee.”

     Until a common unit has been transferred on our books, we and the transfer agent may treat the record holder of the unit as the absolute owner for all purposes, except as otherwise required by law or applicable stock exchange regulations.

Voting

     Each holder of common units is entitled to the voting rights specified under “The Partnership Agreement – Voting Rights” below.

Subordinated Units

     Our subordinated units are a separate class of limited partner interests in Martin Midstream Partners, 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 our general partner and to the holders of our common units, until the holders of our common units have received the minimum quarterly distribution plus any arrearages, and then will be distributed to the holders of subordinated units. Please read “Cash Distribution Policy.”

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     The subordinated units may also convert into common units under certain circumstances. Please read “Cash Distribution Policy — Subordination Period.”

Limited Voting Rights

     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 and, as in the case of holders of common units, will 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 our 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 a separate class vote on approval of the withdrawal of our general partner or the transfer by our general partner of its general partner interest or incentive distribution rights under some circumstances. Removal of our general partner requires:

• a 66 2/3% 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 our partnership agreement that do not materially adversely affect unitholders without the approval of any unitholders.

Distributions upon Liquidation

     If we liquidate during the subordination period, in some circumstances, holders of outstanding common units will be entitled to receive more per unit in liquidating distributions than holders of outstanding subordinated units. The per unit difference will be dependent upon the amount of gain or loss that we recognize in liquidating our assets. Following conversion of the subordinated units into common units, all units will be treated the same upon liquidation.

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CASH DISTRIBUTION POLICY

Distributions of Available Cash

     General. Within 45 days after the end of each quarter, Martin Midstream Partners will distribute all of our available cash to unitholders of record on the applicable record date. During the subordination period, which we define below and in the glossary located in Appendix A, 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 of $0.50 per quarter, 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.

     Available Cash. We define available cash in the glossary located in Appendix A, and it generally means, for each fiscal quarter, all cash on hand at the end of the quarter:

• less the amount of cash our 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 revolving 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 of $0.50 per unit, or $2.00 per year, to the extent we have sufficient cash from our operations after the establishment of cash reserves and payment of expenses, including payments to our general partner. There is no guarantee, however, that we will pay 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 revolving credit facility.

     Restrictions on Our Ability to Distribute Available Cash Contained in Our Credit Agreement. Our ability to distribute available cash is contractually restricted by the terms of our credit agreement. Our credit agreement contains covenants requiring us to maintain certain financial ratios. We are prohibited from making any distributions to unitholders if the distribution would cause an event of default, or an event of default is existing, under our credit agreement or, if after giving effect to any distribution, we would then have less than $5 million of borrowing availability thereunder.

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.

     Operating Surplus. We define operating surplus in the glossary located in Appendix A. For any period it generally means:

• our cash balance at the closing of our initial public offering; plus

• $8.5 million (as described below); plus

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• all of our cash receipts since 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 since 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 our general partner deems necessary or advisable to provide funds for future operating expenditures.

     Capital Surplus. We also define capital surplus in the glossary located in Appendix A. It will generally 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 $8.5 million in addition to our cash balance at the closing 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 at the closing of our initial public offering that was 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 $8.5 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. While we do not currently anticipate that we will make any distributions from capital surplus in the near term, we may determine that the sale or disposition of an asset or business owned or acquired by us may be beneficial to our unitholders. If we distribute to you the equity we own in a subsidiary or the proceeds from the sale of one of our businesses, such a distribution would be characterized as a distribution from capital surplus.

Subordination Period

     General. During the subordination period, which we define below and in the glossary located in Appendix A, 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 of $0.50 per quarter, 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.

     Subordination Period. We define the subordination period in the glossary located in Appendix A. The subordination period will extend until the first day of any quarter beginning after September 30, 2009 in which 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;

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• 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, a portion of the 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:

• September 30, 2005 with respect to 20% of the subordinated units;

• September 30, 2006 with respect to 20% of the subordinated units;

• September 30, 2007 with respect to 20% of the subordinated units; and

• September 30, 2008 with respect to 20% of the subordinated units.

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

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

• 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 early conversion of the second, third or fourth 20% of the subordinated units may not occur until at least one year following the early conversion of the first, second or third 20% of the subordinated units, as the case may be.

     In addition to the early conversion of subordinated units described above, 20% of the subordinated units may convert into common units on a one-for-one basis prior to the end of the subordination period if at the end of a quarter ending on or after September 30, 2005 each of the following occurs:

• distributions of available cash from operating surplus on each common unit and subordinated unit equaled or exceeded $2.50 for each of the two consecutive, non-overlapping four-quarter periods immediately preceding that date;

• the adjusted operating surplus generated during each of the two consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of a distribution of $2.50 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.

This additional early conversion is a one time occurrence.

     Finally, 20% of the subordinated units may convert into common units on a one-for-one basis prior to the end of the subordination period if at the end of a quarter ending on or after September 30, 2005 each of the following occurs:

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• distributions of available cash from operating surplus on each common unit and subordinated unit equaled or exceeded $3.00 for each of the two consecutive, non-overlapping four-quarter periods immediately preceding that date;

• the adjusted operating surplus generated during each of the two consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of a distribution of $3.00 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.

This additional early conversion is a one time occurrence.

     Generally, the earliest possible date by which all subordinated units may be converted into common units is September 30, 2007.

     Adjusted Operating Surplus. We define adjusted operating surplus in the glossary located in Appendix A and for any period it 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 our 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 based on the fair market value of those interests at the time.

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 our general partner until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter;

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• Second, 98% to the common unitholders, pro rata, and 2% to our 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 our 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 our 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 our partnership agreement.

     If for any quarter:

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

• we have distributed available cash from operating surplus on each outstanding common unit 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 our general partner in the following manner:

• First, 98% to all unitholders, pro rata, and 2% to our general partner, until each unitholder receives a total of $0.55 per unit for that quarter (the “first target distribution”);

• Second, 85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.625 per unit for that quarter (the “second target distribution”);

• Third, 75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.75 per unit for that quarter (the “third target distribution”);

• Thereafter, 50% to all unitholders, pro rata, and 50% to our 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 various target distribution levels. The amounts set

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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 our general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests shown for our general partner include its 2% general partner interest and assumes the general partner has not transferred the incentive distribution rights.

		Marginal Percentage Interest in
	Total Quarterly Distribution	Distributions
	Target Amount	Unitholder			General Partner
Minimum Quarterly Distribution	$0.50		98	%		2	%
First Target Distribution	up to $0.55		98	%		2	%
Second Target Distribution	above $0.55 up to $0.625		85	%		15	%
Third Target Distribution	above $0.625 up to $0.75		75	%		25	%
Thereafter	above $0.75		50	%		50	%

Distributions from Capital Surplus

     How Distributions from Capital Surplus Will Be Made. 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 our general partner, until we distribute for each common unit that was issued in this offering 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 our 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.

     Effect of a Distribution from Capital Surplus. Our 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 our general partner to receive incentive distributions and for the subordinated units to convert into common units. Any distribution of capital surplus before the unrecovered initial unit price is reduced to zero, however, 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 our 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:

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• 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

     If we dissolve in accordance with our 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 our 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 our general partner.

     Manner of Adjustments for Gain. The manner of the adjustment for gain is set forth in our 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 our 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 our general partner until the capital account for each common unit is equal to the sum of:

(1)	the unrecovered initial unit price; plus
(2)	the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; plus
(3)	any unpaid arrearages in payment of the minimum quarterly distribution;

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

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(1)	the unrecovered initial unit price; and
(2)	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 our general partner, until we allocate under this paragraph an amount per unit equal to:

(1)	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
(2)	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 our general partner, for each quarter of our existence;

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

(1)	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
(2)	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 85% to the units, pro rata, and 15% to our general partner, pro rata, for each quarter of our existence;

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

(1)	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
(2)	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 75% to the unitholders, pro rata, and 25% to our general partner for each quarter of our existence;

• Thereafter, 50% to all unitholders, pro rata, and 50% to our 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 our 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 our 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 our general partner until the capital accounts of the common unitholders have been reduced to zero; and

• Thereafter, 100% to our 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 priority above will no longer be applicable.

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     Adjustments to Capital Accounts. 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 our 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 that results, to the extent possible, in the general partner’s capital account balances equaling the amount that they would have been if no earlier positive adjustments to the capital accounts had been made.

THE PARTNERSHIP AGREEMENT

     The following is a summary of the material provisions of our partnership agreement. A copy of the partnership agreement of Martin Midstream Partners is filed as an exhibit to this registration statement of which this prospectus is a part.

     We summarize the following provisions of our partnership agreement elsewhere in this prospectus:

• With regard to distributions of available cash, please read “Cash Distribution Policy.”

• With regard to the transfer of common units, please read “Description of the Common Units — Transfer of Common Units.”

• With regard to allocations of taxable income and taxable loss, please read “Material Tax Considerations.”

Organization and Duration

     We were organized in June 2002 and have a perpetual existence.

Purpose

     Our purposes under our partnership agreement are limited to owning the equity of the general partner of our operating partnership, serving as the limited partner of our operating partnership and engaging in any business activities that may be engaged in by our operating partnership or that are approved by our general partner. The partnership agreement of our operating partnership provides that our operating partnership may, directly or indirectly, engage in:

• its operations as conducted immediately after our initial public offering;

• any other activity approved by our general partner but only to the extent that our general partner reasonably determines that, as of the date of the acquisition or commencement of the activity, the activity generates “qualifying income” as this term is defined in Section 7704 of the Internal Revenue Code; or

• any activity that enhances the operations of an activity that is described in either of the two preceding clauses.

     Although our general partner has the ability to cause us and our operating partnership to engage in activities other than those described in this prospectus, our general partner has no current plans to do so. Our general partner is authorized in general to perform all acts as it may deem, in its sole discretion, necessary to carry out our purposes and to conduct our business.

Power of Attorney

     Each limited partner, and each person who acquires a unit from a unitholder and executes and delivers a transfer application, grants to our general partner and, if appointed, a liquidator, a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our general partner the authority to amend, and to make consents and waivers under, our partnership agreement.

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Capital Contributions

     Unitholders are not obligated to make additional capital contributions, except as described under “ — Limited Liability.”

Limited Liability

     Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) and that he otherwise acts in conformity with the provisions of our partnership agreement, his liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his common units plus his share of any undistributed profits and assets. If it were determined, however, that the right, or exercise of the right, by the limited partners as a group:

• to remove or replace our general partner;

• to approve some amendments to our partnership agreement; or

• to take other action under our partnership agreement;

constituted “participation in the control” of our business for the purposes of the Delaware Act, then the limited partners could be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the limited partner is a general partner. Neither our partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner. While this does not mean that a limited partner could not seek legal recourse, we know of no precedent for this type of a claim in Delaware case law.

     Under the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act is liable to the limited partnership for the amount of the distribution for three years. Under the Delaware Act, unless otherwise agreed, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of his assignor to make contributions to the partnership, except the assignee is not obligated for liabilities unknown to him at the time he became a limited partner and that could not be ascertained from our partnership agreement.

     Our operating partnership currently conducts business in 10 states. Maintenance of our limited liability as a limited partner of our operating partnership may require compliance with legal requirements in the jurisdictions in which our operating partnership conducts business, including qualifying our subsidiaries to do business there. Limitations on the liability of limited partners for the obligations of a limited partnership have not been clearly established in many jurisdictions. If, by virtue of our limited partner interest in our operating partnership or otherwise, it were determined that we were conducting business in any state without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right to remove or replace the general partner of our operating partnership, to approve some amendments to our partnership agreement of our operating partnership, or to take other action under our partnership agreement of our operating partnership constituted “participation in the control” of its business for purposes of the statutes of any relevant jurisdiction, then we could be held personally liable for the obligations of our operating partnership under the law of that jurisdiction to the same extent as its general partner under the circumstances.

Voting Rights

     The following matters require the unitholder vote specified below. Matters requiring the approval of a “unit majority” require:

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• during the subordination period, the approval of a majority of the outstanding common units, excluding those common units held by our general partner and its affiliates, and a majority of the outstanding subordinated units, voting as separate classes; and

• after the subordination period, the approval of a majority of the outstanding common units.

Matter	Vote Requirement
Issuance of additional common units or units of equal rank with the common units during the subordination period	Unit majority, with certain exceptions described under “—Issuance of Additional Securities.”
Issuance of units senior to the common units during the subordination period	Unit majority.
Issuance of units junior to the common units during the subordination period	No approval rights.
Issuance of additional units after the subordination period	No approval rights.
Amendment of the partnership agreement	Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read "—Amendment of the Partnership Agreement.” Unit majority. Please read "—Merger, Sale or
Merger of our partnership or the sale of all or substantially all of our assets	Other Disposition of Assets.”
Dissolution of our partnership	Unit majority. Please read "—Termination and Dissolution.”
Reconstitution of our partnership upon dissolution	Unit majority.
Withdrawal of the general partner	The approval of a majority of the outstanding common units, excluding common units held by the general partner and its affiliates, is required for the withdrawal of the general partner prior to September 30, 2012 in a manner which would cause a dissolution of our partnership. Please read "—Withdrawal or Removal of the General Partner.”
Removal of the general partner	Not less than 66?% of the outstanding units, including units held by our general partner and its affiliates. Please read "—Withdrawal or Removal of the General Partner.”
Transfer of the general partner interest	Our general partner may transfer its general partner interest without a vote of our unitholders in connection with the general partner’s merger or consolidation with or into, or sale of all or substantially all of its assets to, a third person. Our general partner may also transfer all of its general partner interest to an affiliate without a vote of our unitholders. The approval of a majority of the outstanding common units, excluding common units held by the general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to September 30, 2012. Please read "—Transfer of General Partner Interests and Incentive Distribution Rights.”

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Matter	Vote Requirement
Transfer of incentive distribution rights	Except for transfers to an affiliate or another person as part of the general partner’s merger or consolidation with or into, or sale of all or substantially all of its assets to, such affiliate or person, the approval of a majority of the outstanding common units is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to September 30, 2012. Please read “—Transfer of General Partner Interests and Incentive Distribution Rights.”
Transfer of ownership interests in the general partner	No approval required at any time. Please read "—Transfer of Ownership Interests in the General Partner.”

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 discussed in the following paragraph, we may not issue equity securities ranking senior to the common units or an aggregate of more than 1,500,000 additional common units or units on a parity with the common units without the approval of the holders of a majority of the outstanding common units and subordinated units, voting as separate classes.

     During and 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 our 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 $15 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 that, in the sole discretion of our 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 our 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.

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Amendment of the Partnership Agreement

     General. Amendments to our partnership agreement may be proposed only by or with the consent of our general partner, which consent may be given or withheld in its sole discretion. In order to adopt a proposed amendment, other than the amendments discussed below, our general partner must seek written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority.

     Prohibited Amendments. No amendment may be made that would:

• enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected;

• enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld in its sole discretion;

• change the duration of our partnership;

• provide that our partnership is not dissolved upon an election to dissolve our partnership by our general partner that is approved by a unit majority; or

• give any person the right to dissolve our partnership other than our general partner’s right to dissolve our partnership with the approval of a unit majority.

The provision of our partnership agreement preventing the amendments having the effects described in any of the clauses above can be amended upon the approval of the holders of at least 90% of the outstanding units voting together as a single class.

     No Unitholder Approval. Our general partner may generally make amendments to our partnership agreement without the approval of any limited partner or assignee to reflect:

• a change in our name, the location of our principal place of business, our registered agent or our registered office;

• the admission, substitution, withdrawal, or removal of partners in accordance with our partnership agreement;

• the reduction in the vote needed to remove the general partner from not less than 66 2/3% of all outstanding units to a lesser percentage of all outstanding units;

• an increase in the percentage of a class of units that a person or group may own without losing their voting rights from 20% to a higher percentage;

• a change that, in the sole discretion of our general partner, is necessary or advisable for us to qualify or to continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we, our operating partnership nor its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;

• an amendment changing our fiscal or taxable year and any changes that are necessary as a result of a change in our fiscal or taxable year;

• an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents, or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or plan asset

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regulations adopted under the Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed;

• subject to the limitations on the issuance of additional partnership securities described above, an amendment that in the discretion of our general partner is necessary or advisable for the authorization of additional partnership securities or rights to acquire partnership securities;

• any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;

• an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;

• any amendment that, in the sole discretion of our general partner, is necessary or advisable for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement;

• a change in our fiscal year or taxable year and related changes;

• a merger of the partnership or any of its subsidiaries into, or a conveyance of assets to, a newly-created limited liability entity the sole purpose of which is to effect a change in the legal form of the partnership into another limited liability entity; and

• any other amendments substantially similar to any of the matters described in the clauses above.

     In addition, our general partner may make amendments to our partnership agreement without the approval of any limited partner or assignee if those amendments, in the sole discretion of our general partner:

• do not adversely affect the limited partners (or any particular class of limited partners) in any material respect;

• are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

• are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange or trading system on which the limited partner interests are or will be listed for trading, compliance with any of which our general partner deems to be in our best interest and the best interest of the limited partners;

• are necessary or advisable for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or

• are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.

     Opinion of Counsel and Unitholder Approval. Our general partner will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners or result in our being treated as an entity for federal income tax purposes if one of the amendments described above under “— No Unitholder Approval” should occur. No other amendments to our partnership agreement will become effective without the approval of holders of at least 90% of the units unless we obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of our limited partners or cause us, our operating partnership or our subsidiaries to be taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously taxed as such).

     Any amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding units in relation to other classes of units will require the approval of at least a majority of the type or class of units so affected. Any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners constituting not less than the voting requirement sought to be reduced.

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Action Relating to our Operating Partnership

     Without the approval of the holders of units representing a unit majority, our general partner is prohibited from consenting on our behalf or on behalf of the general partner of our operating partnership to any amendment to the partnership agreement of our operating partnership or taking any action on our behalf permitted to be taken by a partner of our operating partnership in each case that would adversely affect our limited partners (or any particular class of limited partners) in any material respect.

Merger, Sale or Other Disposition of Assets

     Our partnership agreement generally prohibits our general partner, without the prior approval of a unit majority, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions, including by way of merger, consolidation or other combination, or approving on our behalf the sale, exchange or other disposition of all or substantially all of the assets of our subsidiaries. Our general partner may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without that approval. Our general partner may also sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without that approval.

     If conditions specified in our partnership agreement are satisfied, our general partner may merge us or any of our subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole purpose of that merger or conveyance is to change our legal form into another limited liability entity. The unitholders are not entitled to dissenters’ rights of appraisal under our partnership agreement or applicable Delaware law in the event of a merger or consolidation, a sale of substantially all of our assets or any other transaction or event.

Termination and Dissolution

     We will continue as a limited partnership until terminated under our partnership agreement. We will dissolve upon:

• the election of our general partner to dissolve us, if approved by a unit majority;

• the sale, exchange or other disposition of all or substantially all of our assets and properties and our subsidiaries;

• the entry of a judicial order dissolving us; or

• the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor.

     Upon a dissolution under the last clause, the holders of a majority of the outstanding common units and subordinated units, voting as separate classes, may also elect, within specific time limitations, to reconstitute us and continue our business on the same terms and conditions described in our partnership agreement by forming a new limited partnership on terms identical to those in our partnership agreement and having as general partner an entity approved by the holders of a majority of the outstanding common units and subordinated units, voting as separate classes, subject to our receipt of an opinion of counsel to the effect that:

• the action would not result in the loss of limited liability of any limited partner; and

• neither our partnership, the reconstituted limited partnership nor our operating partnership would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue.

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Liquidation and Distribution of Proceeds

     Upon our dissolution, unless we are reconstituted and continued as a new limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner that the liquidator deems necessary or desirable in its judgment, liquidate our assets and apply the proceeds of the liquidation as provided in “Cash Distribution Policy — Distributions of Cash upon Liquidation.” The liquidator may defer liquidation of our assets for a reasonable period or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to the partners.

Withdrawal or Removal of the General Partner

     Except as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to September 30, 2012 without obtaining the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, and furnishing an opinion of counsel regarding limited liability and tax matters. On or after September 30, 2012, our general partner may withdraw as general partner without first obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal will not constitute a violation of our partnership agreement. Notwithstanding the foregoing, our general partner may withdraw without unitholder approval upon 90 days’ notice to the limited partners if at least 50% of the outstanding common units are held or controlled by one person and its affiliates other than our general partner and its affiliates. In addition, our partnership agreement permits our general partner in some instances to sell or otherwise transfer all of its general partner interest in us without the approval of the unitholders. Please read “— Transfer of General Partner Interests and Incentive Distribution Rights.”

     Upon the withdrawal of our general partner under any circumstances, other than as a result of a transfer by our general partner of all or a part of its general partner interest in us, the holders of a majority of the outstanding common units and subordinated units, voting as separate classes, may select a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved, wound up and liquidated, unless within 180 days after that withdrawal, the holders of a majority of the outstanding common units and subordinated units, voting as separate classes, agree in writing to continue our business and to appoint a successor general partner.

     Our general partner may not be removed unless that removal is approved by the vote of the holders of not less than 66 2/3% of the outstanding units, including units held by our general partner and its affiliates, and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units and subordinated units, voting as separate classes. The ownership of more than 33 1/3% of the outstanding units by our general partner and its affiliates would give it the practical ability to prevent its removal. As of March 31, 2004, affiliates of our general partner owned approximately 59.5% of our outstanding units.

     Our partnership agreement also provides that if our general partner is removed under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

• the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;

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

• our 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 based on the fair market value of those interests at the time.

     In the event of removal of a general partner under circumstances where cause exists or withdrawal of a general partner where that withdrawal violates our partnership agreement, a successor general partner will have the option to purchase the general partner interest and incentive distribution rights of the departing general partner for a cash payment equal to the fair market value of those interests. Under all other circumstances where our general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner and its incentive distribution rights for the fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. If the departing general partner and the successor

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general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.

     If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner’s general partner interest and its incentive distribution rights will automatically convert into common units equal to the fair market value of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

     In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit.

Transfer of General Partner Interests and Incentive Distribution Rights

     Except for transfer by our general partner of all, but not less than all, of its general partner interest in us or its incentive distribution rights to:

• an affiliate of our general partner (other than an individual); or

• another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity,

Our general partner may not transfer all or any part of its general partner interest in us or its incentive distribution rights to another person prior to September 30, 2012 without the approval of the holders of at least a majority of the outstanding common units, excluding common units held by our general partner and its affiliates. In the case of a transfer by our general partner of its general partner interest in us, as a condition of this transfer, the transferee must, among other things, assume the rights and duties of our general partner, agree to be bound by the provisions of our partnership agreement, furnish an opinion of counsel regarding limited liability and tax matters, and agree to be bound by the provisions of our partnership agreement and the partnership agreement of our operating partnership.

     The general partner and its affiliates may at any time transfer units to one or more persons, without unitholder approval, except that they may not transfer subordinated units to us.

Transfer of Ownership Interests in General Partner

     At any time, the members of our general partner may sell or transfer all or part of their membership interests in our general partner to an affiliate without the approval of the unitholders.

Change of Management Provisions

     Our partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove Martin Midstream GP LLC as our general partner or otherwise change management. If any person or group other than our general partner and its affiliates acquires beneficial ownership of 20% or more of any class of units, that person or group loses voting rights on all of its units. The general partner has the discretion to increase, but not subsequently decrease, the ownership percentage at which voting rights are forfeited. This loss of voting rights does not apply to any person or group that acquires the units from our general partner or its affiliates and any transferees of that person or group approved by our general partner or to any person or group who acquires the units with the prior approval of the directors of our general partner.

     Our partnership agreement also provides that if our general partner is removed under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

• the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis;

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

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• our 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.

Limited Call Right

     If at any time our general partner and its affiliates own more than 80% of the then-issued and outstanding partnership securities of any class, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the remaining partnership securities of the class held by unaffiliated persons as of a record date to be selected by our general partner, on at least ten but not more than 60 days notice. Our general partner may exercise this right in its sole discretion. The purchase price in the event of this purchase will be the greater of:

• the highest cash price paid by either of our general partner or any of its affiliates for any partnership securities of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those partnership securities; and

• the current market price as of the date three days before the date the notice is mailed.

     As a result of our general partner’s right to purchase outstanding partnership securities, a holder of partnership securities may have his partnership securities purchased at an undesirable time or price. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of his common units in the market. Please read “Material Tax Considerations — Disposition of Common Units.”

Meetings and Voting

     Except as described below regarding a person or group owning 20% or more of any class of units then outstanding, unitholders or assignees who are record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited. Common units that are owned by an assignee who is a record holder, but who has not yet been admitted as a limited partner, will be voted by our general partner at the written direction of the record holder. Absent direction of this kind, the common units will not be voted, except that, in the case of common units held by our general partner on behalf of non-citizen assignees, our general partner will distribute the votes on those common units in the same ratios as the votes of limited partners on other units are cast.

     Our general partner does not anticipate that any meeting of unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or take that action at a meeting. Meetings of the unitholders may be called by our general partner or, subject to the provision described in the next paragraph, by unitholders owning at least 20% of the outstanding units of the class for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding units of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage.

     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. Please read “— Issuance of Additional Securities.” However, if at any time any person or group, other than our general partner and its affiliates, or a direct or subsequently approved transferee of our 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. Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise. Except as our partnership agreement otherwise provides, subordinated units will vote together with common units as a single class.

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     Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of common units under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

Status as Limited Partner or Assignee

     Except as described above under “— Limited Liability,” the common units will be fully paid and unitholders will not be required to make additional contributions.

     An assignee of a common unit, after executing and delivering a transfer application, but pending its admission as a substituted limited partner, is entitled to an interest equivalent to that of a limited partner for the right to share in allocations and distributions from us, including liquidating distributions. Our general partner will vote and exercise other powers attributable to common units owned by an assignee that has not become a substitute limited partner at the written direction of the assignee. Please read “— Meetings and Voting.” Transferees that do not execute and deliver a transfer application will not be treated as assignees or as record holders of common units, and will not receive cash distributions, federal income tax allocations or reports furnished to holders of common units. Please read “Description of the Common Units — Transfer of Common Units.”

Non-citizen Assignees; Redemption

     If we are or become subject to federal, state or local laws or regulations that, in the reasonable determination of our general partner, create either (i) a substantial risk of cancellation or forfeiture of any property in which we have an interest because of the nationality, citizenship or other related status of any limited partner or assignee, or (ii) a substantial risk that we or one or more of our subsidiaries or other entities in which we have at least a 25% equity interest will not be permitted to conduct business as a United States maritime company under the Jones Act and other United States federal statutes based on the status of any limited partner or assignee as a non-United States citizen, we may redeem the units held by any of these limited partners or assignees at the units’ current market price. In order to avoid any cancellation or forfeiture, our general partner may require each limited partner or assignee to furnish information about his nationality, citizenship or related status. If a limited partner or assignee fails to furnish information about his nationality, citizenship or other related status within 30 days after a request for the information or if our general partner determines after receipt of the information that the limited partner or assignee is not an eligible citizen, the limited partner or assignee may be treated as a non-citizen assignee. In addition to other limitations on the rights of an assignee that is not a substituted limited partner, a non-citizen assignee does not have the right to direct the voting of his units and may not receive distributions in kind upon our liquidation.

Indemnification

     Under our partnership agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

• our general partner;

• any departing general partner;

• any person who is or was an affiliate of a general partner or any departing general partner;

• any person who is or was a member, partner, officer, director, employee, agent or trustee of our general partner, any departing general partner, or any affiliate of a general partner or any departing general partner; or

• any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner, as an officer, director, manager, employee, member, partner, agent or trustee of another person.

     Any indemnification under these provisions will only be out of our assets. Our general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable us to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for

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our activities, regardless of whether we would have the power to indemnify the person against liabilities under our partnership agreement.

Books and Reports

     Our general partner is required to keep appropriate books of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For tax and fiscal reporting purposes, our fiscal year is the calendar year.

     We will furnish or make available to record holders of common units, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants. Except for our fourth quarter, we will also furnish or make available summary financial information within 90 days after the close of each quarter.

     We will furnish each record holder of a unit with information reasonably required for tax reporting purposes within 90 days after the close of each calendar year. This information is expected to be furnished in summary form so that some complex calculations normally required of partners can be avoided. Our ability to furnish this summary information to unitholders will depend on the cooperation of unitholders in supplying us with specific information. Every unitholder will receive information to assist him in determining his federal and state tax liability and filing his federal and state income tax returns, regardless of whether he supplies us with information.

Right to Inspect our Books and Records

     Our partnership agreement provides that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable demand and at his own expense, have furnished to him:

• a current list of the name and last known address of each partner;

• a copy of our tax returns;

• information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner;

• copies of the partnership agreement, the certificate of limited partnership of the partnership, related amendments and powers of attorney under which they have been executed;

• information regarding the status of our business and financial condition; and

• any other information regarding our affairs as is just and reasonable.

     Our general partner may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our general partner believes in good faith is not in our best interests or which we are required by law or by agreements with third parties to keep confidential.

Registration Rights

     Under our partnership agreement, we have agreed to register for resale under the Securities Act and applicable state securities laws any common units, subordinated units or other partnership securities proposed to be sold by our general partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights continue for two years following any withdrawal or removal of Martin Midstream GP LLC as our general partner. We are obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions.

MATERIAL TAX CONSIDERATIONS

     This section addresses all of the material tax consequences that may be relevant to prospective unitholders who are individual citizens or residents of the United States and, except as otherwise indicated, is the opinion of Baker Botts L.L.P., counsel to our general partner and us, insofar as it relates to legal conclusions with respect to

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matters of United States federal income tax law that are addressed in this section. This section is based upon current provisions of the Internal Revenue Code, existing regulations, proposed regulations to the extent noted and current administrative rulings and court decisions, all of which are subject to change. 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 Martin Midstream Partners and Martin Operating Partnership.

     No attempt has been made in this section to comment on all federal income tax matters affecting us or the unitholders. Moreover, this section 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 urge each prospective unitholder to consult, and depend on, his own tax advisor in analyzing the federal, state, local and foreign tax consequences particular to him of the ownership or disposition of common units.

     All statements of law and legal conclusions, but not statements of facts, contained in this section, except as otherwise indicated, are the opinions of Baker Botts L.L.P. Such opinions are based on the accuracy and completeness of facts described in this prospectus and representations made by us to Baker Botts L.L.P. Baker Botts L.L.P. has not undertaken any obligation to update its opinions discussed in this section after the date of this prospectus.

     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 expressed in this section may not be sustained by a court if challenged by the IRS. Any such challenge by 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 dispute with the IRS will be borne directly or indirectly by the unitholders and our 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, Baker Botts L.L.P. has not rendered an opinion with respect to the following specific federal income tax issues:

     (1) 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”);

     (2) 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”);

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

     (4) whether assignees of common units who fail to execute and deliver transfer applications will be treated as partners for federal income tax purposes (please read “— Limited Partner Status”).

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 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 by a partnership to a partner are generally not taxable unless the amount of cash distributed is in excess of the partner’s adjusted basis in his partnership interest.

     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 marketing, transportation,

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storage and processing of crude oil, natural gas and products thereof (including sales of propane to retail customers or end users), and certain other “natural resources” and products, including sulfur, sulfur products and fertilizer. Other types of qualifying income include interest other than from a financial business, dividends, real property rents, 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, as of the date of this prospectus, less than 7% of our gross income is not qualifying income. In reliance upon facts provided by Martin Resource Management, us and our general partner concerning the sources and amounts of gross income attributable to our businesses for the current calendar year through the month-end prior to the date of this prospectus, together with the representation that the composition of such gross income remained materially unchanged through the date of this prospectus, and based on applicable legal authority, Baker Botts L.L.P. is of the opinion that at least 90% of our gross income as of the date of this prospectus constitutes qualifying income.

     No ruling has been or will be sought from the IRS and the IRS has made no determination of our status as a partnership for federal income tax purposes, the status of the operating partnership for federal income tax purposes or whether our operations generate “qualifying income” under Section 7704 of the Internal Revenue Code. Instead, we will rely on the opinion of Baker Botts L.L.P., based upon the Internal Revenue Code, Treasury Regulations, published revenue rulings and court decisions and the representations and assumptions described below, that as of the date of this prospectus Martin Midstream Partners L.P. will be classified as a partnership and our operating partnership will be disregarded as an entity separate from Martin Midstream Partners L.P. for federal income tax purposes.

     In rendering its opinion, Baker Botts L.L.P. has relied on certain assumptions, and on factual representations made by us and our general partner. Such assumptions and representations are:

• Neither we nor our operating partnership has elected or will elect to be treated as a corporation; and

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

     We intend to monitor our income on a continuing basis and to manage our operations in subsequent taxable years with the objective to assure, although we cannot completely assure, that the ratio of our qualifying income to our total gross income will remain at 90% or above for each such taxable year.

     If we fail to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that 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 we were 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 tax return rather than being passed through to the unitholders, and our net income would be taxed at corporate rates. In addition, any distribution made to a unitholder would be treated as either taxable dividend income, to the extent of our 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 Baker Botts L.L.P.’s opinion that Martin Midstream Partners will be classified as a partnership and our operating partnership will be disregarded as an entity separate from Martin Midstream Partners for federal income tax purposes.

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Limited Partner Status

     Unitholders who have become limited partners of Martin Midstream Partners will be treated as partners of Martin Midstream Partners for federal income tax purposes. Also:

• assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners; and

• 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,

will be treated as partners of Martin Midstream Partners for federal income tax purposes. Because there is no direct authority dealing with the status of 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 is unable to opine that such persons are partners for federal income tax purposes. If not partners, such persons will not be eligible for the federal income tax treatment described in this discussion. 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 are urged to consult their own tax advisors with respect to their status as partners in Martin Midstream 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 share of our income, gains, losses and deductions without regard to whether cash distributions are received by him. Consequently, we may allocate income to a unitholder even if he has not received a cash distribution from us. 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.” 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. Please read “— Limitations on Deductibility of Losses.”

     Any reduction in a unitholder’s share of our liabilities for which no partner, including our general partner, bears the economic risk of loss, known as “nonrecourse liabilities,” will be treated as a distribution of cash to that unitholder. 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 the 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 will generally result in the unitholder’s realization of ordinary income, which 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.

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     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 that is recourse to our 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 common units and, in the case of an individual unitholder or a corporate unitholder, 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 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 common 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. Similarly, a unitholder’s share of our net income may be offset by our 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. 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.

     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.” Investment interest expense includes:

• interest on indebtedness properly allocable to property held for investment;

• our interest expense attributed to portfolio income; and

• 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.

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     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. 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.

     Entity-Level Collections. If we are required or elect under applicable law to pay any federal, state, local or foreign income tax on behalf of any unitholder or our 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 unitholder 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 our 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 our 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 unitholder in which event the unitholder 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 our 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 our 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 our general partner and the unitholders in accordance with their percentage interests in us to the extent of their positive capital accounts and, second, to our 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 property contributed or deemed contributed to us, referred to in this discussion as “Contributed Property.” The effect of these allocations to a unitholder purchasing common units in this offering essentially will be the same as if the tax basis of our assets were equal to their fair market value at the time of this offering. In addition, items of recapture income will be allocated to the extent possible to the unitholder 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.

     Baker Botts L.L.P. is of the opinion that, with the exception of the issues described in “— 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:

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

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

• all of these distributions would appear to be ordinary income.

     Baker Botts 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 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.”

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     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 ($87,500 in the case of married individuals filing separately) of alternative minimum taxable income in excess of the exemption amount and 28% on any additional alternative minimum taxable income. Prospective unitholders are urged to 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 35% and the maximum United States federal income tax rate for net capital gains of an individual for 2003 is 15% if the asset disposed of was held for more than 12 months at the time of disposition.

     Section 754 Election. We made the election permitted by Section 754 of the Internal Revenue Code. That election is irrevocable without the consent of the IRS. The election generally permits 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, 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. In addition, the holder of a common unit (other than a common unit that is sold in this offering) may be entitled by reason of a Section 743(b) adjustment to amortization deductions in respect of property to which the traditional method of eliminating differences in “book” and tax basis applies. It would not be possible to maintain uniformity of units if this requirement were literally followed; therefore under our partnership agreement, our 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 “— Tax Treatment of Operations” and “ — Uniformity of Units.”

     Although Baker Botts 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 of the Internal Revenue Code but is arguably inconsistent with Treasury Regulation Section 1.167(c)-l(a)(6). Although Treasury Regulation Section 1.167(c)-1(a)(6) is not expected to directly apply to a material portion of our assets, if we determine that our 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. 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. In addition, if purchasers of common units (other than those that are sold in this offering) are entitled to different treatment in respect of property as to which we are using the traditional method of eliminating differences in “book” and tax basis, we may also take a position that results in lower annual deductions to some or all of our unitholders than might otherwise be available. 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.” Please read “— Tax Treatment of Operations” and “— 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

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transferee would have a higher tax basis in his share of our assets for purposes of computing, among other items, his depreciation and depletion deductions and his share of any gain or loss on a sale of our assets. 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 allocated by us 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 is 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 this offering will be borne by our general partner, its affiliates and our other unitholders as of that time. Please read” — Tax Consequences of Unit Ownership — 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 may be amortized by us, and as syndication expenses, which may not be amortized by us. The underwriting discounts and commissions we incur will be treated as a 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

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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 received by him 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 15%. However, a portion of this gain or loss, which will likely be substantial, 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. Capital losses 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 gains 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 under Section 1223 of the Internal Revenue Code 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 is urged to consult his tax advisor as to the possible consequences of this ruling and application of the 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 short sale;

• an offsetting notional principal contract; or

• a futures or forward contract with respect to the partnership interest or substantially identical property.

     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

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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, which we refer to in this prospectus as 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.

     It is uncertain, due to the absence of interpretative authority, whether this method conforms to the requirements of applicable Treasury Regulations. Accordingly, Baker Botts L.L.P. is unable to opine on the validity of this method of allocating income and deductions between unitholders. If this method is disallowed 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 person who purchases units from a unitholder is required to notify us in writing of that purchase within 30 days after 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.

     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.”

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 that is a tax-exempt organization will be unrelated business taxable income and will be taxable to them.

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     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. Moreover, under rules applicable to publicly traded partnerships, we will withhold at the highest applicable tax rate 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 5% or less 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 Baker Botts L.L.P., we will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each unitholder’s 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 Baker Botts L.L.P. 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 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. Our partnership agreement names Martin Midstream GP LLC as our Tax Matters Partner.

     The Tax Matters Partner has made and 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% interest in profits 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

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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:

     (1) a person that is not a United States person;

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

     (3) a tax-exempt entity;

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

     (d) 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. It is arguable that we are not subject to the registration requirement on the basis that we may 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 are not be subject to tax shelter registration and in light of the substantial penalties that might be imposed if registration is required and not undertaken. Our tax shelter registration number is 02318000009.

   Issuance of this tax shelter 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.

     Recently issued Treasury Regulations require taxpayers to report certain information on Internal Revenue Service Form 8886 if they participate in a “reportable transaction.” You may be required to file this form with the Internal Revenue Service if we participate in a “reportable transaction.” A transaction may be a reportable transaction based upon any of several factors. You are urged to consult with your own tax advisor concerning the application of any of these factors to your investment in our common units. Congress is considering legislative proposals that, if enacted, would impose significant penalties for failure to comply with these disclosure requirements. The Treasury Regulations also impose obligations on “material advisors” that organize, manage or sell interests in registered “tax shelters.” As described in this prospectus, we have registered as a tax shelter, and,

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thus one of our material advisors will be required to maintain a list with specific information, including your name and tax identification number, and to furnish this information to the Internal Revenue Service upon request. You are urged to consult with your own tax advisor concerning any possible disclosure obligation with respect to your investment and should be aware that we and our material advisors intend to comply with the list and disclosure requirements.

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:

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

     (2) 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, Foreign and Other Tax Considerations

     In addition to federal income taxes, you will be subject to other taxes, including state, local and foreign 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. Although an analysis of those various taxes is not presented here, each prospective unitholder is urged to consider their potential impact on his investment in us. We will initially own property or do business in Alabama, Arizona, Arkansas, Georgia, Florida, Illinois, Louisiana, Mississippi, Texas and Utah. We may also own property or do business in other states or foreign jurisdictions in the future. Although you may not be required to file a return and pay taxes in some jurisdictions because your income from that jurisdiction falls below the filing and payment requirements, you will be required to file income tax returns and to pay income taxes in many of these jurisdictions in which we do business or own property and may be subject to penalties for failure to comply with those requirements.

     In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and may not be available to offset income in subsequent taxable years. Some of the jurisdictions 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 jurisdiction. Withholding, the amount of which may be greater or less than a particular unitholder’s income tax liability to the jurisdiction, 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, our general partner anticipates that any amounts required to be withheld will not be material.

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

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INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS

     An equity investment in us by an employee benefit plan is subject to 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. For these purposes, the term “employee benefit plan” includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans established or maintained by an employer or employee organization and IRAs. Among other things, consideration should be given to:

     (a) whether the investment is prudent under Section 404(a)(1)(B) of ERISA;

     (b) whether in making the investment, the employee benefit plan will satisfy the diversification requirements of Section 404(a)(l)(C) of ERISA; and

     (c) whether the investment will result in recognition of unrelated business taxable income by the employee benefit plan and, if so, the potential after-tax investment return.

     The person with investment discretion with respect to the assets of an employee benefit plan, often called a fiduciary, should determine whether an investment in us is authorized by the appropriate governing instruments and is a proper investment for the employee benefit plan.

     Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit employee benefit plans from engaging in specified 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 employee benefit plan.

     In addition to considering whether the purchase of common units is a prohibited transaction, a fiduciary of an employee benefit plan should consider whether the 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 the 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 has issued a regulation (the “Plan Assets Regulation”) that provides guidance with respect to whether the assets of an entity in which employee benefit plans acquire equity interests would be deemed “plan assets” under some circumstances. Under the Plan Assets Regulation, an entity’s assets would not be considered to be “plan assets” if, among other things:

     (a) the equity interests acquired by employee benefit plans are publicly offered securities; i.e., the equity interests are held by 100 or more investors independent of the issuer and each other, freely transferable and registered under certain provisions of the federal securities laws;

     (b) the entity is an “operating company,” 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) equity investment in the entity by benefit plan investors is not significant, which means that less than 25% of the value of each class of equity interest, disregarding interests held by the issuer, its affiliates, and some other persons, is held by employee benefit plans and certain other plans not subject to ERISA, including governmental plans.

     Our assets should not be considered “plan assets” under the Plan Assets Regulation because it is expected that the common units will constitute publicly-offered securities, within the meaning of (a) immediately above.

     Plan fiduciaries contemplating a purchase of common 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.

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PLAN OF DISTRIBUTION

     We may sell the securities being offered hereby directly to purchasers, through agents, through underwriters or 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 (the “Securities Act”). 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 or such specific plan of distribution may be set forth in the related prospectus supplement. 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 MATTERS

     The validity of the securities offered in this prospectus will be passed upon for us by Baker Botts L.L.P. If certain legal matters in connection with an offering of the securities made by this prospectus and a related prospectus supplement are passed on by counsel for the underwriters of such offering, that counsel will be named in the applicable prospectus supplement related to that offering.

EXPERTS

     The following financial statements have been incorporated in this prospectus by reference in reliance upon the reports of KPMG LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing: (i) the consolidated and combined financial statements, respectively, of Martin Midstream Partners and subsidiaries and Martin Midstream Partners Predecessor as of December 31, 2003 and 2002, and for the year ended December 31, 2003, for the period from November 6, 2002 through December 31, 2002, for the period from January 1, 2002 through November 5, 2002 and for the year ended December 31, 2001, (ii) the financial statements of CF Martin Sulphur, L.P. as of December 31, 2003 and 2002, and for the years ended December 31, 2003, 2002 and 2001, (iii) the balance sheet of Martin Midstream GP LLC as of December 31, 2003, and (iv) the statement of revenues and direct operating expenses of Certain Assets of Tesoro Marine Services, L.L.C. for the year ended December 31, 2002.

     The audit reports covering the December 31, 2002 financial statements of Martin Midstream Partners and Martin Midstream Partners Predecessor and CF Martin Sulphur, L.P. refer to a change in the method of accounting for goodwill and other intangible assets.

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     The audit report covering the statement of revenue and direct expenses of Certain Assets of Tesoro Marine Services, L.L.C. for the year ended December 31, 2002 includes an explanatory paragraph emphasizing that the statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the revenues and direct operating expenses of the assets, as defined in the purchase agreement between Tesoro Marine Services, L.L.C. and Martin Midstream Partners and Martin Operating Partnership dated October 27, 2003.

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, we file 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 www.sec.gov. We also make available free of charge on our website, at www.martinmidstream.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, Section 16 reports and amendments to these reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

INCORPORATION BY REFERENCE

     The SEC allows us to “incorporate by reference” into this prospectus the information we have 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 we file 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:

• our annual report on Form 10-K for the year ended December 31, 2003 filed with the SEC on March 23, 2004;

• our quarterly report on Form 10-Q for the quarter ended March 31, 2004 filed with the SEC on May 13, 2004;

• our current report on Form 8-K/A filed January 23, 2004, our current reports on Form 8-K filed on February 18, 2004 (excluding any portions thereof that are deemed to be furnished and not filed), June 2, 2004 (excluding any portions thereof that are deemed to be furnished and not filed) and June 30, 2004 (excluding any portions thereof that are deemed to be furnished and not filed) and our current report on Form 8-K/A filed on June 30, 2004;

• the description of our common units in our registration statement on Form 8-A (File No. 1-02801862) filed pursuant to the Securities Exchange Act of 1934 on October 29, 2002; and

• all documents filed by us under Sections 13(a), 13(c), 14 or l5(d) of the Securities Exchange Act of 1934 between the date of this prospectus and the termination of the registration statement (excluding any portions thereof that are deemed to be furnished and not filed).

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

Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Attention: Robert D. Bondurant
Telephone: (903) 983-6200

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APPENDIX A

GLOSSARY OF TERMS

     adjusted operating surplus: For any period, operating surplus generated during that period is adjusted to:

     (a) decrease operating surplus by:

     (1) any net increase in working capital borrowings during that period; and

     (2) any net reduction in cash reserves for operating expenditures during that period not relating to an operating expenditure made during that period; and

     (b) increase operating surplus by:

     (1) any net decrease in working capital borrowings during that period; and

     (2) any net increase in cash reserves for operating expenditures during that period required by any debt instrument for the repayment of principal, interest or premium.

Adjusted operating surplus does not include that portion of operating surplus included in clause (a) (1) or the definition of operating surplus.

     available cash: For any quarter ending prior to liquidation:

     (a) the sum of:

     (1) all cash and cash equivalents of Martin Midstream Partners L.P. and its subsidiaries, or in the case of Martin Operating Partnership L.P., all cash and cash equivalents of Martin Operating Partnership L.P., on hand at the end of that quarter; and

     (2) all additional cash and cash equivalents of Martin Midstream Partners L.P. and its subsidiaries, or in the case of Martin Operating Partnership L.P., all cash and cash equivalents of Martin Operating Partnership L.P., on hand on the date of determination of available cash for that quarter resulting from working capital borrowings made after the end of that quarter;

     (b) less the amount of cash reserves that is necessary or appropriate in the reasonable discretion of our general partner to:

     (1) provide for the proper conduct of the business of Martin Midstream Partners L.P. and its subsidiaries, or in the case of Martin Operating Partnership L.P., the proper conduct of the business of Martin Operating Partnership L.P., (including reserves for future capital expenditures and for future credit needs of Martin Midstream Partners L.P. and its subsidiaries, or in the case of Martin Operating Partnership L.P., future capital expenditures and future credit needs of Martin Operating Partnership L.P.) after that quarter;

     (2) comply with applicable law or any debt instrument or other agreement or obligation to which Martin Midstream Partners L.P. or any of its subsidiaries is a party or its assets are subject; and

     (3) provide funds for minimum quarterly distributions and cumulative common unit arrearages for any one or more of the next four quarters;

provided, however, that our general partner may not establish cash reserves for distributions to the subordinated units unless our general partner has determined that in its judgment the establishment of reserves will not prevent Martin Midstream Partners L.P. from distributing the minimum quarterly distribution on all common units and any cumulative common unit arrearages thereon for the next four quarters; and

provided, further, that disbursements made by Martin Midstream Partners L.P. or any of its subsidiaries or cash reserves established, increased or reduced after the end of that quarter but on or before the date of determination of available cash for that quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining available cash, within that quarter if our general partner so determines.

     capital account: The capital account maintained for a partner under our partnership agreement. The capital account of a partner for a common unit, a subordinated unit, an incentive distribution right or any other partnership interest will be the amount which that capital account would be if that common unit, subordinated unit, incentive distribution right or other partnership interest were the only interest in us held by a partner.

A- 1

     capital surplus: All available cash distributed by Martin Midstream Partners L.P. from any source will be treated as distributed from operating surplus until the sum of all available cash distributed since the closing of Martin Midstream Partners L.P.’s initial public offering equals the operating surplus as of the end of the quarter before that distribution. Any excess available cash will be deemed to be capital surplus.

     closing price: The last sale price on a day, regular way, or in case no sale takes place on that day, the average of the closing bid and asked prices on that day, regular way. In either case, as reported in the principal consolidated transaction reporting system for securities listed or admitted to trading on the principal national securities exchange on which the units of that class are listed or admitted to trading. If the units of that class are not listed or admitted to trading on any national securities exchange, the last quoted price on that day. If no quoted price exists, the average of the high bid and low asked prices on that day in the over-the-counter market, as reported by the Nasdaq National Market or any other system then in use. If on any day the units of that class are not quoted by any organization of that type, the average of the closing bid and asked prices on that day as furnished by a professional market maker making a market in the units of the class selected by Martin Midstream GP LLC. If on that day no market maker is making a market in the units of that class, the fair value of the units on that day as determined reasonably and in good faith by Martin Midstream GP LLC.

     common unit arrearage: The amount by which the minimum quarterly distribution for a quarter during the subordination period exceeds the distribution of available cash from operating surplus actually made for that quarter on a common unit, cumulative for that quarter and all prior quarters during the subordination period.

     current market price: For any class of units listed or admitted to trading on any national securities exchange as of any date, the average of the daily closing prices for the 20 consecutive trading days immediately prior to that date.

     incentive distribution right: A non-voting limited partner partnership interest issued to Martin Midstream GP LLC in connection with the transfer of interests in Martin Operating Partnership L.P. to Martin Midstream Partners L.P. under Martin Midstream Partners L.P.’s partnership agreement. The partnership interest will confer upon its holder only the rights and obligations specifically provided in Martin Midstream Partners L.P.’s partnership agreement for incentive distribution rights.

     incentive distributions: The distributions of available cash from operating surplus initially made to Martin Midstream GP LLC that are in excess of Martin Midstream GP LLC’s aggregate 2% general partner interest.

     interim capital transactions: The following transactions if they occur prior to liquidation:

     (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than for working capital borrowings and other than for items purchased on open account in the ordinary course of business) by Martin Midstream Partners L.P. or any of its subsidiaries;

     (b) sales of equity interests by Martin Midstream Partners L.P. or any of its subsidiaries;

     (c) sales or other voluntary or involuntary dispositions of any assets of Martin Midstream Partners L.P. or any of its subsidiaries (other than sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and sales or other dispositions of assets as a part of normal retirements or replacements).

     operating expenditures: All expenditures of Martin Midstream Partners L.P. and its subsidiaries, including, but not limited to, taxes, reimbursements of Martin Midstream GP LLC, repayment of working capital borrowings, debt service payments and capital expenditures, subject to the following:

     (a) Payments (including prepayments) of principal of and premium on indebtedness, other than working capital borrowings will not constitute operating expenditures.

     (b) Operating expenditures will not include:

     (1) capital expenditures made for acquisitions or for capital improvements;

     (2) payment of transaction expenses relating to interim capital transactions; or

     (3) distributions to partners.

A- 2

     operating surplus: For any period prior to liquidation, on a cumulative basis and without duplication:

     (a) the sum of

     (1) $8.5 million plus all the cash of Martin Midstream Partners L.P. and its subsidiaries on hand as of the closing date of its initial public offering;

     (2) all cash receipts of Martin Midstream Partners L.P. and its subsidiaries for the period beginning on the closing date of its initial public offering and ending with the last day of that period, other than cash receipts from interim capital transactions; and

     (3) all cash receipts of Martin Midstream Partners L.P. and its subsidiaries after the end of that period but on or before the date of determination of operating surplus for the period resulting from working capital borrowings; less

     (b) the sum of:

     (1) operating expenditures for the period beginning on the closing date of Martin Midstream Partners L.P.’s initial public offering and ending with the last day of that period; and

     (2) the amount of cash reserves that is necessary or advisable in the reasonable discretion of Martin Midstream GP LLC to provide funds for future operating expenditures; provided however, that disbursements made or cash reserves established, increased or reduced after the end of that period but on or before the date of determination of available cash for that period shall be deemed to have been made, established, increased or reduced for purposes of determining operating surplus, within that period if Martin Midstream GP LLC so determines.

     subordination period: The subordination period will generally extend from the closing of Martin Midstream Partners L.P.’s initial public offering until the first to occur of:

     (a) the first day of any quarter beginning after September 30, 2009 for which:

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

     (2) 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 distribution on all of the common units and subordinated units that were outstanding during those periods on a fully-diluted basis, and the related distribution on the general partner interest in Martin Midstream Partners L.P. and our operating partnership; and

     (3) there are no outstanding cumulative common units arrearages.

     (b) the date on which Martin Midstream GP LLC is removed as general partner of Martin Midstream Partners L.P. upon the requisite vote by the limited partners under circumstances where cause does not exist and units held by Martin Midstream GP LLC and its affiliates are not voted in favor of the removal.

     unit majority: When a matter must be approved by a unit majority, as the term is used in this prospectus, such matter must be approved as follows:

     (a) during the subordination period, the approval of a majority of the outstanding common units, excluding those common units held by Martin Midstream GP LLC and its affiliates, and a majority of the outstanding subordinated units, voting as separate classes; and

     (b) after the subordination period, the approval of a majority of the outstanding common units.

     working capital borrowings: Borrowings exclusively for working capital purposes made under a revolving credit facility or other arrangement requiring all borrowings thereunder to be reduced to a relatively small amount each year for an economically meaningful period of time.

A- 3

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	$	25,340
NASD filing fee	$	20,500
Legal fees and expenses	$	150,000
Accounting fees and expenses	$	50,000
Printing and engraving expenses	$	75,000
Trustee’s fees and expenses	$	15,000
Miscellaneous	$	10,000
Total	$	345,840

Item 15. Indemnification of Directors and Officers

     The section of the prospectus entitled “The Partnership Agreement—Indemnification” is incorporated herein by this reference. Subject to any terms, conditions or restrictions set forth in the Partnership Agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

     The partnership agreement of Martin Operating Partnership provides that it will, to the fullest extent permitted by law, indemnify and advance expenses to indemnitees (as defined therein) 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 an indemnitee, 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 operating company. This indemnification would under certain circumstances include indemnification for liabilities under the Securities Act. In addition, each indemnitee would automatically 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 operating company.

     Martin Midstream Partners and Martin Operating Partnership, and their respective general partners, are authorized to purchase (or to reimburse the general partner for the costs of) insurance against liabilities asserted against and expenses incurred by the persons described in the paragraphs 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 paragraphs above. The general partner of Martin Midstream Partners has purchased insurance, the cost of which is reimbursed by Martin Midstream Partners, 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 including the operating company and the subsidiary guarantors.

     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 general partner, including liabilities under the Securities Act.

II- 1

Item 16. Exhibits and Financial Statement Schedules

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

Exhibit
Number	Description
1.1*	Form of Underwriting Agreement.
3.1	Certificate of Limited Partnership of Martin Midstream Partners L.P., dated June 21, 2002 (filed as Exhibit 3.1 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.2	First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 6, 2002 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference).
3.3	Certificate of Limited Partnership of Martin Operating Partnership L.P., dated June 21, 2002 (filed as Exhibit 3.3 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.4	Amended and Restated Agreement of Limited Partnership of Martin Operating Partnership L.P., dated November 6, 2002 (filed as Exhibit 3.2 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference).
3.5	Certificate of Formation of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.5 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.6	Limited Liability Company Agreement of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.6 to the Partnership’s Registration Statement on Form S-1 (Red. No. 33-91706), filed July 1, 2002, and incorporated herein by reference).
3.7	Certificate of Formation of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.7 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.8	Limited Liability Company Agreement of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.8 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
4.1	Specimen Unit Certificate for Common Units (contained in Exhibit 3.2)
4.2	Specimen Unit Certificate for Subordinated Units (filed as Exhibit 4.2 to Amendment No. 4 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed October 25, 2002, and incorporated herein by reference).
4.3**	Form of Senior Indenture of Martin Midstream Partners L.P.
4.4**	Form of Subordinated Indenture of Martin Midstream Partners L.P.
4.5**	Form of Senior Indenture of Martin Operating Partnership L.P.
4.6**	Form of Subordinated Indenture of Martin Operating Partnership L.P.
5.1**	Opinion of Baker Botts LLP as to the legality of the securities registered hereby.
8.1**	Opinion of Baker Botts LLP as to tax matters.
12.1**	Computation of ratio of earnings to fixed charges.
23.1**	Consent of Baker Botts LLP. (included in Exhibits 5.1 and 8.1).
23.2**	Consent of KPMG LLP
23.3**	Consent of KPMG LLP
23.4**	Consent of KPMG LLP
23.5**	Consent of KPMG LLP
24.1**	Power of Attorney (contained on signature page).
25.1*	Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Midstream Partners L.P.
25.2*	Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Midstream Partners L.P.
25.3*	Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Operating Partnership L.P.
25.4*	Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Operating Partnership L.P.

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

II- 2

    (b) Financial Statement Schedules

     All schedules for which provision is made in the applicable accounting regulations 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.

    (c) Reports, Opinions, and Appraisals

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

Item 17. Undertakings

     I. Each of the undersigned registrants hereby undertakes:

     (1) 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 of 1933;

     (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, represent 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 (a) and (b) above 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 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

     (3) 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. Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15 (d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15 (d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the provisions described in Item 15 above, 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 of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of

II- 3

expenses incurred or paid by a director, officer or controlling person of 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, each 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 of 1933 and will be governed by the final adjudication of such issue.

     IV. Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

II- 4

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 Kilgore, State of Texas, on June 30, 2004.

MARTIN MIDSTREAM PARTNERS L.P.
By:	Martin Midstream GP LLC
	Its General Partner

By:	/s/ Ruben S. Martin
	Name:	Ruben S. Martin
	Title:	President and Chief Executive Officer

MARTIN OPERATING PARTNERSHIP L.P.
By:	Martin Operating GP LLC
	Its General Partner

By:	Martin Midstream Partners L.P.
	Its Sole Member

By:	Martin Midstream GP LLC
	Its General Partner

By:	/s/ Ruben S. Martin
	Name:	Ruben S. Martin
	Title:	President and Chief Executive Officer

     Each person whose signature appears below appoints Ruben S. Martin and Robert D. Bondurant, 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/ Ruben S. Martin Ruben S. Martin	Chief Executive Officer, President and Director (Principal Executive Officer)	June 30, 2004
/s/ Robert D. Bondurant Robert D. Bondurant	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 30, 2004
/s/ Wesley M. Skelton Wesley M. Skelton	Executive Vice President, Chief Administrative Officer and Controller (Principal Accounting Officer)	June 30, 2004

II- 5

Signature	Title	Date
/s/ Scott A. Martin Scott D. Martin	Director	June 30, 2004
/s/ John P. Gaylord John P. Gaylord	Director	June 30, 2004
/s/ C. Scott Massey C. Scott Massey	Director	June 30, 2004
/s/ Richard D. Waters, Jr. Richard D. Waters Jr.	Director	June 30, 2004

II- 6

INDEX TO EXHIBITS

Exhibit
Number	Description
1.1*	Form of Underwriting Agreement.
3.1	Certificate of Limited Partnership of Martin Midstream Partners L.P., dated June 21, 2002 (filed as Exhibit 3.1 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.2	First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 6, 2002 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference).
3.3	Certificate of Limited Partnership of Martin Operating Partnership L.P., dated June 21, 2002 (filed as Exhibit 3.3 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.4	Amended and Restated Agreement of Limited Partnership of Martin Operating Partnership L.P., dated November 6, 2002 (filed as Exhibit 3.2 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference).
3.5	Certificate of Formation of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.5 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.6	Limited Liability Company Agreement of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.6 to the Partnership’s Registration Statement on Form S-1 (Red. No. 33-91706), filed July 1, 2002, and incorporated herein by reference).
3.7	Certificate of Formation of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.7 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
3.8	Limited Liability Company Agreement of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.8 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).
4.1	Specimen Unit Certificate for Common Units (contained in Exhibit 3.2)
4.2	Specimen Unit Certificate for Subordinated Units (filed as Exhibit 4.2 to Amendment No. 4 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed October 25, 2002, and incorporated herein by reference).
4.3**	Form of Senior Indenture of Martin Midstream Partners L.P.
4.4**	Form of Subordinated Indenture of Martin Midstream Partners L.P.
4.5**	Form of Senior Indenture of Martin Operating Partnership L.P.
4.6**	Form of Subordinated Indenture of Martin Operating Partnership L.P.
5.1**	Opinion of Baker Botts LLP as to the legality of the securities registered hereby.
8.1**	Opinion of Baker Botts LLP as to tax matters.
12.1**	Computation of ratio of earnings to fixed charges.
23.1**	Consent of Baker Botts LLP. (included in Exhibits 5.1 and 8.1).
23.2**	Consent of KPMG LLP
23.3**	Consent of KPMG LLP
23.4**	Consent of KPMG LLP
23.5**	Consent of KPMG LLP
24.1**	Power of Attorney (contained on signature page).
25.1*	Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Midstream Partners L.P.
25.2*	Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Midstream Partners L.P.
25.3*	Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Operating Partnership L.P.
25.4*	Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Operating Partnership L.P.

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

II- 7

EX-4.3

                                                                     EXHIBIT 4.3

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

                         MARTIN MIDSTREAM PARTNERS L.P.

                                                                       as Issuer

                                      and

                                   [       ]

                                                                      as Trustee

                        _________________________________

                                    Indenture

                       Dated as of _________________, 2004

                        _________________________________

                                 Debt Securities

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



                         MARTIN MIDSTREAM PARTNERS L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                 AND INDENTURE, DATED AS OF _____________, 2004



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


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

                                        i



                                TABLE OF CONTENTS



                                                                                                                   PAGE
                                                                                                                   ----
                                                                                                                
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................    1

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

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

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

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

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


                                       ii



                                                                                                                 
ARTICLE IV COVENANTS ............................................................................................   23

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

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

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

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

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

ARTICLE VII TRUSTEE                                                                                                 33

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

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

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



                                       iii



                                                                                                                 
ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................   44

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

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

     SECTION 10.01         Guarantee.............................................................................   48
     SECTION 10.02         Execution and Delivery of Guarantee...................................................   50
     SECTION 10.03         Limitation on Liability of the Guarantor..............................................   50
     SECTION 10.04         Release of Guarantor from Guarantee...................................................   51

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

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



                                       iv



            INDENTURE dated as of _____________, 2004 among Martin Midstream
Partners L.P., a Delaware limited partnership (the "Partnership"), and [ ], a
___________, as trustee (the "Trustee").

            The Partnership and the Guarantor (if and to the extent that,
pursuant to Sections 2.01 and 10.01, the Securities are to be guaranteed by the
Guarantor) have duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of the Partnership's debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more
series unlimited as to principal amount (herein called the "Securities"), and
the Guarantee by the Guarantor of the Securities, as in this Indenture provided.

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

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

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

            "Agent" means any Registrar or Paying Agent.

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

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

                                        1


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

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

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

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

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

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

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

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

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

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

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

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

                                        2


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

            "Guarantor" means the Person named as the "Guarantor" in the first
paragraph, if any, 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 or Persons who may execute this
Indenture, or a supplement thereto, for the purpose of providing a Guarantee of
Securities pursuant to this Indenture.

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

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

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

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

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

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

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

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

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

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

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

                                       3


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

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

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

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

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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

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

                                        4


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

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

            "Subsidiary" of any Person means:

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

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

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

            "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

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

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

                                        5


SECTION 1.02 Other Definitions.



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


SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04 Rules of Construction.

            Unless the context otherwise requires:

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

                                        6


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

            (3)   "or" is not exclusive;

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

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

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

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

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

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

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

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

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

                                        7


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

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

            (4)   whether the Securities of the series are to be entitled to the
      guarantee of the Guarantor as provided in Article X hereof; it being
      understood that in the absence of an express designation in the
      resolutions or the supplemental indenture establishing such series, no
      such guarantee shall be applicable to such series notwithstanding anything
      to the contrary set forth herein;

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

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

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

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

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

                                        8


            (10)  the obligation, if any, of the Partnership to redeem, purchase
      or repay Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of a Holder thereof and the period
      or periods within which, the price or prices (whether denominated in cash,
      securities or otherwise) at which and the terms and conditions upon which
      Securities of the series shall be redeemed, purchased or repaid in whole
      or in part pursuant to such obligation;

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

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

            (13)  if the principal of, premium (if any) or interest on or any
      Additional Amounts with respect to the Securities of the series are to be
      payable, at the election of the Partnership or a Holder thereof, in a
      currency or currencies (including composite currencies) other than that in
      which the Securities are stated to be payable, the currency or currencies
      (including composite currencies) in which payment of the principal of,
      premium (if any) and interest on and any Additional Amounts with respect
      to Securities of such series as to which such election is made shall be
      payable, and the periods within which and the terms and conditions upon
      which such election is to be made;

            (14)  if the amount of payments of principal of, premium (if any)
      and interest on and any Additional Amounts with respect to the Securities
      of the series may be determined with reference to any commodities,
      currencies or indices, values, rates or prices or any other index or
      formula, the manner in which such amounts shall be determined;

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

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

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

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

                                        9


            (19)  if the Securities of the series are to be convertible into or
      exchangeable for common units, other debt securities (including
      Securities), warrants, other equity securities or any other securities or
      property of the Partnership, the Guarantor or any other Person, at the
      option of the Partnership or the Holder or upon the occurrence of any
      condition or event, the terms and conditions for such conversion or
      exchange;

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

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

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

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

SECTION 2.02 Denominations.

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

SECTION 2.03 Forms Generally.

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

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

                                       10


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

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

                                        [                ], as Trustee

                                        By: ____________________________________
                                                 Authorized Signatory".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

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

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

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

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

                                       11


            If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order
referred to above and the other documents required by Section 11.04), and
(subject to Section 7.01) shall be fully protected in relying upon:

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

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

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

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

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

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

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

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

            Each Security shall be dated the date of its authentication.

                                       12


SECTION 2.05 Registrar and Paying Agent.

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

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

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

SECTION 2.06 Paying Agent to Hold Money in Trust.

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

SECTION 2.07 Holder Lists.

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

                                       13


SECTION 2.08 Transfer and Exchange.

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

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

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

SECTION 2.09 Replacement Securities.

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

            Every replacement Security is an additional obligation of the
Partnership.

                                       14


SECTION 2.10 Outstanding Securities.

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

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

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

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

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

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

SECTION 2.12 Temporary Securities.

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

                                       15


SECTION 2.13 Cancellation.

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

SECTION 2.14 Payments; Defaulted Interest.

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

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

SECTION 2.15 Persons Deemed Owners.

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

                                       16


SECTION 2.16 Computation of Interest.

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

SECTION 2.17 Global Securities; Book-Entry Provisions.

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

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

                                       17


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

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

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

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

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

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

                                       18


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

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

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

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

SECTION 3.02 Notice to the Trustee.

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

SECTION 3.03 Selection of Securities To Be Redeemed.

            If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem fair
and appropriate and that may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of Global Securities of
such series.

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

                                       19


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

SECTION 3.04 Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

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

            (1)   the Redemption Date;

            (2)   the Redemption Price;

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

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

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

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

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

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

SECTION 3.05 Effect of Notice of Redemption.

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

                                       20


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

SECTION 3.06 Deposit of Redemption Price.

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

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

SECTION 3.07 Securities Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Partnership and the Guarantor shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities, of the same series and of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed.

SECTION 3.08 Purchase of Securities.

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

                                       21


SECTION 3.09 Mandatory and Optional Sinking Funds.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 3.11 Redemption of Securities for Sinking Fund.

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

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

                                       22


accrued interest to the date fixed for redemption. If such amount shall be
$100,000 (or the Dollar equivalent thereof as aforesaid) or less and the
Partnership makes no such request then it shall be carried over until a sum in
excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available.
Not less than 30 days before each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.03 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Partnership in the
manner provided in Section 3.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

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

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

SECTION 4.02 Maintenance of Office or Agency.

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

                                       23


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

SECTION 4.03 SEC Reports; Financial Statements.

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

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

SECTION 4.04 Compliance Certificate.

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

                                       24


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

SECTION 4.05 Existence.

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

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.07 Additional Amounts.

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

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

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

                                       25


Partnership to the Guarantor, the Guarantor to the Partnership or of the
Guarantor to another Subsidiary), unless:

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

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

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

SECTION 5.02 Successor Person Substituted.

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

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

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

                                       26


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

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

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

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

            (5)   the Partnership, or the Guarantor, pursuant to or within the
meaning of any Bankruptcy Law:

            (A)   commences a voluntary case,

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

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

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

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

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

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

                                       27


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

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

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

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

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

            When a Default is cured, it ceases.

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

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

            A Default under clause (4) or (8) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Partnership and the Guarantor,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other

                                       28


series are affected by such Default, then at least 25% in principal amount of
the then outstanding Securities so affected) notify the Partnership, the
Guarantor and the Trustee, of the Default, and the Partnership or the Guarantor,
as the case may be, fails to cure the Default within 60 days after receipt of
the notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

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

SECTION 6.03 Other Remedies.

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

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to

                                       29


the Trustee may waive an existing or past Default or Event of Default with
respect to such series or all series, as the case may be, and its consequences
(including waivers obtained in connection with a tender offer or exchange offer
for Securities of such series or all series or a solicitation of consents in
respect of Securities of such series or all series, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
of such series or all series (but the terms of such offer or solicitation may
vary from series to series)), except (1) a continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on
or any Additional Amounts with respect to any Security or (2) a continued
Default in respect of a provision that under Section 9.02 cannot be amended or
supplemented without the consent of each Holder affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

SECTION 6.05 Control by Majority.

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

SECTION 6.06 Limitations on Suits.

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

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

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

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

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

                                       30


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

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

SECTION 6.07 Rights of Holders to Receive Payment.

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

SECTION 6.08 Collection Suit by Trustee.

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

SECTION 6.09 Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Partnership or the Guarantor or their respective creditors or
properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization

                                       31


or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10 Priorities.

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

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

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

            Third: to the Partnership.

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

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

SECTION 6.11 Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a

                                       32


suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a
Holder or Holders of more than 10% in principal amount of the then outstanding
Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

                                       33


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

SECTION 7.02 Rights of Trustee.

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

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

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

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

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

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

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

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

                                       34


SECTION 7.03 May Hold Securities.

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

SECTION 7.04 Trustee's Disclaimer.

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

SECTION 7.05 Notice of Defaults.

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

SECTION 7.06 Reports by Trustee to Holders.

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

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

SECTION 7.07 Compensation and Indemnity.

            The Partnership agrees to pay to the Trustee for its acceptance of
this Indenture and services hereunder such compensation as the Partnership and
the Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on

                                       35


compensation of a trustee of an express trust. The Partnership agrees to
reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

            The Partnership hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the
Guarantor promptly of any claim for which it may seek indemnity. The Partnership
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Partnership shall pay the reasonable
fees and expenses of such counsel. The Partnership need not pay for any
settlement made without its consent.

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

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

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

SECTION 7.08 Replacement of Trustee.

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

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

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

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

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

                                       36


            (4)   the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Partnership shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.

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

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

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

            In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Partnership, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee. Upon
the execution and delivery of such supplemental indenture, the

                                       37


resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee shall have all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates. On request of the Partnership or any successor Trustee, such retiring
Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Such retiring
Trustee shall, however, have the right to deduct its unpaid fees and expenses,
including attorneys' fees.

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

SECTION 7.09 Successor Trustee by Merger, etc.

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

            In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

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

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

                                       38


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

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

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

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

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

            (1)   either:

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

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

                        (i)   have become due and payable, or

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

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

            and, in the case of clause (i), (ii) or (iii) above, the Partnership
            or the Guarantor has irrevocably deposited or caused to be deposited
            with the Trustee as funds (immediately available to the Holders in
            the case of clause (i)) in trust for such purpose (x) cash in an
            amount, or (y) Government Obligations, maturing as to principal and
            interest at such times and in such amounts as will ensure the
            availability of cash in an amount or (z) a combination thereof,
            which will be sufficient, in the opinion (in the case of clauses (y)
            and (z)) of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge the entire indebtedness on the
            Securities of such series for principal and interest to the date

                                       39


            of such deposit (in the case of Securities which have become due and
            payable) or for principal, premium, if any, and interest to the
            Stated Maturity or Redemption Date, as the case may be; or

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

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

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

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

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

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

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

                                       40


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

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

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

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

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

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

            (c)   If the Partnership and the Guarantor have previously complied
or are concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to Securities of such
series as contemplated by Section 2.01, the Partnership may elect that its and
the Guarantor's respective obligations to make payments with respect to
Securities of such series be discharged ("legal defeasance"), if:

            (1)   no Default or Event of Default under clauses (5) and (6) of
      Section 6.01 hereof shall have occurred at any time during the period
      ending on the 91st day after the

                                       41


      date of deposit contemplated by Section 8.01(b) (it being understood that
      this condition shall not be deemed satisfied until the expiration of such
      period);

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

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

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

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

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

            (e)   If Securities of any series subject to subsections (a), (b),
(c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the
Partnership shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Partnership.

                                       42


SECTION 8.02 Application of Trust Money.

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

SECTION 8.03 Repayment to Partnership or Guarantor.

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

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

SECTION 8.04 Reinstatement.

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

                                       43


                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

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

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

            (2)   to comply with Section 5.01;

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

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

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

            (6)   to add to the covenants of the Partnership or the Guarantor
      for the benefit of the Holders of all or any series of Securities (and if
      such covenants are to be for the benefit of less than all series of
      Securities, stating that such covenants are expressly being included
      solely for the benefit of such series), or to surrender any right or power
      herein conferred upon the Partnership or the Guarantor;

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

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

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

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

                                       44


            (11)  to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.08.

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

SECTION 9.02 With Consent of Holders.

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

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

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

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

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

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

                                       45


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

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

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

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

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

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

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

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

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

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

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

                                       46


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

SECTION 9.03 Compliance with Trust Indenture Act.

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

SECTION 9.04 Revocation and Effect of Consents.

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

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

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

SECTION 9.05 Notation on or Exchange of Securities.

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

                                       47


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

            Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

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

                                    ARTICLE X
                                    GUARANTEE

SECTION 10.01 Guarantee.

            (a)   Notwithstanding any provision of this Article X or any other
provision of this Indenture to the contrary, the provisions of this Article X
relating to the Guarantor shall be applicable only to, and inure solely to the
benefit of, the Securities of any series which are expressly designated,
pursuant to Section 2.01, as entitled to the benefits of the Guarantee of the
Guarantor. If no such designation is made pursuant to Section 2.01, then the
provisions of this Article X shall not be applicable to such series of
Securities.

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

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

                                       48


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

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

            (e)   The Guarantor hereby (i) waives diligence, presentment, demand
of payment, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Partnership or any of, and all demands whatsoever, (ii)
acknowledges that any agreement, instrument or document evidencing the Guarantee
may be transferred and that the benefit of its obligations hereunder shall
extend to each holder of any agreement, instrument or document

                                       49


evidencing the Guarantee without notice to it and (iii) covenants that the
Guarantee will not be discharged except by complete performance of the
Guarantee. The Guarantor further agrees that 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 or the
Guarantor, the Guarantee shall, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence notwithstanding
such application, and the Guarantee shall continue to be effective or be
reinstated, as the case may be, as though such application had not been made.

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

SECTION 10.02 Execution and Delivery of Guarantee..

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

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

SECTION 10.03 Limitation on Liability of the Guarantor..

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

                                       50


SECTION 10.04 Release of Guarantor from Guarantee.

            (a)   Notwithstanding any other provisions of this Indenture, the
Guarantee of the Guarantor may be released upon the terms and subject to the
conditions set forth in this Section 10.04. Provided that no Default shall have
occurred and shall be continuing under this Indenture, any Guarantee incurred by
the Guarantor pursuant to this Article X shall be unconditionally released and
discharged (i) 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
the Guarantor (provided such sale, exchange or transfer is not prohibited by
this Indenture) or (B) the merger of the Guarantor into the Partnership or any
other Subsidiary or the liquidation and dissolution of the Guarantor (in each
case to the extent not prohibited by this Indenture) or (ii) following delivery
of a written notice of such release or discharge by the Partnership, the
Trustee, upon the release or discharge of all guarantees by the Guarantor of any
Debt of the Partnership other than obligations arising under this Indenture and
any Securities issued hereunder, except a discharge or release by or as a result
of payment under such guarantees.

            (b)   The Trustee shall deliver an appropriate instrument evidencing
any release of the Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel that the Guarantor is entitled to such release in accordance
with the provisions of this Indenture. If the Guarantor is not so released it
shall remain liable for the full amount of principal of (and premium, if any,
on) and interest on the Securities entitled to the benefits of such Guarantee as
provided in this Indenture, subject to the limitations of Section 10.03.

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls.

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

SECTION 11.02 Notices.

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

                  If to the Partnership or the Guarantor:

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

                                       51


                  If to the Trustee:

                  Attn:
                  Telephone:
                  Facsimile:

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

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

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

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

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

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

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

SECTION 11.03 Communication by Holders with Other Holders.

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

SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Partnership or the Guarantor
to the Trustee to take any action under this Indenture, the Partnership or the
Guarantor, as the case may be,

                                       52


shall, if requested by the Trustee, furnish to the Trustee at the expense of the
Partnership or the Guarantor, as the case may be:

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

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

SECTION 11.05 Statements Required in Certificate or Opinion.

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

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

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

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

            (4)   a statement as to whether or not, in the opinion of such
      Person, such condition or covenant has been complied with.

SECTION 11.06 Rules by Trustee and Agents.

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

SECTION 11.07 Legal Holidays.

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

SECTION 11.08 No Recourse Against Others.

            A director, officer, employee, stockholder, partner or other owner
of the Partnership, the Guarantor or the Trustee, as such, shall not have any
liability for any obligations

                                       53


of the Partnership under the Securities, for any obligations of the Guarantor
under the Guarantee, or for any obligations of the Partnership, the Guarantor or
the Trustee under this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release shall be
part of the consideration for the issue of Securities.

SECTION 11.09 Governing Law.

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

SECTION 11.10 No Adverse Interpretation of Other Agreements.

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

SECTION 11.11 Successors.

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

SECTION 11.12 Severability.

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

SECTION 11.13 Counterpart Originals.

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

SECTION 11.14 Table of Contents, Headings, etc.

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

                                       54


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

                                     MARTIN MIDSTREAM PARTNERS L.P.

                                     By: Martin Midstream GP LLC,
                                          Its General Partner

                                     By: _______________________________________
                                          Name: ________________________________
                                          Title: _______________________________

                                     [                             ], as Trustee

                                     By: _______________________________________
                                          Name: ________________________________
                                          Title: _______________________________



                                     ANNEX A

                              NOTATION OF GUARANTEE

            If applicable pursuant to Section 2.01 hereof, the Guarantor (which
term includes any successor Person under the Indenture), has fully,
unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual
payment of the principal of, and premium, if any, and interest on the Securities
and all other amounts due and payable under the Indenture and the Securities by
the Partnership.

            If applicable pursuant to Section 2.01 hereof, the obligations of
the Guarantor to the Holders of Securities and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Article X of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Guarantee.

                                     MARTIN OPERATING PARTNERSHIP L.P.

                                     By: Martin Operating GP LLC,
                                          Its General Partner

                                     By: Martin Midstream Partners L.P.,
                                          Its Sole Member

                                     By: Martin Midstream GP LLC,
                                          Its General Partner

                                     By: _______________________________________
                                          Name: ________________________________
                                          Title: _______________________________

EX-4.4

                                                                     EXHIBIT 4.4

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

                         MARTIN MIDSTREAM PARTNERS L.P.

                                                                       as Issuer

                                       and

                                    [      ]

                                                                      as Trustee

                        _________________________________

                                    Indenture

                       Dated as of _________________, 2004

                        _________________________________

                          Subordinated Debt Securities

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



                         MARTIN MIDSTREAM PARTNERS L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                 AND INDENTURE, DATED AS OF _____________, 2004



  Section of
Trust Indenture                                                                              Section(s) of
  Act of 1939                                                                                  Indenture
- ---------------                                                                              -------------
                                                                                          
  Section 310  (a)(1)...................................................................     7.10
               (a)(2)...................................................................     7.10
               (a)(3)...................................................................     Not Applicable
               (a)(4)...................................................................     Not Applicable
               (a)(5)...................................................................     7.10
               (b)......................................................................     7.08, 7.10
  Section 311  (a)......................................................................     7.11
               (b)......................................................................     7.11
               (c)......................................................................     Not Applicable
  Section 312  (a)......................................................................     2.07
               (b)......................................................................     12.03
               (c)......................................................................     12.03
  Section 313  (a)......................................................................     7.06
               (b)......................................................................     7.06
               (c)......................................................................     7.06
               (d)......................................................................     7.06
  Section 314  (a)......................................................................     4.03, 4.04
               (b)......................................................................     Not Applicable
               (c)(1)...................................................................     12.04
               (c)(2)...................................................................     12.04
               (c)(3)...................................................................     Not Applicable
               (d)......................................................................     Not Applicable
               (e)......................................................................     12.05
  Section 315  (a)......................................................................     7.01(b)
               (b)......................................................................     7.05
               (c)......................................................................     7.01(a)
               (d)......................................................................     7.01(c)
               (d)(1)...................................................................     7.01(c)(1)
               (d)(2)...................................................................     7.01(c)(2)
               (d)(3)...................................................................     7.01(c)(3)
               (e)......................................................................     6.11
  Section 316  (a)(1)(A)................................................................     6.05
               (a)(1)(B)................................................................     6.04
               (a)(2)...................................................................     Not Applicable
               (a)(last sentence).......................................................     2.11
               (b)......................................................................     6.07
  Section 317  (a)(1)...................................................................     6.08
               (a)(2)...................................................................     6.09
               (b)......................................................................     2.06
  Section 318  (a)......................................................................     12.01


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

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

                                        i



                                TABLE OF CONTENTS



                                                                                                                   PAGE
                                                                                                                   ----
                                                                                                                
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................    1

     SECTION 1.01          Definitions...........................................................................    1
     SECTION 1.02          Other Definitions.....................................................................    6
     SECTION 1.03          Incorporation by Reference of Trust Indenture Act.....................................    6
     SECTION 1.04          Rules of Construction.................................................................    7
     SECTION 1.05          Non-Recourse to the General Partner; No Personal Liability of Officers, Directors,
                           Employees or Partners.................................................................    8

ARTICLE II THE SECURITIES .......................................................................................    8

     SECTION 2.01          Amount Unlimited; Issuable in Series..................................................    8
     SECTION 2.02          Denominations.........................................................................   11
     SECTION 2.03          Forms Generally.......................................................................   11
     SECTION 2.04          Execution, Authentication, Delivery and Dating........................................   12
     SECTION 2.05          Registrar and Paying Agent............................................................   14
     SECTION 2.06          Paying Agent to Hold Money in Trust...................................................   14
     SECTION 2.07          Holder Lists..........................................................................   14
     SECTION 2.08          Transfer and Exchange.................................................................   15
     SECTION 2.09          Replacement Securities................................................................   15
     SECTION 2.10          Outstanding Securities................................................................   16
     SECTION 2.11          Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.........   16
     SECTION 2.12          Temporary Securities..................................................................   16
     SECTION 2.13          Cancellation..........................................................................   17
     SECTION 2.14          Payments; Defaulted Interest..........................................................   17
     SECTION 2.15          Persons Deemed Owners.................................................................   17
     SECTION 2.16          Computation of Interest...............................................................   18
     SECTION 2.17          Global Securities; Book-Entry Provisions..............................................   18

ARTICLE III REDEMPTION ..........................................................................................   20

     SECTION 3.01          Applicability of Article..............................................................   20
     SECTION 3.02          Notice to the Trustee.................................................................   20
     SECTION 3.03          Selection of Securities To Be Redeemed................................................   20
     SECTION 3.04          Notice of Redemption..................................................................   21
     SECTION 3.05          Effect of Notice of Redemption........................................................   21
     SECTION 3.06          Deposit of Redemption Price...........................................................   22
     SECTION 3.07          Securities Redeemed or Purchased in Part..............................................   22
     SECTION 3.08          Purchase of Securities................................................................   22
     SECTION 3.09          Mandatory and Optional Sinking Funds..................................................   23
     SECTION 3.10          Satisfaction of Sinking Fund Payments with Securities.................................   23
     SECTION 3.11          Redemption of Securities for Sinking Fund.............................................   23


                                       ii



                                                                                                                 
ARTICLE IV COVENANTS ............................................................................................   24

     SECTION 4.01          Payment of Securities.................................................................   24
     SECTION 4.02          Maintenance of Office or Agency.......................................................   24
     SECTION 4.03          SEC Reports; Financial Statements.....................................................   25
     SECTION 4.04          Compliance Certificate................................................................   25
     SECTION 4.05          Existence.............................................................................   26
     SECTION 4.06          Waiver of Stay, Extension or Usury Laws...............................................   26
     SECTION 4.07          Additional Amounts....................................................................   26

ARTICLE V SUCCESSORS ............................................................................................   26

     SECTION 5.01          Limitations on Mergers and Consolidations.............................................   26
     SECTION 5.02          Successor Person Substituted..........................................................   27

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................   27

     SECTION 6.01          Events of Default.....................................................................   27
     SECTION 6.02          Acceleration..........................................................................   30
     SECTION 6.03          Other Remedies........................................................................   30
     SECTION 6.04          Waiver of Defaults....................................................................   30
     SECTION 6.05          Control by Majority...................................................................   31
     SECTION 6.06          Limitations on Suits..................................................................   31
     SECTION 6.07          Rights of Holders to Receive Payment..................................................   32
     SECTION 6.08          Collection Suit by Trustee............................................................   32
     SECTION 6.09          Trustee May File Proofs of Claim......................................................   32
     SECTION 6.10          Priorities............................................................................   33
     SECTION 6.11          Undertaking for Costs.................................................................   33

ARTICLE VII TRUSTEE .............................................................................................   34

     SECTION 7.01          Duties of Trustee.....................................................................   34
     SECTION 7.02          Rights of Trustee.....................................................................   35
     SECTION 7.03          May Hold Securities...................................................................   36
     SECTION 7.04          Trustee's Disclaimer..................................................................   36
     SECTION 7.05          Notice of Defaults....................................................................   36
     SECTION 7.06          Reports by Trustee to Holders.........................................................   36
     SECTION 7.07          Compensation and Indemnity............................................................   36
     SECTION 7.08          Replacement of Trustee................................................................   37
     SECTION 7.09          Successor Trustee by Merger, etc......................................................   39
     SECTION 7.10          Eligibility; Disqualification.........................................................   39
     SECTION 7.11          Preferential Collection of Claims Against the Partnership or the Guarantor............   40

ARTICLE VIII DISCHARGE OF INDENTURE..............................................................................   40

     SECTION 8.01          Termination of the Partnership's and the Guarantor's Obligations......................   40
     SECTION 8.02          Application of Trust Money............................................................   44
     SECTION 8.03          Repayment to Partnership or the Guarantor.............................................   44
     SECTION 8.04          Reinstatement.........................................................................   44



                                       iii



                                                                                                                 
ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................   45

     SECTION 9.01          Without Consent of Holders............................................................   45
     SECTION 9.02          With Consent of Holders...............................................................   46
     SECTION 9.03          Compliance with Trust Indenture Act...................................................   48
     SECTION 9.04          Revocation and Effect of Consents.....................................................   48
     SECTION 9.05          Notation on or Exchange of Securities.................................................   49
     SECTION 9.06          Trustee to Sign Amendments, etc.......................................................   49

ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE..............................................................   49

     SECTION 10.01         Applicability of Article; Agreement To Subordinate....................................   49
     SECTION 10.02         Liquidation, Dissolution, Bankruptcy..................................................   49
     SECTION 10.03         Default on Senior Indebtedness........................................................   50
     SECTION 10.04         Acceleration of Payment of Securities.................................................   51
     SECTION 10.05         When Distribution Must Be Paid Over...................................................   51
     SECTION 10.06         Subrogation...........................................................................   51
     SECTION 10.07         Relative Rights.......................................................................   52
     SECTION 10.08         Subordination May Not Be Impaired by Partnership......................................   52
     SECTION 10.09         Rights of Trustee and Paying Agent....................................................   52
     SECTION 10.10         Distribution or Notice to Representative..............................................   52
     SECTION 10.11         Article X Not to Prevent Defaults or Limit Right to Accelerate........................   53
     SECTION 10.12         Trust Moneys Not Subordinated.........................................................   53
     SECTION 10.13         Trustee Entitled to Rely..............................................................   53
     SECTION 10.14         Trustee to Effectuate Subordination...................................................   53
     SECTION 10.15         Trustee Not Fiduciary for Holders of Senior Indebtedness..............................   54
     SECTION 10.16         Reliance by Holders of Senior Indebtedness on Subordination Provisions................   54

ARTICLE XI GUARANTEE ............................................................................................   54

     SECTION 11.01         Unconditional Guarantee...............................................................   54
     SECTION 11.02         Execution and Delivery of Guarantee...................................................   56
     SECTION 11.03         Limitation on Liability of the Guarantor..............................................   56
     SECTION 11.04         Release of Guarantor from Guarantee...................................................   57

ARTICLE XII MISCELLANEOUS .......................................................................................   57

     SECTION 12.01         Trust Indenture Act Controls..........................................................   57
     SECTION 12.02         Notices...............................................................................   57
     SECTION 12.03         Communication by Holders with Other Holders...........................................   58
     SECTION 12.04         Certificate and Opinion as to Conditions Precedent....................................   58
     SECTION 12.05         Statements Required in Certificate or Opinion.........................................   59
     SECTION 12.06         Rules by Trustee and Agents...........................................................   59
     SECTION 12.07         Legal Holidays........................................................................   59
     SECTION 12.08         No Recourse Against Others............................................................   59
     SECTION 12.09         Governing Law.........................................................................   60
     SECTION 12.10         No Adverse Interpretation of Other Agreements.........................................   60
     SECTION 12.11         Successors............................................................................   60



                                       iv



                                                                                                                 
     SECTION 12.12         Severability..........................................................................   60
     SECTION 12.13         Counterpart Originals.................................................................   60
     SECTION 12.14         Table of Contents, Headings, etc......................................................   60




                                        v



            INDENTURE dated as of _____________, 2004 among Martin Midstream
Partners L.P., a Delaware limited partnership (the "Partnership"), and [ ], a
___________, as trustee (the "Trustee").

            The Partnership and the Guarantor (if and to the extent that,
pursuant to Sections 2.01 and 11.01, the Securities are to be guaranteed by the
Guarantor) have duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of the Partnership's debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more
series unlimited as to principal amount (herein called the "Securities"), and
the Guarantee by the Guarantor of the Securities, as in this Indenture provided.

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

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

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

            "Agent" means any Registrar or Paying Agent.

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

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

                                        1


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

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

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

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

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

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

            "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 $100.0 million and (ii) any other
Senior Indebtedness designated, as provided in Section 2.01, in respect of any
series of Securities.

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

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

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

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

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

                                        2


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

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

            "Guarantor" means the Person named as the "Guarantor" in the first
paragraph of this instrument, if any, until a successor Person or Persons have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Guarantor" 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 Securities
pursuant to this Indenture.

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

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

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

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

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

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

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

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

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

                                        3


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

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

            "Partnership" means the Person named as the "Partnership" in the
first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Partnership" shall mean such successor Person; provided, however, that for
purposes of any provision contained herein which is required by the TIA,
"Partnership" shall also mean each other obligor (if any), other than the
Guarantor, on the Securities of a series.

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

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

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

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

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

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

            "Representative" means the trustee, agent or representative (if any)
for an issue of Senior Indebtedness.

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

                                        4


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

            "SEC" means the Securities and Exchange Commission.

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

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

            "Senior Indebtedness," unless otherwise provided with respect to the
Securities of a series as contemplated by Section 2.01, means (1) all Debt of
the Guarantor or the Partnership, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or evidencing such Debt,
it is provided that such Debt is not superior in right of payment to the
Securities, in the case of the Partnership, or the Guarantee, in the case of the
Guarantor, or to other Debt which is pari passu with or subordinated to the
Securities, in the case of the Partnership, or the Guarantee, in the case of the
Guarantor, 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 Securities or the Guarantee, (b)
Debt of the Guarantor or the Partnership owed or owing to any Subsidiary of the
Partnership, (c) Debt of the Guarantor owed or owing to the Partnership, (d)
Debt to trade creditors, (e) any liability for taxes owed or owing by the
Guarantor or the Partnership or (f) Debt of the Guarantor in the event there is
no series of Securities outstanding that is entitled to the benefits of a
Guarantee.

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

            "Subsidiary" of any Person means:

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

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

                                        5


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

            "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

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

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

SECTION 1.02 Other Definitions.



                                                                                                         DEFINED
TERM                                                                                                   IN SECTION
- ----                                                                                                   ----------
                                                                                                    
"Bankruptcy Custodian".......................................................................             6.01
"Conversion Event"...........................................................................             6.01
"covenant defeasance"........................................................................             8.01
"Event of Default"...........................................................................             6.01
"Exchange Rate"..............................................................................             2.11
"Funding Guarantor"..........................................................................             11.05
"Judgment Currency"..........................................................................             6.10
"legal defeasance"...........................................................................             8.01
"mandatory sinking fund payment".............................................................             3.09
"optional sinking fund payment"..............................................................             3.09
"Paying Agent"...............................................................................             2.05
"Registrar"..................................................................................             2.05
"Required Currency"..........................................................................             6.10
"Successor"..................................................................................             5.01
"Subordinated Securities"....................................................................             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 (and
if the Indenture is not qualified under the TIA at that time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Holder.

                                        6


            "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04 Rules of Construction.

            Unless the context otherwise requires:

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

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

            (3)   "or" is not exclusive;

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

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

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

                                        7


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

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

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

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

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

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

            (3)   whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form, as Global Securities
      or otherwise, and, if so, whether beneficial owners of interests in any
      such Global Security may exchange such interests for Securities of such
      series and of like tenor of any authorized form and denomination and

                                        8


      the circumstances under which any such exchanges may occur, if other than
      in the manner provided in Section 2.17, and the initial Depositary and
      Security Custodian, if any, for any Global Security or Securities of such
      series;

            (4)   whether the Securities of the series are to be entitled to the
      guarantee of the Guarantor as provided in Article XI hereof; it being
      understood that in the absence of an express designation in the
      resolutions or the Supplemental indenture establishing such series, no
      such guarantee shall be applicable to such series notwithstanding anything
      to the contrary set forth herein;

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

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

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

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

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

            (10)  the obligation, if any, of the Partnership to redeem, purchase
      or repay Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of a Holder thereof and the period
      or periods within which, the price or prices (whether denominated in cash,
      securities or otherwise) at which and the terms and conditions upon which
      Securities of the series shall be redeemed, purchased or repaid in whole
      or in part pursuant to such obligation;

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

            (12)  if other than Dollars, the currency or currencies (including
      composite currencies) or the form, including equity securities, other debt
      securities (including Securities), warrants or any other securities or
      property of the Partnership, the Guarantor

                                        9


      or any other Person, in which payment of the principal of, premium (if
      any) and interest on and any Additional Amounts with respect to the
      Securities of the series shall be payable;

            (13)  if the principal of, premium (if any) or interest on or any
      Additional Amounts with respect to the Securities of the series are to be
      payable, at the election of the Partnership or a Holder thereof, in a
      currency or currencies (including composite currencies) other than that in
      which the Securities are stated to be payable, the currency or currencies
      (including composite currencies) in which payment of the principal of,
      premium (if any) and interest on and any Additional Amounts with respect
      to Securities of such series as to which such election is made shall be
      payable, and the periods within which and the terms and conditions upon
      which such election is to be made;

            (14)  if the amount of payments of principal of, premium (if any)
      and interest on and any Additional Amounts with respect to the Securities
      of the series may be determined with reference to any commodities,
      currencies or indices, values, rates or prices or any other index or
      formula, the manner in which such amounts shall be determined;

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

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

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

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

            (19)  if the Securities of the series are to be convertible into or
      exchangeable for common units, other debt securities (including
      Securities), warrants, other equity securities or any other securities or
      property of the Partnership, the Guarantor or any other Person, at the
      option of the Partnership or the Holder or upon the occurrence of any
      condition or event, the terms and conditions for such conversion or
      exchange;

            (20)  the subordination, if any, of the Securities of the series
      pursuant to Article X and any changes or additions to Article X or
      designation of any Designated Senior Indebtedness;

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

                                       10


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

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

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

SECTION 2.02 Denominations.

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

SECTION 2.03 Forms Generally.

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

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

                                       11


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

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

                                     [                     ], as Trustee

                                     By: _____________________________________
                                              Authorized Signatory".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

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

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

            A Security shall not be entitled to any benefit under this Indenture
or the related Guarantee or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Partnership, and the Partnership delivers such Security to the
Trustee for cancellation as provided in Section 2.13, together with a written
statement (which need not comply with Section 12.05 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Partnership, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture or the related Guarantee.

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

                                       12


            If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order
referred to above and the other documents required by Section 12.04), and
(subject to Section 7.01) shall be fully protected in relying upon:

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

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

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

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

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

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

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

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

            Each Security shall be dated the date of its authentication.

                                       13


SECTION 2.05 Registrar and Paying Agent.

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

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

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

SECTION 2.06 Paying Agent to Hold Money in Trust.

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

SECTION 2.07 Holder Lists.

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

                                       14


SECTION 2.08 Transfer and Exchange.

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

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

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

SECTION 2.09 Replacement Securities.

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

            Every replacement Security is an additional obligation of the
Partnership.

                                       15


SECTION 2.10 Outstanding Securities.

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

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

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

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

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

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

SECTION 2.12 Temporary Securities.

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

                                       16


SECTION 2.13 Cancellation.

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

SECTION 2.14 Payments; Defaulted Interest.

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

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

SECTION 2.15 Persons Deemed Owners.

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

                                       17


SECTION 2.16 Computation of Interest.

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

SECTION 2.17 Global Securities; Book-Entry Provisions.

            If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Partnership Order to be delivered to the Trustee pursuant to Section 2.04 or
(ii) otherwise in accordance with written instructions or such other written
form of instructions as is customary for the Depositary for such Security, from
such Depositary or its nominee on behalf of any Person having a beneficial
interest in such Global Security. Subject to the provisions of Section 2.04 and,
if applicable, Section 2.12, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified in such Security or in the applicable
Partnership Order. With respect to the Securities of any series that are
represented by a Global Security, the Partnership and the Guarantor authorize
the execution and delivery by the Trustee of a letter of representations or
other similar agreement or instrument in the form customarily provided for by
the Depositary appointed with respect to such Global Security. Any Global
Security may be deposited with the Depositary or its nominee, or may remain in
the custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Partnership Order has been, or simultaneously is, delivered,
any instructions by the Partnership with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 12.05 and need not be accompanied by an Opinion of Counsel.

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

                                       18


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

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

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

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

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

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

                                       19


together with written instructions (which need not comply with Section 12.05 and
need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

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

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

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

SECTION 3.02 Notice to the Trustee.

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

SECTION 3.03 Selection of Securities To Be Redeemed.

            If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem fair
and appropriate and that may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of Global Securities of
such series.

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

                                       20


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

SECTION 3.04 Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

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

            (1)   the Redemption Date;

            (2)   the Redemption Price;

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

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

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

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

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

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

SECTION 3.05 Effect of Notice of Redemption.

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

                                       21


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

SECTION 3.06 Deposit of Redemption Price.

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

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

SECTION 3.07 Securities Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Partnership and the Guarantor shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities, of the same series and of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed.

SECTION 3.08 Purchase of Securities.

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

                                       22


SECTION 3.09 Mandatory and Optional Sinking Funds.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 3.11 Redemption of Securities for Sinking Fund.

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

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

                                       23


accrued interest to the date fixed for redemption. If such amount shall be
$100,000 (or the Dollar equivalent thereof as aforesaid) or less and the
Partnership makes no such request then it shall be carried over until a sum in
excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available.
Not less than 30 days before each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.03 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Partnership in the
manner provided in Section 3.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

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

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

SECTION 4.02 Maintenance of Office or Agency.

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

                                       24


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

SECTION 4.03 SEC Reports; Financial Statements.

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

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

SECTION 4.04 Compliance Certificate.

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

                                       25


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

SECTION 4.05 Existence.

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

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.07 Additional Amounts.

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

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

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

                                       26


Partnership to the Guarantor, the Guarantor to the Partnership or of the
Guarantor to another Subsidiary), unless:

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

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

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

SECTION 5.02 Successor Person Substituted.

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

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

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

                                       27


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

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

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

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

            (5)   the Partnership, or the Guarantor, pursuant to or within the
meaning of any Bankruptcy Law:

            (A)   commences a voluntary case,

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

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

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

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

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

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

                                       28


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

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

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

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

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

            When a Default is cured, it ceases.

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

            Promptly after the occurrence of a Conversion Event, the Partnership
or the Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 12.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Partnership or the
Guarantor making such payment, as the case may be, shall give notice in the
manner provided in Section 12.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.

            A Default under clause (4) or (8) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Partnership and the Guarantor,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other

                                       29


series are affected by such Default, then at least 25% in principal amount of
the then outstanding Securities so affected) notify the Partnership, the
Guarantor and the Trustee, of the Default, and the Partnership or the Guarantor,
as the case may be, fails to cure the Default within 60 days after receipt of
the notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

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

SECTION 6.03 Other Remedies.

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

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to

                                       30


the Trustee may waive an existing or past Default or Event of Default with
respect to such series or all series, as the case may be, and its consequences
(including waivers obtained in connection with a tender offer or exchange offer
for Securities of such series or all series or a solicitation of consents in
respect of Securities of such series or all series, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
of such series or all series (but the terms of such offer or solicitation may
vary from series to series)), except (1) a continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on
or any Additional Amounts with respect to any Security or (2) a continued
Default in respect of a provision that under Section 9.02 cannot be amended or
supplemented without the consent of each Holder affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

SECTION 6.05 Control by Majority.

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

SECTION 6.06 Limitations on Suits.

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

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

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

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

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

                                       31


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

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

SECTION 6.07 Rights of Holders to Receive Payment.

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

SECTION 6.08 Collection Suit by Trustee.

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

SECTION 6.09 Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Partnership or the Guarantor or their respective creditors or
properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization

                                       32


or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10 Priorities.

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

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

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

            Third: to the Partnership.

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

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

SECTION 6.11 Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a

                                       33


suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a
Holder or Holders of more than 10% in principal amount of the then outstanding
Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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

                                       34


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

SECTION 7.02 Rights of Trustee.

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

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

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

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

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

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

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

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

                                       35


SECTION 7.03 May Hold Securities.

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

SECTION 7.04 Trustee's Disclaimer.

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

SECTION 7.05 Notice of Defaults.

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

SECTION 7.06 Reports by Trustee to Holders.

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

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

SECTION 7.07 Compensation and Indemnity.

            The Partnership agrees to pay to the Trustee for its acceptance of
this Indenture and services hereunder such compensation as the Partnership and
the Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on

                                       36


compensation of a trustee of an express trust. The Partnership agrees to
reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

            The Partnership hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the
Guarantor promptly of any claim for which it may seek indemnity. The Partnership
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Partnership shall pay the reasonable
fees and expenses of such counsel. The Partnership need not pay for any
settlement made without its consent.

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

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

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

SECTION 7.08 Replacement of Trustee.

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

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

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

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

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

                                       37


            (4)   the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Partnership shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.

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

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

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

            In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Partnership, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee. Upon
the execution and delivery of such supplemental indenture, the

                                       38


resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee shall have all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates. On request of the Partnership or any successor Trustee, such retiring
Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Such retiring
Trustee shall, however, have the right to deduct its unpaid fees and expenses,
including attorneys' fees.

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

SECTION 7.09 Successor Trustee by Merger, etc.

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

            In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

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

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

                                       39


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

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

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

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

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

            (1)   either:

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

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

                        (i)   have become due and payable, or

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

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

            and, in the case of clause (i), (ii) or (iii) above, the Partnership
            or the Guarantor has irrevocably deposited or caused to be deposited
            with the Trustee as funds (immediately available to the Holders in
            the case of clause (i)) in trust for such purpose (x) cash in an
            amount, or (y) Government Obligations, maturing as to principal and
            interest at such times and in such amounts as will ensure the
            availability of cash in an amount or (z) a combination thereof,
            which will be sufficient, in the opinion (in the case of clauses (y)
            and (z)) of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge the entire indebtedness on the
            Securities of such series for principal and interest to the date

                                       40


            of such deposit (in the case of Securities which have become due and
            payable) or for principal, premium, if any, and interest to the
            Stated Maturity or Redemption Date, as the case may be; or

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

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

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

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

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

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

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

                                       41


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

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

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

            In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee and the Guarantor, on
demand of the Partnership, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture. However, the Partnership's and
the Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Partnership's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

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

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

            (c)   If the Partnership and the Guarantor have previously complied
or are concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to Securities of such
series as contemplated by Section 2.01, the Partnership may elect that its and
the Guarantor's respective obligations to make payments with respect to
Securities of such series be discharged ("legal defeasance"), if:

            (1)   no Default or Event of Default under clauses (5) and (6) of
      Section 6.01 hereof shall have occurred at any time during the period
      ending on the 91st day after the

                                       42


      date of deposit contemplated by Section 8.01(b) (it being understood that
      this condition shall not be deemed satisfied until the expiration of such
      period);

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

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

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

            In such event, the Partnership and the Guarantor will be discharged
from their respective obligations under this Indenture and the Securities of
such series to pay principal of, premium (if any) and interest on, and any
Additional Amounts with respect to, Securities of such series, the Partnership's
and the Guarantor's respective obligations under Sections 4.01, 4.02 and 11.01
shall terminate with respect to such Securities, and the entire indebtedness of
the Partnership evidenced by such Securities and of the Guarantor evidenced by
the related Guarantee shall be deemed paid and discharged.

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

            (e)   If Securities of any series subject to subsections (a), (b),
(c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the
Partnership shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Partnership.

                                       43


SECTION 8.02 Application of Trust Money.

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

SECTION 8.03 Repayment to Partnership or the Guarantor.

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

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

SECTION 8.04 Reinstatement.

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

                                       44


                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

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

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

            (2)   to comply with Section 5.01;

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

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

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

            (6)   to add to the covenants of the Partnership or the Guarantor
      for the benefit of the Holders of all or any series of Securities (and if
      such covenants are to be for the benefit of less than all series of
      Securities, stating that such covenants are expressly being included
      solely for the benefit of such series), or to surrender any right or power
      herein conferred upon the Partnership or the Guarantor;

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

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

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

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

                                       45


            (11)  to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.08.

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

SECTION 9.02 With Consent of Holders.

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

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

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

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

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

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

                                       46


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

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

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

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

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

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

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

            (9)   modify the provisions of this Indenture with respect to the
      subordination of any Security and any related Guarantee in a manner
      adverse to the Holder thereof;

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

            (11)  except as provided in Section 11.04, release the Guarantor or
      modify the Guarantee in any manner adverse to the Holders.

            An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Indebtedness unless the holders of the issue pursuant to its terms consent to
the change.

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

                                       47


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

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

SECTION 9.03 Compliance with Trust Indenture Act.

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

SECTION 9.04 Revocation and Effect of Consents.

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

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

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

                                       48


SECTION 9.05 Notation on or Exchange of Securities.

            If an amendment or supplement changes the terms of an outstanding
Security, the Partnership may require the Holder of the Security to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Partnership regarding the changed terms and return it to the
Holder. Alternatively, if the Partnership so determines, the Partnership in
exchange for the Security shall issue, and the Guarantor shall execute and the
Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment or supplement.

            Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

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

                                    ARTICLE X
                    SUBORDINATION OF SECURITIES AND GUARANTEE

SECTION 10.01 Applicability of Article; Agreement To Subordinate.

            The provisions of this Article X shall only be applicable to the
Securities of any series (Securities of such series referred to in this Article
X as "Subordinated Securities") designated, pursuant to Section 2.01, as
subordinated to Senior Indebtedness and any related Guarantee of such
Subordinated Securities. Each Holder by accepting a Subordinated Security agrees
that the Debt evidenced by such Subordinated Security and any related Guarantee
of such Subordinated Security is subordinated in right of payment, to the extent
and in the manner provided in this Article X, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable by
the holders of Indebtedness. All provisions of this Article X shall be subject
to Section 10.12.

SECTION 10.02 Liquidation, Dissolution, Bankruptcy.

            Upon any payment or distribution of the assets of the Partnership or
the Guarantor, as the case may be, to creditors, upon a liquidation or a
dissolution of the Partnership or the Guarantor, as the case may be, or in a
bankruptcy, reorganization, insolvency, receivership

                                       49


or similar proceeding relating to the Partnership or the Guarantor, as the case
may be, or their respective property:

            (a)   holders of Senior Indebtedness of the Partnership or the
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 or the Guarantor, as the case may
be, in such bankruptcy proceeding) before Holders of Subordinated Securities and
the Guarantee shall be entitled to receive any payment of principal of, or
premium, if any, or interest on, the Subordinated Securities from the
Partnership, or any payment in respect of any Guarantee from the Guarantor; and

            (b)   until the Senior Indebtedness of the Partnership or the
Guarantor, as the case may be, is paid in full, any distribution to which
Holders of Subordinated Securities and the Guarantee would be entitled but for
this Article X shall be made to holders of Senior Indebtedness of the
Partnership or the Guarantor, 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 or the Guarantor, as
the case may be, to at least the same extent as the Subordinated Securities of
the Partnership or the related Guarantee of the Guarantor, respectively.

SECTION 10.03 Default on Senior Indebtedness.

            The Partnership and the Guarantor may not pay the principal of, or
premium, if any, or interest on, the Subordinated Securities or the Guarantee or
make any deposit pursuant to Article VIII and may not repurchase, redeem or
otherwise retire (except, in the case of Subordinated Securities that provide
for a mandatory sinking fund pursuant to Section 3.11, by the delivery of
Subordinated Securities by the Partnership to the Trustee pursuant to the first
paragraph of Section 3.11) any Subordinated Securities (collectively, "pay the
Subordinated 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 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 and the Guarantor may make payments on the Subordinated 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 and the Guarantor may not make payments on the Subordinated
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, the 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

                                       50


is terminated by written notice to the Trustee and the Partnership (and if such
Designated Senior Indebtedness is Debt of the Guarantor, the 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 10.02 and the first sentence of this Section 10.03), 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 and the Guarantor may resume payments on the
Subordinated Securities and related Guarantee 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 2.01 for the Subordinated 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 10.03, 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 10.04 Acceleration of Payment of Securities.

            If payment of the Subordinated 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 10.05 When Distribution Must Be Paid Over.

            If a distribution is made to Holders of Subordinated Securities or a
related Guarantee that because of this Article X 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 10.06 Subrogation.

            After all Senior Indebtedness is paid in full and until the
Subordinated 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 X to holders of
Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Securities is not, as between the Partnership or the Guarantor, as
the case may be, and such Holders, a payment by the Partnership or the
Guarantor, as the case may be, on Senior Indebtedness.

                                       51


SECTION 10.07 Relative Rights.

            This Article X defines the relative rights of Holders of
Subordinated Securities and holders of Senior Indebtedness. Nothing in this
Indenture shall:

            (a)   impair, as between the Partnership or the Guarantor, as the
case may be, and Holders of either Subordinated Securities or Securities, the
obligation of the Partnership or the Guarantor, as the case may be, which is
absolute and unconditional, to pay principal of, and premium, if any, and
interest on, the Subordinated Securities and the Securities in accordance with
their terms; or

            (b)   prevent the Trustee or any Holder of either Subordinated
Securities or 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 Securities.

SECTION 10.08 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 Securities and the
Guarantee in respect thereof shall be impaired by any act or failure to act by
the Partnership or the Guarantor or by its failure to comply with this
Indenture.

SECTION 10.09 Rights of Trustee and Paying Agent.

            Notwithstanding Sections 10.02 and 10.03, the Trustee or any paying
agent may continue to make payments on Subordinated 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 X. 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 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 X 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
X shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07.

SECTION 10.10 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).

                                       52


SECTION 10.11 Article X Not to Prevent Defaults or Limit Right to Accelerate.

            The failure to make a payment pursuant to the Subordinated
Securities, whether directly or pursuant to the Guarantee, by reason of any
provision in this Article X shall not be construed as preventing the occurrence
of a Default. Nothing in this Article X shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of either the Subordinated
Securities or the Securities, as the case may be.

SECTION 10.12 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 VIII by the Trustee for the payment of principal of, and premium, if
any, and interest on, the Subordinated Securities or the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article X, and none of the Holders thereof shall
be obligated to pay over any such amount to the Partnership, the Guarantor or
any holder of Senior Indebtedness of the Partnership or the Guarantor or any
other creditor of the Partnership or the Guarantor.

SECTION 10.13 Trustee Entitled to Rely.

            Upon any payment or distribution pursuant to this Article X, 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 10.02 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 or the Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article X. 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 to this Article X, 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 X, 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 X.

SECTION 10.14 Trustee to Effectuate Subordination.

            Each Holder by accepting a Subordinated 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 Securities and the holders of Senior Indebtedness as provided in
this Article X and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                                       53


SECTION 10.15 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 Securities or
the Partnership or the Guarantor or any other Person, money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article X
or otherwise.

SECTION 10.16 Reliance by Holders of Senior Indebtedness on Subordination
              Provisions.

            Each Holder by accepting a Subordinated 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 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 XI
                                    GUARANTEE

SECTION 11.01 Unconditional Guarantee.

            (a)   Notwithstanding any provision of this Article XI or any other
provision of this Indenture to the contrary, the provisions of this Article XI
relating to the Guarantor shall be applicable only to, and inure solely to the
benefit of, the Securities of any series which are expressly designated,
pursuant to Section 2.01 as entitled to the benefits of the Guarantee of the
Guarantor. If no such designation is made pursuant to Section 2.01, then the
provisions of this Article XI shall not be applicable to such series of
Securities.

            (b)   For value received, the Guarantor hereby fully,
unconditionally and absolutely Guarantee (the "Guarantee") to the Holders and to
the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Securities and all other amounts due and payable under
this Indenture and the Securities by the Partnership, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the stated maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 11.03 and (ii) in the case of the
Guarantee of the Subordinated Securities, to the subordination provisions
contained in Article X.

            (c)   Failing payment when due of any amount guaranteed pursuant to
the Guarantee, for whatever reason, the Guarantor will be obligated to pay the
same immediately, subject, in the case of the Guarantee of the Subordinated
Securities, to the subordination provisions contained in Article X. The
Guarantee hereunder (other than the Guarantee of Subordinated Securities) is
intended to be a general, unsecured, senior obligation of the Guarantor and will
rank pari passu in right of payment with all Debt of the Guarantor that is not,
by its terms, expressly subordinated in right of payment to the Guarantee. The
Guarantor hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the

                                       54


validity, regularity or enforceability of the Securities, the Guarantee
(including the Guarantee of the Guarantor) or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Partnership or the Guarantor, or any action to enforce the
same or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby agrees
that in the event of a default in payment of the principal of, or premium, if
any, or interest on the Securities, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, legal proceedings
may be instituted by the Trustee on behalf of the Holders or, subject to Section
6.06, by the Holders, on the terms and conditions set forth in this Indenture,
directly against the Guarantor to enforce the Guarantee without first proceeding
against the Partnership or the Guarantor.

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

            (e)   The Guarantor hereby (i) waives diligence, presentment, demand
of payment, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Partnership or the Guarantor, and all demands whatsoever,
(ii) acknowledges that any agreement,

                                       55


instrument or document evidencing the Guarantee may be transferred and that the
benefit of its obligations hereunder shall extend to each holder of any
agreement, instrument or document evidencing the Guarantee without notice to it
and (iii) covenants that the Guarantee will not be discharged except by complete
performance of the Guarantee. The Guarantor further agrees that 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 or the Guarantor, the Guarantee shall, to the extent that such
payment is or must be rescinded or returned, be deemed to have continued in
existence notwithstanding such application, and the Guarantee shall continue to
be effective or be reinstated, as the case may be, as though such application
had not been made.

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

SECTION 11.02 Execution and Delivery of Guarantee.

            To further evidence the Guarantee set forth in Section 11.01, the
Guarantor hereby agrees that a notation relating to such Guarantee,
substantially in the form attached hereto as Annex A, shall be endorsed on each
Security entitled to the benefits of the Guarantee authenticated and delivered
by the Trustee and executed by either manual or facsimile signature of an
Officer of the General Partner. The Guarantor hereby agrees that the Guarantee
set forth in Section 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation relating to the Guarantee. If
any Officer of the General Partner, whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, the Guarantee of such Security shall be
valid nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantor.

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

SECTION 11.03 Limitation on Liability of the Guarantor.

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

                                       56


SECTION 11.04 Release of Guarantor from Guarantee..

            (a)   Notwithstanding any other provisions of this Indenture, the
Guarantee of the Guarantor may be released upon the terms and subject to the
conditions set forth in this Section 11.04. Provided that no Default shall have
occurred and shall be continuing under this Indenture, any Guarantee incurred by
the Guarantor pursuant to this Article XI shall be unconditionally released and
discharged (i) 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
the Guarantor (provided such sale, exchange or transfer is not prohibited by
this Indenture) or (B) the merger of the Guarantor into the Partnership or any
other Subsidiary or the liquidation and dissolution of the Guarantor (in each
case to the extent not prohibited by this Indenture) or (ii) following delivery
of a written notice of such release or discharge by the Partnership, the
Trustee, upon the release or discharge of all Guarantee by the Guarantor of any
Debt of the Partnership other than obligations arising under this Indenture and
any Securities issued hereunder, except a discharge or release by or as a result
of payment under such Guarantee.

            (b)   The Trustee shall deliver an appropriate instrument evidencing
any release of the Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel that the Guarantor is entitled to such release in accordance
with the provisions of this Indenture. If the Guarantor is not so released it
shall remain liable for the full amount of principal of (and premium, if any,
on) and interest on the Securities entitled to the benefits of such Guarantee as
provided in this Indenture, subject to the limitations of Section 11.03.

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.

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

SECTION 12.02 Notices.

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

                  If to the Partnership or the Guarantor:

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

                                       57


                  If to the Trustee:

                  Attn:
                  Telephone:
                  Facsimile:

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

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

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

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

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

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

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

SECTION 12.03 Communication by Holders with Other Holders.

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

SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Partnership or the Guarantor
to the Trustee to take any action under this Indenture, the Partnership or the
Guarantor, as the case may be,

                                       58


shall, if requested by the Trustee, furnish to the Trustee at the expense of the
Partnership or the Guarantor, as the case may be:

            (1)   an Officers' Certificate (which shall include the statements
      set forth in Section 12.05) stating that, in the opinion of the signers,
      all conditions precedent and covenants, if any, provided for in this
      Indenture relating to the proposed action have been complied with; and

            (2)   an Opinion of Counsel (which shall include the statements set
      forth in Section 12.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent and covenants have been complied
      with.

SECTION 12.05 Statements Required in Certificate or Opinion.

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

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

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

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

            (4)   a statement as to whether or not, in the opinion of such
      Person, such condition or covenant has been complied with.

SECTION 12.06 Rules by Trustee and Agents.

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

SECTION 12.07 Legal Holidays.

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

SECTION 12.08 No Recourse Against Others.

            A director, officer, employee, stockholder, partner or other owner
of the Partnership, the Guarantor or the Trustee, as such, shall not have any
liability for any obligations

                                       59


of the Partnership under the Securities, for any obligations of the Guarantor
under the Guarantee, or for any obligations of the Partnership, the Guarantor or
the Trustee under this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release shall be
part of the consideration for the issue of Securities.

SECTION 12.09 Governing Law.

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

SECTION 12.10 No Adverse Interpretation of Other Agreements.

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

SECTION 12.11 Successors.

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

SECTION 12.12 Severability.

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

SECTION 12.13 Counterpart Originals.

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

SECTION 12.14 Table of Contents, Headings, etc.

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

                                       60


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

                                     MARTIN MIDSTREAM PARTNERS L.P.

                                     By: Martin Midstream GP LLC,
                                          Its General Partner

                                     By: ________________________________
                                         Name: __________________________
                                         Title: _________________________

                                     [                      ], as Trustee

                                     By: ________________________________
                                         Name: __________________________
                                         Title: _________________________



                                                                         ANNEX A

                              NOTATION OF GUARANTEE

            If applicable pursuant to Section 2.01 hereof, the Guarantor (which
term includes any successor Person under the Indenture), has fully,
unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual
payment of the principal of, and premium, if any, and interest on the Securities
and all other amounts due and payable under the Indenture and the Securities by
the Partnership.

            If applicable pursuant to Section 2.01 hereof, the obligations of
the Guarantor to the Holders of Securities and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Articles X and XI of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Guarantee.

                                     MARTIN OPERATING PARTNERSHIP L.P.

                                     By: Martin Operating GP LLC,
                                          Its General Partner

                                     By: Martin Midstream Partners L.P.,
                                          Its Sole Member

                                     By: Martin Midstream GP LLC,
                                          Its General Partner

                                     By: ________________________________
                                         Name: __________________________
                                         Title: _________________________

EX-4.5

                                                                     EXHIBIT 4.5

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

                        MARTIN OPERATING PARTNERSHIP L.P.

                                                                       as Issuer

                         MARTIN MIDSTREAM PARTNERS L.P.

                                                                    as Guarantor

                                       and

                                 [           ]

                                                                      as Trustee

                        _________________________________

                                    Indenture

                       Dated as of _________________, 2004

                        _________________________________

                                 Debt Securities

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



                        MARTIN OPERATING PARTNERSHIP L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                 AND INDENTURE, DATED AS OF _____________, 2004



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


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

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

                                        i



                                TABLE OF CONTENTS



                                                                                                                   PAGE
                                                                                                                   ----
                                                                                                                
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................    1

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

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

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

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

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


                                       ii



                                                                                                                 
ARTICLE IV COVENANTS ............................................................................................   23

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

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

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

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

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

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

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

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

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



                                       iii



                                                                                                                 
ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................   44

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

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

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

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

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



                                       iv



            INDENTURE dated as of _____________, 2004 among Martin Operating
Partnership L.P., a Delaware limited partnership (the "Partnership"), Martin
Midstream Partners L.P., a Delaware limited partnership (the "Guarantor"), and
[              ], a ___________, as trustee (the "Trustee").

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

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

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

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

            "Agent" means any Registrar or Paying Agent.

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

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

                                        1


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

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

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

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

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

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

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

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

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

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

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

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

                                        2


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

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

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

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

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

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

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

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

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

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

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

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

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

            "Partnership" means the Person named as the "Partnership" in the
first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable

                                        3


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

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

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

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

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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

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

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

                                        4


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

            "Subsidiary" of any Person means:

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

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

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

            "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

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

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

                                        5


SECTION 1.02 Other Definitions.



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


SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04 Rules of Construction.

            Unless the context otherwise requires:

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

                                        6


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

            (3)   "or" is not exclusive;

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

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

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

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

            Obligations of the Partnership and the Guarantor under this
Indenture and the Securities hereunder are non-recourse to the General Partner,
and its respective Affiliates (other than the Partnership and the Guarantor),
and payable only out of cash flow and assets of the Partnership and the
Guarantor. The Trustee, and each Holder of a Security by its acceptance thereof,
will be deemed to have agreed in this Indenture that (1) neither the General
Partner nor its assets (nor any of its respective Affiliates other than the
Partnership and the Guarantor, nor its respective assets) shall be liable for
any of the obligations of the Partnership and the Guarantor under this Indenture
or such Securities, and (2) no director, officer, employee, partner or
unitholder, as such, of the Partnership and the Guarantor, the Trustee, the
General Partner or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Partnership and the
Guarantor under this Indenture or such Securities by reason of his, her or its
status.

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officers' Certificate of the General Partner or in
a Partnership Order, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

            (1)   the title of the Securities of the series (which shall
      distinguish the Securities of the series from the Securities of all other
      series);

            (2)   if there is to be a limit, the limit upon the aggregate
      principal amount of the Securities of the series that may be authenticated
      and delivered under this Indenture (except for Securities authenticated
      and delivered upon registration of transfer of, or in

                                        7


      exchange for, or in lieu of, other Securities of the series pursuant to
      Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any Securities
      which, pursuant to Section 2.04 or 2.17, are deemed never to have been
      authenticated and delivered hereunder); provided, however, that unless
      otherwise provided in the terms of the series, the authorized aggregate
      principal amount of such series may be increased before or after the
      issuance of any Securities of the series by a Board Resolution (or action
      pursuant to a Board Resolution) to such effect;

            (3)   whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form, as Global Securities
      or otherwise, and, if so, whether beneficial owners of interests in any
      such Global Security may exchange such interests for Securities of such
      series and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 2.17, and the initial Depositary and
      Security Custodian, if any, for any Global Security or Securities of such
      series;

            (4)   the manner in which any interest payable on a temporary Global
      Security on any Interest Payment Date will be paid if other than in the
      manner provided in Section 2.14;

            (5)   the date or dates on which the principal of and premium (if
      any) on the Securities of the series is payable or the method of
      determination thereof;

            (6)   the rate or rates, or the method of determination thereof, at
      which the Securities of the series shall bear interest, if any, whether
      and under what circumstances Additional Amounts with respect to such
      Securities shall be payable, the date or dates from which such interest
      shall accrue, the Interest Payment Dates on which such interest shall be
      payable and the record date for the interest payable on any Securities on
      any Interest Payment Date, or if other than provided herein, the Person to
      whom any interest on Securities of the series shall be payable;

            (7)   the place or places where, subject to the provisions of
      Section 4.02, the principal of, premium (if any) and interest on and any
      Additional Amounts with respect to the Securities of the series shall be
      payable;

            (8)   the period or periods within which, the price or prices
      (whether denominated in cash, securities or otherwise) at which and the
      terms and conditions upon which Securities of the series may be redeemed,
      in whole or in part, at the option of the Partnership, if the Partnership
      is to have that option, and the manner in which the Partnership must
      exercise any such option, if different from those set forth herein;

            (9)   whether Securities of the series are entitled to the benefits
      of any Guarantee of the Guarantor pursuant to this Indenture;

            (10)  the obligation, if any, of the Partnership to redeem, purchase
      or repay Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of a Holder thereof and the period
      or periods within which, the price or prices

                                        8


      (whether denominated in cash, securities or otherwise) at which and the
      terms and conditions upon which Securities of the series shall be
      redeemed, purchased or repaid in whole or in part pursuant to such
      obligation;

            (11)  if other than denominations of $1,000 and any integral
      multiple thereof, the denomination in which any Securities of that series
      shall be issuable;

            (12)  if other than Dollars, the currency or currencies (including
      composite currencies) or the form, including equity securities, other debt
      securities (including Securities), warrants or any other securities or
      property of the Partnership, the Guarantor or any other Person, in which
      payment of the principal of, premium (if any) and interest on and any
      Additional Amounts with respect to the Securities of the series shall be
      payable;

            (13)  if the principal of, premium (if any) or interest on or any
      Additional Amounts with respect to the Securities of the series are to be
      payable, at the election of the Partnership or a Holder thereof, in a
      currency or currencies (including composite currencies) other than that in
      which the Securities are stated to be payable, the currency or currencies
      (including composite currencies) in which payment of the principal of,
      premium (if any) and interest on and any Additional Amounts with respect
      to Securities of such series as to which such election is made shall be
      payable, and the periods within which and the terms and conditions upon
      which such election is to be made;

            (14)  if the amount of payments of principal of, premium (if any)
      and interest on and any Additional Amounts with respect to the Securities
      of the series may be determined with reference to any commodities,
      currencies or indices, values, rates or prices or any other index or
      formula, the manner in which such amounts shall be determined;

            (15)  if other than the entire principal amount thereof, the portion
      of the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 6.02;

            (16)  any additional means of satisfaction and discharge of this
      Indenture and any additional conditions or limitations to discharge with
      respect to Securities of the series and the related Guarantee pursuant to
      Article VIII or any modifications of or deletions from such conditions or
      limitations;

            (17)  any deletions or modifications of or additions to the Events
      of Default set forth in Section 6.01 or covenants of the Partnership or
      the Guarantor set forth in Article IV pertaining to the Securities of the
      series;

            (18)  any restrictions or other provisions with respect to the
      transfer or exchange of Securities of the series, which may amend,
      supplement, modify or supersede those contained in this Article II;

            (19)  if the Securities of the series are to be convertible into or
      exchangeable for capital stock, other debt securities (including
      Securities), warrants, other equity securities

                                        9


      or any other securities or property of the Partnership, the Guarantor or
      any other Person, at the option of the Partnership or the Holder or upon
      the occurrence of any condition or event, the terms and conditions for
      such conversion or exchange;

            (20)  whether the Securities of the series are to be entitled to the
      benefit of Section 4.03(b) (and accordingly constitute Rule 144A
      Securities); and

            (21)  any other terms of the series (which terms shall not be
      prohibited by the provisions of this Indenture).

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided, in the Officers' Certificate or
Partnership Order referred to above or in any such indenture supplemental
hereto.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
General Partner and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Partnership Order setting forth the terms of the
series.

SECTION 2.02 Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.

SECTION 2.03 Forms Generally.

            The Securities of each series shall be in fully registered form and
in substantially such form or forms (including temporary or permanent global
form) established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto. The Securities may have notations, legends or
endorsements required by law, securities exchange rule, the Partnership's
certificate of limited partnership, agreement of limited partnership or other
similar governing documents, agreements to which the Partnership is subject, if
any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Partnership). A copy of the Board Resolution establishing
the form or forms of Securities of any series shall be delivered to the Trustee
at or prior to the delivery of the Partnership Order contemplated by Section
2.04 for the authentication and delivery of such Securities.

            The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution thereof.

                                       10


            The Trustee's certificate of authentication shall be in
substantially the following form:

            "This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                     [                     ], as Trustee

                                     By: _____________________________________
                                              Authorized Signatory".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

            Two Officers of the General Partner shall sign the Securities on
behalf of the Partnership and, with respect to the Guarantee of the Securities,
two Officers of the General Partner shall sign the Securities on behalf of the
Guarantor, in each case by manual or facsimile signature.

            If an Officer of the General Partner whose signature is on a
Security no longer holds that office at the time the Security is authenticated,
the Security shall be valid nevertheless.

            A Security shall not be entitled to any benefit under this Indenture
or the related Guarantee or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Partnership, and the Partnership delivers such Security to the
Trustee for cancellation as provided in Section 2.13, together with a written
statement (which need not comply with Section 11.05 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Partnership, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture or the related Guarantee.

            At any time and from time to time after the execution and delivery
of this Indenture, the Partnership may deliver Securities of any series executed
by the Partnership and the Guarantor to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Partnership Order for the authentication and delivery of such Securities or
pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by Partnership Order. Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated, the name or names of the initial Holder or
Holders and any other terms of the Securities of such series not otherwise
determined. If provided for in such procedures, such Partnership Order may
authorize (1) authentication and delivery of Securities of such series for
original issue from time to time, with certain terms (including, without
limitation, the Maturity dates or dates, original issue date or dates and
interest rate or rates) that differ from Security to Security and (2) may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Partnership or its duly authorized agent, which
instructions shall be promptly confirmed in writing.

                                       11


            If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order
referred to above and the other documents required by Section 11.04), and
(subject to Section 7.01) shall be fully protected in relying upon:

            (a)   an Officers' Certificate setting forth the Board Resolution
      and, if applicable, an appropriate record of any action taken pursuant
      thereto, as contemplated by the last paragraph of Section 2.01; and

            (b)   an Opinion of Counsel to the effect that:

                  (i)   the form of such Securities has been established in
            conformity with the provisions of this Indenture;

                  (ii)  the terms of such Securities have been established in
            conformity with the provisions of this Indenture; and

                  (iii) that, when authenticated and delivered by the Trustee
            and issued by the Partnership in the manner and subject to any
            conditions specified in such Opinion of Counsel, such Securities and
            the related Guarantee will constitute valid and binding obligations
            of the Partnership and the Guarantor, respectively, enforceable
            against the Partnership and the Guarantor, respectively, in
            accordance with their respective terms, except as the enforceability
            thereof may be limited by applicable bankruptcy, insolvency,
            reorganization, moratorium, fraudulent conveyance or other similar
            laws in effect from time to time affecting the rights of creditors
            generally, and the application of general principles of equity
            (regardless of whether such enforceability is considered in a
            proceeding in equity or at law).

            If all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate and Opinion
of Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

            The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

            The Trustee may appoint an authenticating agent acceptable to the
Partnership to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Partnership, the Guarantor or an
Affiliate of the Partnership or the Guarantor.

            Each Security shall be dated the date of its authentication.

                                       12


SECTION 2.05 Registrar and Paying Agent.

            The Partnership shall maintain an office or agency for each series
of Securities where Securities of such series may be presented for registration
of transfer or exchange ("Registrar") and an office or agency where Securities
of such series may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities of such series and of their transfer and
exchange. The Partnership may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

            The Partnership shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Partnership shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Partnership may change any Paying Agent or
Registrar without notice to any Holder. If the Partnership fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Partnership, the Guarantor or any Subsidiary may act as Paying Agent
or Registrar.

            The Partnership initially appoints the Trustee as Registrar and
Paying Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

            The Partnership shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by
the Partnership in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. The Partnership at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. Upon payment over to the Trustee and upon accounting
for any funds disbursed, the Paying Agent (if other than the Partnership, the
Guarantor or a Subsidiary) shall have no further liability for the money. If the
Partnership, the Guarantor or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Each Paying Agent shall otherwise comply with
TIA Section 317(b).

SECTION 2.07 Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar with respect to a series of Securities, the Partnership shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Partnership shall otherwise comply with TIA  Section 312(a).

                                       13


SECTION 2.08 Transfer and Exchange.

            Except as set forth in Section 2.17 or as may be provided pursuant
to Section 2.01:

            When Securities of any series are presented to the Registrar with
the request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

            To permit registrations of transfers and exchanges, the Partnership
and the Guarantor shall execute and the Trustee shall authenticate Securities at
the Registrar's written request and submission of the Securities or Global
Securities. No service charge shall be made to a Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Partnership may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in
accordance with the provisions of Section 2.04. Notwithstanding any other
provisions of this Indenture to the contrary, the Partnership shall not be
required to register the transfer or exchange of (a) any Security selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part, or (b) any Security during the
period beginning 15 Business Days prior to the mailing of notice of any offer to
repurchase Securities of the series required pursuant to the terms thereof or of
redemption of Securities of a series to be redeemed and ending at the close of
business on the day of mailing.

SECTION 2.09 Replacement Securities.

            If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Partnership and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of such Security, the Partnership shall issue,
and the Guarantor shall execute and the Trustee shall authenticate a replacement
Security of the same series if the Trustee's requirements are met. If any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Partnership in its discretion may, instead of issuing a new
Security, pay such Security. If required by the Trustee, the Guarantor or the
Partnership, such Holder must furnish an indemnity bond that is sufficient in
the judgment of the Trustee and the Partnership to protect the Partnership, the
Guarantor, the Trustee, any Agent or any authenticating agent from any loss that
any of them may suffer if a Security is replaced. The Partnership and the
Trustee may charge a Holder for their expenses in replacing a Security.

            Every replacement Security is an additional obligation of the
Partnership.

                                       14


SECTION 2.10 Outstanding Securities.

            The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

            If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

            A Security does not cease to be outstanding because the Partnership,
the Guarantor or an Affiliate of the Partnership or the Guarantor holds the
Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
             Securities.

            In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Partnership by reference to
the noon buying rate in The City of New York for cable transfers for such
currency, as such rate is certified for customs purposes by the Federal Reserve
Bank of New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Partnership by reference
to the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Partnership, the Guarantor or any other obligor upon the Securities
or any Affiliate of the Partnership, of the Guarantor or of such other obligor
shall be disregarded, except that, for the purpose of determining whether the
Trustee shall be protected in relying upon any such direction, amendment,
supplement, waiver or consent, only Securities that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

            Until definitive Securities of any series are ready for delivery,
the Partnership may prepare, the Guarantor shall execute and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities, but may have variations that the
Partnership considers appropriate for temporary Securities. Without unreasonable
delay, the Partnership shall prepare, the Guarantor shall execute and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

                                       15


SECTION 2.13 Cancellation.

            The Partnership or the Guarantor at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange, payment or redemption or for credit against any sinking fund
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, redemption, replacement or cancellation or for
credit against any sinking fund. Unless the Partnership shall direct in writing
that canceled Securities be returned to it, after written notice to the
Partnership all canceled Securities held by the Trustee shall be disposed of in
accordance with the usual disposal procedures of the Trustee, and the Trustee
shall maintain a record of their disposal. The Partnership may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

            Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Partnership will pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities in
Dollars. Such amounts shall be payable at the offices of the Trustee or any
Paying Agent, provided that at the option of the Partnership, the Partnership
may pay such amounts (1) by wire transfer with respect to Global Securities or
(2) by check payable in such money mailed to a Holder's registered address with
respect to any Securities.

            If the Partnership defaults in a payment of interest on the
Securities of any series, the Partnership shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest on the defaulted
interest, in each case at the rate provided in the Securities of such series and
in Section 4.01. The Partnership may pay the defaulted interest to the Persons
who are Holders on a subsequent special record date. At least 15 days before any
special record date selected by the Partnership, the Partnership (or the
Trustee, in the name of and at the expense of the Partnership upon 20 days'
prior written notice from the Partnership setting forth such special record date
and the interest amount to be paid) shall mail to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.15 Persons Deemed Owners.

            The Partnership, the Guarantor, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Partnership,
the Guarantor, the Trustee, any Agent or any authenticating agent shall be
affected by any notice to the contrary.

                                       16


SECTION 2.16 Computation of Interest.

            Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

            If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Partnership Order to be delivered to the Trustee pursuant to Section 2.04 or
(ii) otherwise in accordance with written instructions or such other written
form of instructions as is customary for the Depositary for such Security, from
such Depositary or its nominee on behalf of any Person having a beneficial
interest in such Global Security. Subject to the provisions of Section 2.04 and,
if applicable, Section 2.12, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified in such Security or in the applicable
Partnership Order. With respect to the Securities of any series that are
represented by a Global Security, the Partnership and the Guarantor authorize
the execution and delivery by the Trustee of a letter of representations or
other similar agreement or instrument in the form customarily provided for by
the Depositary appointed with respect to such Global Security. Any Global
Security may be deposited with the Depositary or its nominee, or may remain in
the custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Partnership Order has been, or simultaneously is, delivered,
any instructions by the Partnership with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 11.05 and need not be accompanied by an Opinion of Counsel.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee or the Security Custodian
as its custodian, or under such Global Security, and the Depositary may be
treated by the Partnership, the Guarantor, the Trustee or the Security Custodian
and any agent of the Partnership, the Guarantor, the Trustee or the Security
Custodian as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Global
Security of a series may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii)
nothing herein shall prevent the Partnership, the Guarantor, the Trustee or the
Security Custodian, or any

                                       17


agent of the Partnership, the Guarantor, the Trustee or the Security Custodian,
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a beneficial owner of any Security.

            Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01: Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Partnership that it is unwilling or
unable to continue as Depositary for the Global Security and a successor
Depositary is not appointed by the Partnership within 90 days of such notice,
(2) an Event of Default has occurred with respect to such series and is
continuing and the Registrar has received a request from the Depositary to issue
Securities in lieu of all or a portion of the Global Security (in which case the
Partnership shall deliver Securities within 30 days of such request) or (3) the
Partnership determines not to have the Securities represented by a Global
Security.

            In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Partnership and the Guarantor shall execute, and the
Trustee upon receipt of a Partnership Order for the authentication and delivery
of Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

            In connection with the transfer of all the beneficial interests in a
Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Partnership and the Guarantor shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.

            Neither the Partnership, the Guarantor nor the Trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such
Securities. Neither the Partnership, the Guarantor nor the Trustee shall be
liable for any delay by the related Global Security Holder or the Depositary in
identifying the beneficial owners, and each such Person may conclusively rely
on, and shall be protected in relying on, instructions from such Global Security
Holder or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the
Securities to be issued).

            The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Partnership and the Partnership or the Guarantor
delivers to the Trustee the Global Security

                                       18


together with written instructions (which need not comply with Section 11.05 and
need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

            Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest on and any Additional Amounts with respect to any
Global Security shall be made to the Person or Persons specified therein.

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

            Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02 Notice to the Trustee.

            If the Partnership elects to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and the principal amount of Securities of such series to be redeemed. The
Partnership shall so notify the Trustee at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee) by
delivering to the Trustee an Officers' Certificate stating that such redemption
will comply with the provisions of this Indenture and of the Securities of such
series. Any such notice may be canceled at any time prior to the mailing of such
notice of such redemption to any Holder and shall thereupon be void and of no
effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

            If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem fair
and appropriate and that may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of Global Securities of
such series.

            The Trustee shall promptly notify the Partnership and the Registrar
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

                                       19


            For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any of the Securities redeemed or to be redeemed only in part, to
the portion of the principal amount thereof which has been or is to be redeemed.

SECTION 3.04 Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

            All notices of redemption shall identify the Securities to be
redeemed and shall state:

            (1)   the Redemption Date;

            (2)   the Redemption Price;

            (3)   that, unless the Partnership and the Guarantor default in
      making the redemption payment, interest on Securities called for
      redemption ceases to accrue on and after the Redemption Date, and the only
      remaining right of the Holders of such Securities is to receive payment of
      the Redemption Price upon surrender to the Paying Agent of the Securities
      redeemed;

            (4)   if any Security is to be redeemed in part, the portion of the
      principal amount thereof to be redeemed and that on and after the
      Redemption Date, upon surrender for cancellation of such Security to the
      Paying Agent, a new Security or Securities in the aggregate principal
      amount equal to the unredeemed portion thereof will be issued without
      charge to the Holder;

            (5)   that Securities called for redemption must be surrendered to
      the Paying Agent to collect the Redemption Price and the name and address
      of the Paying Agent;

            (6)   that the redemption is for a sinking or analogous fund, if
      such is the case; and

            (7)   the CUSIP number, if any, relating to such Securities.

            Notice of redemption of Securities to be redeemed at the election of
the Partnership shall be given by the Partnership or, at the Partnership's
written request, by the Trustee in the name and at the expense of the
Partnership.

SECTION 3.05 Effect of Notice of Redemption.

            Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price, but interest

                                       20


installments whose maturity is on or prior to such Redemption Date will be
payable on the relevant Interest Payment Dates to the Holders of record at the
close of business on the relevant record dates specified pursuant to Section
2.01.

SECTION 3.06 Deposit of Redemption Price.

            On or prior to 11:00 a.m., New York City time, on any Redemption
Date, the Partnership or the Guarantor shall deposit with the Trustee or the
Paying Agent (or, if the Partnership or the Guarantor is acting as the Paying
Agent, segregate and hold in trust as provided in Section 2.06) an amount of
money in same day funds sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on
and any Additional Amounts with respect to, the Securities or portions thereof
which are to be redeemed on that date, other than Securities or portions thereof
called for redemption on that date which have been delivered by the Partnership
or the Guarantor to the Trustee for cancellation.

            If the Partnership or the Guarantor complies with the preceding
paragraph, then, unless the Partnership and the Guarantor default in the payment
of such Redemption Price, interest on the Securities to be redeemed will cease
to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, any Additional Amounts, and, to the
extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07 Securities Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Partnership and the Guarantor shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities, of the same series and of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed.

SECTION 3.08 Purchase of Securities.

            Unless otherwise specified as contemplated by Section 2.01, the
Partnership, the Guarantor and any Affiliate of the Partnership or the Guarantor
may, subject to applicable law, at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Any such acquisition
shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Partnership or the Guarantor may be delivered to the Trustee
and, upon such delivery, the indebtedness represented thereby shall be deemed to
be satisfied. Section 2.13 shall apply to all Securities so delivered.

                                       21


SECTION 3.09 Mandatory and Optional Sinking Funds.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

            The Partnership or the Guarantor may deliver outstanding Securities
of a series (other than any previously called for redemption) and may apply as a
credit Securities of a series that have been redeemed either at the election of
the Partnership pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such series of Securities; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 3.11 Redemption of Securities for Sinking Fund.

            Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to
Section 3.10 and will also deliver or cause to be delivered to the Trustee any
Securities to be so delivered. Failure of the Partnership to timely deliver or
cause to be delivered such Officers' Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute the
election of the Partnership (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Partnership will make no optional
sinking fund payment with respect to such series as provided in this Section
3.11.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Partnership shall so request with respect to the Securities of
any particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with

                                       22


accrued interest to the date fixed for redemption. If such amount shall be
$100,000 (or the Dollar equivalent thereof as aforesaid) or less and the
Partnership makes no such request then it shall be carried over until a sum in
excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available.
Not less than 30 days before each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.03 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Partnership in the
manner provided in Section 3.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

            The Partnership shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of such series
and in this Indenture. Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent (other than the
Partnership, the Guarantor or a Subsidiary) holds on that date money deposited
by the Partnership or the Guarantor designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.

            The Partnership shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

            The Partnership will maintain in each Place of Payment for any
series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be
presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon the
Partnership or the Guarantor in respect of the Securities of that series and
this Indenture may be served. Unless otherwise designated by the Partnership by
written notice to the Trustee and the Guarantor, such office or agency shall be
the office of the Trustee in The City of New York, which on the date hereof is
located at ______________________________. The Partnership will give prompt
written notice to the Trustee and the Guarantor of the location, and any change
in the location, of such office or agency. If at any time the Partnership shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee and the Guarantor with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                                       23


            The Partnership may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Partnership of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Partnership will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

SECTION 4.03 SEC Reports; Financial Statements.

            (a)   If the Partnership or the Guarantor is subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Partnership or the
Guarantor, as the case may be, shall file with the Trustee, within 15 days after
it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) that the
Partnership or the Guarantor is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. If this Indenture is qualified under
the TIA, but not otherwise, the Partnership and the Guarantor shall also comply
with the provisions of TIA Section 314(a). Delivery of such reports, information
and documents to the Trustee shall be for informational purposes only, and the
Trustee's receipt thereof shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Partnership's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates or certificates delivered pursuant to Section 4.04).

            (b)   If neither the Partnership nor the Guarantor is subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Partnership, the
Guarantor shall furnish to all Holders of Rule 144A Securities and prospective
purchasers of Rule 144A Securities designated by the Holders of Rule 144A
Securities, promptly upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of
1933, as amended.

SECTION 4.04 Compliance Certificate.

            (a)   Each of the Partnership and the Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a statement signed
by an Officer of the General Partner, which need not constitute an Officers'
Certificate, complying with TIA Section 314(a)(4) and stating that in the course
of performance by the signing Officer of his duties as such Officer of the
General Partner, he would normally obtain knowledge of the keeping, observing,
performing and fulfilling by the Partnership or the Guarantor, as the case may
be, of its obligations under this Indenture, and further stating that to the
best of his knowledge the Partnership or the Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Partnership or the
Guarantor, as the case may be, is taking or proposes to take with respect
thereto).

                                       24


            (b)   The Partnership or the Guarantor shall, so long as Securities
of any series are outstanding, deliver to the Trustee, forthwith upon any
Officer of the General Partner, becoming aware of any Default or Event of
Default under this Indenture, an Officers' Certificate specifying such Default
or Event of Default and what action the Partnership or the Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

SECTION 4.05 Existence.

            Subject to Article V, each of the Partnership and the Guarantor
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its existence.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

            Each of the Partnership and the Guarantor covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury law or other law that would prohibit or forgive it
from paying all or any portion of the principal of or interest on the Securities
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) each of the Partnership and the Guarantor
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 4.07 Additional Amounts.

            If the Securities of a series expressly provide for the payment of
Additional Amounts, the Partnership will pay to the Holder of any Security of
such series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

            Neither the Partnership nor the Guarantor shall, in any transaction
or series of transactions, consolidate with or merge into any Person, or sell,
lease, convey, transfer or otherwise dispose of all or substantially all of its
assets to any Person (other than a consolidation or merger of the Partnership
and the Guarantor, the Partnership and a Subsidiary, the Guarantor and a
Subsidiary or a sale, lease, conveyance, transfer or other disposition of all or
substantially

                                       25


all of the assets of the Partnership to the Guarantor, the Guarantor to the
Partnership, the Partnership to a Subsidiary, a Subsidiary to the Partnership,
the Guarantor to a Subsidiary, or a Subsidiary to the Guarantor, unless:

            (1)   either (a) the Partnership or the Guarantor, as the case may
      be, shall be the continuing Person or (b) the Person (if other than the
      Partnership, the Guarantor) formed by such consolidation or into which the
      Partnership or the Guarantor is merged, or to which such sale, lease,
      conveyance, transfer or other disposition shall be made (collectively, the
      "Successor"), is organized and validly existing under the laws of the
      United States, any political subdivision thereof or any State thereof or
      the District of Columbia, and expressly assumes by supplemental indenture,
      in the case of the Partnership, the due and punctual payment of the
      principal of, premium (if any) and interest on and any Additional Amounts
      with respect to all the Securities and the performance of the
      Partnership's covenants and obligations under this Indenture and the
      Securities, or, in the case of the Guarantor, the performance of the
      Guarantee and the Guarantor's covenants and obligations under this
      Indenture and the Securities;

            (2)   immediately after giving effect to such transaction or series
      of transactions, no Default or Event of Default shall have occurred and be
      continuing or would result therefrom; and

            (3)   the Partnership or the Guarantor, as the case may be, delivers
      to the Trustee an Officers' Certificate and an Opinion of Counsel, each
      stating that the transaction and such supplemental indenture comply with
      this Indenture.

SECTION 5.02 Successor Person Substituted.

            Upon any consolidation or merger of the Partnership or the
Guarantor, as the case may be, or any sale, lease, conveyance, transfer or other
disposition of all or substantially all of the assets of the Partnership or the
Guarantor in accordance with Section 5.01, the Successor formed by such
consolidation or into or with which the Partnership or the Guarantor is merged
or to which such sale, lease, conveyance, transfer or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of the Partnership or the Guarantor, as the case may be, under this Indenture
and the Securities with the same effect as if such Successor had been named as
the Partnership or the Guarantor, as the case may be, herein and the predecessor
Partnership or the Guarantor, in the case of a sale, conveyance, transfer or
other disposition, shall be released from all obligations under this Indenture,
the Securities and, in the case of the Guarantor, the Guarantee.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

            Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

                                       26




                  (1)   there is a default in the payment of interest on or any
      Additional Amounts with respect to any Security of that series when the
      same becomes due and payable and such default continues for a period of 30
      days;

                  (2)   there is a default in the payment of the principal of or
      premium, if any, on any Securities of that series as and when the same
      shall become due and payable, whether at Stated Maturity, upon redemption,
      by declaration, upon required repurchase or otherwise;

                  (3)   there is a default in the payment of any sinking fund
      payment with respect to any Securities of that series as and when the same
      shall become due and payable;

                  (4)   there is a failure on the part of the Partnership, or if
      any series of Securities outstanding under this Indenture is entitled to
      the benefits of a Guarantee by the Guarantor, the Guarantor, duly to
      observe or perform any other of the covenants or agreements on the part of
      the Partnership, or if applicable, the Guarantor, in the Securities of
      that series, in any resolution of the Board of Directors authorizing the
      issuance of that series of Securities, in this Indenture with respect to
      such series or in any supplemental Indenture with respect to such series
      (other than a default in the performance of a covenant which is
      specifically dealt with elsewhere in this Section 6.01), continuing for a
      period of 60 days after the date on which written notice specifying such
      failure and requiring the Partnership, or if applicable, the Guarantor, to
      remedy the same shall have been given, by registered or certified mail, to
      the Partnership, or if applicable, the Guarantor, by the Trustee or to the
      Partnership, or if applicable, the Guarantor, and the Trustee by the
      Holders of at least 25% in aggregate principal amount of the Securities of
      that series at the time outstanding;

                  (5)   the Partnership, or if any series of Securities
      outstanding under this Indenture is entitled to the benefits of a
      Guarantee by the Guarantor, the Guarantor, pursuant to or within the
      meaning of any Bankruptcy Law:

                  (A)   commences a voluntary case,

                  (B)   consents to the entry of an order for relief against it
            in an involuntary case,

                  (C)   consents to the appointment of a Bankruptcy Custodian of
            it or for all or substantially all of its property, or

                  (D)   makes a general assignment for the benefit of its
            creditors;

                  (6)   a court of competent jurisdiction enters an order or
      decree under any Bankruptcy Law that remains unstayed and in effect for 60
      days and that:

                  (A)   is for relief against the Partnership or the Guarantor
            as debtor in an involuntary case,

                                       27


                  (B)   appoints a Bankruptcy Custodian of the Partnership or
            the Guarantor or a Bankruptcy Custodian for all or substantially all
            of the property of the Partnership or the Guarantor, or

                  (C)   orders the liquidation of the Partnership or the
            Guarantor;

                  (7)   If any series of Securities outstanding under this
      Indenture is entitled to the benefits of a Guarantee by the Guarantor, the
      Guarantor ceases to be in full force and effect with respect to Securities
      of that series (except as otherwise provided in this Indenture) or is
      declared null and void in a judicial proceeding or the Guarantor (if
      applicable) denies or disaffirms its obligations under this Indenture or
      such Guarantee; or

                  (8)   any other Event of Default provided with respect to
      Securities of that series occurs.

            The term "Bankruptcy Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

            The Trustee shall not be deemed to know or have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture.

            When a Default is cured, it ceases.

            Notwithstanding the foregoing provisions of this Section 6.01, if
the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Partnership or the Guarantor for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control of
the Partnership or the Guarantor (a "Conversion Event"), each of the Partnership
and the Guarantor will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar
equivalent of the amount payable in such other currency, as determined by the
Partnership or the Guarantor making such payment, as the case may be, by
reference to the Exchange Rate on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

            Promptly after the occurrence of a Conversion Event, the Partnership
or the Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 11.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Partnership or the
Guarantor making such payment, as the case may be, shall give notice in the

                                       28


manner provided in Section 11.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.

            A Default under clause (4) or (8) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Partnership and the Guarantor,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Partnership or the Guarantor and
the Trustee, of the Default, and the Partnership or the Guarantor, as the case
may be, fails to cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

            If an Event of Default with respect to any Securities of any series
at the time outstanding (other than an Event of Default specified in clause (5)
or (6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Partnership and the Guarantor, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Event
of Default (or, in the case of an Event of Default described in clause (4) of
Section 6.01, if outstanding Securities of other series are affected by such
Event of Default, then at least 25% in principal amount of the then outstanding
Securities so affected) by notice to the Partnership, the Guarantor and the
Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) and all accrued and unpaid interest on
all then outstanding Securities of such series or of all series, as the case may
be, to be due and payable. Upon any such declaration, the amounts due and
payable on the Securities shall be due and payable immediately. If an Event of
Default specified in clause (5) or (6) of Section 6.01 hereof occurs, such
amounts shall ipso facto become and be immediately due and payable without any
declaration, notice or other act on the part of the Trustee or any Holder. The
Holders of a majority in principal amount of the then outstanding Securities of
the series affected by such Event of Default or all series, as the case may be,
by written notice to the Trustee may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or
any Additional Amounts with respect to the Securities) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
with respect to Securities of that series (or of all series, as the case may be)
have been cured or waived, except nonpayment of principal, premium, interest or
any Additional Amounts that has become due solely because of the acceleration.

SECTION 6.03 Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall

                                       29


not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to the Trustee may waive an existing or
past Default or Event of Default with respect to such series or all series, as
the case may be, and its consequences (including waivers obtained in connection
with a tender offer or exchange offer for Securities of such series or all
series or a solicitation of consents in respect of Securities of such series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of such series or all series (but the
terms of such offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05 Control by Majority.

            With respect to Securities of any series, the Holders of a majority
in principal amount of the then outstanding Securities of such series may direct
in writing the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

SECTION 6.06 Limitations on Suits.

            Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

            (1)   the Holder gives to the Trustee written notice of a continuing
      Event of Default with respect to such series;

                                       30


            (2)   the Holders of at least 25% in principal amount of the then
      outstanding Securities of such series make a written request to the
      Trustee to pursue the remedy;

            (3)   such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

            (4)   the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

            (5)   during such 60-day period the Holders of a majority in
      principal amount of the Securities of that series do not give the Trustee
      a direction inconsistent with the request.

            A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07 Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

            If an Event of Default specified in clause (1) or (2) of Section
6.01 hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the
Partnership or the Guarantor for the amount of principal, premium (if any),
interest and any Additional Amounts remaining unpaid on the Securities of the
series affected by the Event of Default, and interest on overdue principal and
premium, if any, and, to the extent lawful, interest on overdue interest, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Partnership or the Guarantor or their respective creditors or
properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the

                                       31


Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. To the extent that the payment of
any such compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders of the Securities may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 6.10 Priorities.

            If the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

            First: to the Trustee for amounts due under Section 7.07;

            Second: to Holders for amounts due and unpaid on the Securities in
      respect of which or for the benefit of which such money has been
      collected, for principal, premium (if any), interest and any Additional
      Amounts ratably, without preference or priority of any kind, according to
      the amounts due and payable on such Securities for principal, premium (if
      any), interest and any Additional Amounts, respectively; and

            Third: to the Partnership.

            The Trustee, upon prior written notice to the Partnership, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

            To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Partnership or the Guarantor in any
court it is necessary to convert the sum due in respect of the principal of,
premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the Business Day in The City of New York next preceding
that on which final judgment is given. Neither the Partnership, the Guarantor
nor the Trustee shall be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section 6.10 caused by
a change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section 6.10 to Holders
of Securities, but payment of such judgment shall discharge all amounts owed by
the Partnership and the Guarantor on the claim or claims underlying such
judgment.

                                       32


SECTION 6.11 Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

            (a)   If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in such exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

            (b)   Except during the continuance of an Event of Default with
respect to the Securities of any series:

            (1)   the Trustee need perform only those duties that are
      specifically set forth in this Indenture and no others, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2)   in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine such certificates and opinions to
      determine whether, on their face, they appear to conform to the
      requirements of this Indenture.

            (c)   The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (1)   this paragraph does not limit the effect of Section 7.01(b);

            (2)   the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it is proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (3)   the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

                                       33


            (d)   Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

            (e)   No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

            (f)   The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Partnership
and the Guarantor. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

SECTION 7.02 Rights of Trustee.

            (a)   The Trustee may conclusively rely on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

            (b)   Before the Trustee acts or refrains from acting, it may
require instruction, an Officers' Certificate or an Opinion of Counsel or both
to be provided. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Partnership's expense with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

            (c)   The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

            (d)   The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

            (e)   Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Partnership or the Guarantor shall
be sufficient if signed by an Officer of the General Partner.

            (f)   The Trustee shall not be obligated to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document.

            (g)   The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

                                       34


            (h)   The Trustee may request that the Partnership deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

SECTION 7.03 May Hold Securities.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Partnership, the
Guarantor or any of their respective Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights and
duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Partnership's use of the proceeds from the Securities or any money paid to the
Partnership or the Guarantor or upon the Partnership's or the Guarantor's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

            If a Default or Event of Default with respect to the Securities of
any series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06 Reports by Trustee to Holders.

            Within 60 days after each September 15 of each year after the
execution of this Indenture, the Trustee shall mail to Holders of a series, the
Guarantor and the Partnership a brief report dated as of such reporting date
that complies with TIA Section 313(a); provided, however, that if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date with respect to a series, no report need be transmitted to
Holders of such series. The Trustee also shall comply with TIA Section 313(b).
The Trustee shall also transmit by mail all reports if and as required by TIA
Sections 313(c) and 313(d).

            A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Partnership or the Guarantor with the
SEC and each securities exchange, if any, on which the Securities of such series
are listed. The Partnership shall notify the Trustee if and when any series of
Securities is listed on any securities exchange.

                                       35


SECTION 7.07 Compensation and Indemnity.

            The Partnership agrees to pay to the Trustee for its acceptance of
this Indenture and services hereunder such compensation as the Partnership and
the Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Partnership agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

            The Partnership hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the
Guarantor promptly of any claim for which it may seek indemnity. The Partnership
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Partnership shall pay the reasonable
fees and expenses of such counsel. The Partnership need not pay for any
settlement made without its consent.

            The Partnership shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

            To secure the payment obligations of the Partnership in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, premium (if any) and interest on and any Additional Amounts with
respect to Securities of any series. Such lien and the Partnership's obligations
under this Section 7.07 shall survive the satisfaction and discharge of this
Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

            The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Partnership and the
Guarantor. The Holders of a majority in principal amount of the then outstanding
Securities of any series may remove the Trustee with respect to the Securities
of such series by so notifying the Trustee, the Partnership and the Guarantor.
The Partnership may remove the Trustee if:

            (1)   the Trustee fails to comply with Section 7.10;

                                       36


            (2)   the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3)   a Bankruptcy Custodian or public officer takes charge of the
      Trustee or its property; or

            (4)   the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Partnership shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.

            If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Partnership), the Partnership, the Guarantor or the Holders of at least 10% in
principal amount of the then outstanding Securities of such series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

            If the Trustee with respect to the Securities of a series fails to
comply with Section 7.10, any Holder of Securities of such series may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the Securities of such
series.

            In case of the appointment of a successor Trustee with respect to
all Securities, each such successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee, to the Partnership and to the
Guarantor. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

            In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Partnership, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring

                                       37


shall continue to be vested in the retiring Trustee and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee. Nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust, and each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee. Upon the execution and
delivery of such supplemental indenture, the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee shall have all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates. On request of the Partnership
or any successor Trustee, such retiring Trustee shall transfer to such successor
Trustee all property held by such retiring Trustee as Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates. Such retiring Trustee shall, however, have the right
to deduct its unpaid fees and expenses, including attorneys' fees.

            Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Partnership under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

            Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

            In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by federal or state (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

                                       38


            The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 7.11 Preferential Collection of Claims Against the Partnership and the
             Guarantor.

            The Trustee is subject to and shall comply with the provisions of
TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of the Partnership's or the Guarantor's Obligations.

            (a)   This Indenture shall cease to be of further effect with
respect to the Securities of a series (except that the Partnership's obligations
under Section 7.07, the Trustee's and Paying Agent's obligations under Section
8.03 and the rights, powers, protections and privileges accorded the Trustee
under Article VII shall survive), and the Trustee and the Guarantor, on demand
of the Partnership, shall execute proper instruments acknowledging the
satisfaction and discharge of this Indenture with respect to the Securities of
such series, when:

            (1)   either:

                  (A)   all outstanding Securities of such series theretofore
            authenticated and issued (other than destroyed, lost or stolen
            Securities that have been replaced or paid) have been delivered to
            the Trustee for cancellation; or

                  (B)   all outstanding Securities of such series not
            theretofore delivered to the Trustee for cancellation:

                        (i)   have become due and payable, or

                        (ii)  will become due and payable at their Stated
                              Maturity within one year, or

                        (iii) are to be called for redemption within one year
                              under arrangements satisfactory to the Trustee for
                              the giving of notice of redemption by the Trustee
                              in the name, and at the expense, of the
                              Partnership,

            and, in the case of clause (i), (ii) or (iii) above, the Partnership
            or the Guarantor has irrevocably deposited or caused to be deposited
            with the Trustee as funds (immediately available to the Holders in
            the case of clause (i)) in trust for such purpose (x) cash in an
            amount, or (y) Government Obligations, maturing as to

                                       39


            principal and interest at such times and in such amounts as will
            ensure the availability of cash in an amount or (z) a combination
            thereof, which will be sufficient, in the opinion (in the case of
            clauses (y) and (z)) of a nationally recognized firm of independent
            public accountants expressed in a written certification thereof
            delivered to the Trustee, to pay and discharge the entire
            indebtedness on the Securities of such series for principal and
            interest to the date of such deposit (in the case of Securities
            which have become due and payable) or for principal, premium, if
            any, and interest to the Stated Maturity or Redemption Date, as the
            case may be; or

                  (C)   the Partnership and the Guarantor have properly
            fulfilled such other means of satisfaction and discharge as is
            specified, as contemplated by Section 2.01, to be applicable to the
            Securities of such series;

            (2)   the Partnership or the Guarantor has paid or caused to be paid
      all other sums payable by them hereunder with respect to the Securities of
      such series; and

            (3)   the Partnership has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, together with an Opinion of Counsel to the same
      effect.

            (b)   Unless this Section 8.01(b) is specified as not being
applicable to Securities of a series as contemplated by Section 2.01, the
Partnership may, at its option, terminate certain of its, and the Guarantor's
respective obligations under this Indenture ("covenant defeasance") with respect
to the Securities of a series if:

            (1)   the Partnership or the Guarantor has irrevocably deposited or
      caused to be irrevocably deposited with the Trustee as trust funds in
      trust for the purpose of making the following payments, specifically
      pledged as security for and dedicated solely to the benefit of the Holders
      of Securities of such series, (i) money in the currency in which payment
      of the Securities of such series is to be made in an amount, or (ii)
      Government Obligations with respect to such series, maturing as to
      principal and interest at such times and in such amounts as will ensure
      the availability of money in the currency in which payment of the
      Securities of such series is to be made in an amount or (iii) a
      combination thereof, that is sufficient, in the opinion (in the case of
      clauses (ii) and (iii)) of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay the principal of and premium (if any) and interest
      on all Securities of such series on each date that such principal, premium
      (if any) or interest is due and payable and (at the Stated Maturity
      thereof or upon redemption as provided in Section 8.01(e)) to pay all
      other sums payable by it hereunder; provided that the Trustee shall have
      been irrevocably instructed to apply such money and/or the proceeds of
      such Government Obligations to the payment of said principal, premium (if
      any) and interest with respect to the Securities of such series as the
      same shall become due;

                                       40


            (2)   the Partnership has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, and an Opinion of Counsel to the same effect;

            (3)   no Default or Event of Default with respect to the Securities
      of such series shall have occurred and be continuing on the date of such
      deposit;

            (4)   the Partnership shall have delivered to the Trustee an Opinion
      of Counsel from a nationally recognized counsel acceptable to the Trustee
      or a tax ruling to the effect that the Holders will not recognize income,
      gain or loss for U.S. Federal income tax purposes as a result of the
      Partnership's exercise of its option under this Section 8.01(b) and will
      be subject to U.S. Federal income tax on the same amount and in the same
      manner and at the same times as would have been the case if such option
      had not been exercised;

            (5)   the Partnership and the Guarantor have complied with any
      additional conditions specified pursuant to Section 2.01 to be applicable
      to the discharge of Securities of such series pursuant to this Section
      8.01; and

            (6)   such deposit and discharge shall not cause the Trustee to have
      a conflicting interest as defined in TIA Section 310(b).

            In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee and the Guarantor, on
demand of the Partnership, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture. However, the Partnership's, the
Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 10.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Partnership's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

            After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Partnership's and the
Guarantor's obligations under this Indenture with respect to the Securities of
such series except for those surviving obligations specified above.

            In order to have money available on a payment date to pay principal
of or premium (if any) or interest on the Securities, the Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. Government Obligations shall
not be callable at the issuer's option.

            (c)   If the Partnership and the Guarantor have previously complied
or are concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to

                                       41


Securities of such series as contemplated by Section 2.01, the Partnership may
elect that its, and the Guarantor's respective obligations to make payments with
respect to Securities of such series be discharged ("legal defeasance"), if:

            (1)   no Default or Event of Default under clauses (5) and (6) of
      Section 6.01 hereof shall have occurred at any time during the period
      ending on the 91st day after the date of deposit contemplated by Section
      8.01(b) (it being understood that this condition shall not be deemed
      satisfied until the expiration of such period);

            (2)   unless otherwise specified with respect to Securities of such
      series as contemplated by Section 2.01, the Partnership has delivered to
      the Trustee an Opinion of Counsel from a nationally recognized counsel
      acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
      with respect to such legal defeasance, which opinion is based on (i) a
      private ruling of the Internal Revenue Service addressed to the
      Partnership, (ii) a published ruling of the Internal Revenue Service
      pertaining to a comparable form of transaction or (iii) a change in the
      applicable federal income tax law (including regulations) after the date
      of this Indenture;

            (3)   the Partnership and the Guarantor have complied with any other
      conditions specified pursuant to Section 2.01 to be applicable to the
      legal defeasance of Securities of such series pursuant to this Section
      8.01(c); and

            (4)   the Partnership has delivered to the Trustee a Partnership
      Request requesting such legal defeasance of the Securities of such series
      and an Officers' Certificate stating that all conditions precedent with
      respect to such legal defeasance of the Securities of such series have
      been complied with, together with an Opinion of Counsel to the same
      effect.

            In such event, the Partnership and the Guarantor will be discharged
from their respective obligations under this Indenture and the Securities of
such series to pay principal of, premium (if any) and interest on, and any
Additional Amounts with respect to, Securities of such series, the
Partnership's, the Guarantor's respective obligations under Sections 4.01, 4.02
and 10.01 shall terminate with respect to such Securities, and the entire
indebtedness of the Partnership evidenced by such Securities and of the
Guarantor evidenced by the related Guarantee shall be deemed paid and
discharged.

            (d)   If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Partnership and the Guarantor may terminate any or all of its obligations under
this Indenture with respect to Securities of a series and any or all of its
obligations under the Securities of such series if it fulfills such other means
of satisfaction and discharge as may be so specified, as contemplated by Section
2.01, to be applicable to the Securities of such series.

            (e)   If Securities of any series subject to subsections (a), (b),
(c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions,

                                       42


the terms of the applicable trust arrangement shall provide for such redemption,
and the Partnership shall make such arrangements as are reasonably satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Partnership.

SECTION 8.02 Application of Trust Money.

            The Trustee or a trustee satisfactory to the Trustee and the
Partnership shall hold in trust money or Government Obligations deposited with
it pursuant to Section 8.01 hereof. It shall apply the deposited money and the
money from Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of the
series with respect to which the deposit was made.

SECTION 8.03 Repayment to Partnership or the Guarantor.

            The Trustee and the Paying Agent shall promptly pay to the
Partnership or the Guarantor any excess money or Government Obligations (or
proceeds therefrom) held by them at any time upon the written request of the
Partnership.

            Subject to the requirements of any applicable abandoned property
laws, the Trustee and the Paying Agent shall pay to the Partnership upon written
request any money held by them for the payment of principal, premium (if any),
interest or any Additional Amounts that remain unclaimed for two years after the
date upon which such payment shall have become due. After payment to the
Partnership, Holders entitled to the money must look to the Partnership for
payment as general creditors unless an applicable abandoned property law
designates another Person, and all liability of the Trustee and the Paying Agent
with respect to such money shall cease.

SECTION 8.04 Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Partnership, the Guarantor under this Indenture with respect to the Securities
of such series and under the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until such
time as the Trustee or the Paying Agent is permitted to apply all such money or
Government Obligations in accordance with Section 8.01; provided, however, that
if the Partnership, the Guarantor has made any payment of principal of, premium
(if any) or interest on or any Additional Amounts with respect to any Securities
because of the reinstatement of its obligations, the Partnership or the
Guarantor, as the case may be, shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or Government
Obligations held by the Trustee or the Paying Agent.

                                       43


                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

            The Partnership, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or
thereof without the consent of any Holder:

            (1)   to cure any ambiguity, omission, defect or inconsistency;

            (2)   to comply with Section 5.01;

            (3)   to provide for uncertificated Securities in addition to or in
      place of certificated Securities, or to provide for the issuance of bearer
      Securities (with or without coupons);

            (4)   to provide any security for, or to add any guarantees of or
      additional obligors on, any series of Securities or the related Guarantee;

            (5)   to comply with any requirement in order to effect or maintain
      the qualification of this Indenture under the TIA;

            (6)   to add to the covenants of the Partnership or the Guarantor
      for the benefit of the Holders of all or any series of Securities (and if
      such covenants are to be for the benefit of less than all series of
      Securities, stating that such covenants are expressly being included
      solely for the benefit of such series), or to surrender any right or power
      herein conferred upon the Partnership or the Guarantor;

            (7)   to add any additional Events of Default with respect to all or
      any series of the Securities (and, if any Event of Default is applicable
      to less than all series of Securities, specifying the series to which such
      Event of Default is applicable);

            (8)   to change or eliminate any of the provisions of this
      Indenture; provided that any such change or elimination shall become
      effective only when there is no outstanding Security of any series created
      prior to the execution of such amendment or supplemental indenture that is
      adversely affected in any material respect by such change in or
      elimination of such provision;

            (9)   to establish the form or terms of Securities of any series as
      permitted by Section 2.01;

            (10)  to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Section 8.01; provided,
      however, that any such action shall not adversely affect the interest of
      the Holders of Securities of such series or any other series of Securities
      in any material respect; or

                                       44


            (11)  to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.08.

            Upon the request of the Partnership, accompanied by a Board
Resolution, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the
Partnership and the Guarantor in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture and make any further
appropriate agreements and stipulations that may be therein contained.

SECTION 9.02 With Consent of Holders.

            Except as provided below in this Section 9.02, the Partnership, the
Guarantor and the Trustee may amend or supplement this Indenture with the
written consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

            Upon the request of the Partnership, accompanied by a Board
Resolution, and upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Partnership and the Guarantor in the execution of such amendment or
supplemental indenture.

            It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

            The Holders of a majority in principal amount of the then
outstanding Securities of one or more series or of all series may waive
compliance in a particular instance by the Partnership or the Guarantor with any
provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities
of such series, provided that in each case such offer or solicitation is made to
all Holders of then outstanding Securities of such series (but the terms of such
offer or solicitation may vary from series to series)).

            However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

            (1)   reduce the amount of Securities whose Holders must consent to
      an amendment, supplement or waiver;

                                       45


            (2)   reduce the rate of or change the time for payment of interest,
      including default interest, on any Security;

            (3)   reduce the principal of, any premium on or any mandatory
      sinking fund payment with respect to, or change the Stated Maturity of,
      any Security or reduce the amount of the principal of an Original Issue
      Discount Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 6.02;

            (4)   reduce the premium, if any, payable upon the redemption of any
      Security or change the time at which any Security may or shall be
      redeemed;

            (5)   change any obligation of the Partnership or the Guarantor to
      pay Additional Amounts with respect to any Security;

            (6)   change the coin or currency or currencies (including composite
      currencies) in which any Security or any premium, interest or Additional
      Amounts with respect thereto are payable;

            (7)   impair the right to institute suit for the enforcement of any
      payment of principal of, premium (if any) or interest on or any Additional
      Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
      except as limited by Section 6.06;

            (8)   make any change in the percentage of principal amount of
      Securities necessary to waive compliance with certain provisions of this
      Indenture pursuant to Section 6.04 or 6.07 or make any change in this
      sentence of Section 9.02;

            (9)   waive a continuing Default or Event of Default in the payment
      of principal of, premium (if any) or interest on or Additional Amounts
      with respect to the Securities; or

            (10)  release the Guarantor or modify the Guarantee in any manner
      adverse to the Holders.

            A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

            The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Partnership or the Guarantor to obtain any such consent otherwise required from
such Holder) may be subject to the requirement that such Holder shall have been
the Holder of record of any Securities with respect to which such consent is
required or sought as of a date identified by the Partnership or the Guarantor
in a notice furnished to Holders in accordance with the terms of this Indenture.

                                       46


            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Partnership shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Partnership to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Partnership or the Guarantor in a notice furnished to such Holder in
accordance with the terms of this Indenture or, if no such date and time shall
be identified, the date the amendment, supplement or waiver becomes effective.
An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.

            The Partnership or the Guarantor may, but shall not be obligated to,
fix a record date (which need not comply with TIA Section 316(c)) for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

            If an amendment or supplement changes the terms of an outstanding
Security, the Partnership may require the Holder of the Security to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Partnership regarding the changed terms and return it to the
Holder. Alternatively, if the Partnership so determines, the Partnership in
exchange for the Security shall issue, the Guarantor shall execute and the
Trustee

                                       47


shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment or supplement.

            Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

            The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel provided at the expense of the Partnership
or the Guarantor as conclusive evidence that such amendment or supplement is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Partnership and the Guarantor in
accordance with its terms.

                                    ARTICLE X
                                    GUARANTEE

SECTION 10.01 Guarantee.

            (a)   Notwithstanding any provision of this Article X to the
contrary, the provisions of this Article X relating to the Guarantor shall be
applicable only to, and inure solely to the benefit of, the Securities of any
series designated, pursuant to Section 2.01, as entitled to the benefits of the
Guarantee of the Guarantor.

            (b)   For value received, the Guarantor hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Securities and all other amounts due and payable under
this Indenture and the Securities by the Partnership, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the stated maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 10.03.

            (c)   Failing payment when due of any amount guaranteed pursuant to
the Guarantee, for whatever reason, the Guarantor will be obligated to pay the
same immediately. The Guarantee hereunder is intended to be a general,
unsecured, senior obligation of the Guarantor and will rank pari passu in right
of payment with all Debt of the Guarantor that is not, by its terms, expressly
subordinated in right of payment to the Guarantee. The Guarantor hereby agrees
that its obligations hereunder shall be full, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Securities,
the Guarantee (including the Guarantee of the Guarantor) or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Securities with respect to any provisions hereof or thereof, the recovery
of any judgment against the Partnership or the Guarantor, or any action to
enforce the

                                       48


same or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of the Guarantor. The Guarantor hereby agrees
that in the event of a default in payment of the principal of, or premium, if
any, or interest on the Securities, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, legal proceedings
may be instituted by the Trustee on behalf of the Holders or, subject to Section
6.06, by the Holders, on the terms and conditions set forth in this Indenture,
directly against the Guarantor to enforce the Guarantee without first proceeding
against the Partnership.

            (d)   The obligations of the Guarantor under this Article X shall be
as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Partnership or the Guarantor contained in the
Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Partnership, the Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Partnership, the Guarantor or the Trustee of any
rights or remedies under the Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for the Securities,
including all or any part of the rights of the Partnership or the Guarantor
under this Indenture, (v) the extension of the time for payment by the
Partnership, the Guarantor of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Securities or this
Indenture or of the time for performance by the Partnership or the Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Partnership or the Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Partnership or the Guarantor or any of their
respective assets, or the disaffirmance of the Securities, the Guarantee or this
Indenture in any such proceeding, (viii) the release or discharge of the
Partnership or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of the Securities, the Guarantee or
this Indenture or (x) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.

            (e)   The Guarantor hereby (i) waives diligence, presentment, demand
of payment, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Partnership or the Guarantor, and all demands whatsoever,
(ii) acknowledges that any agreement, instrument or document evidencing the
Guarantee may be transferred and that the benefit of its obligations hereunder
shall extend to each holder of any agreement, instrument or document evidencing
the Guarantee without notice to it and (iii) covenants that the Guarantee will
not be discharged except by complete performance of the Guarantee. The Guarantor
further agrees that

                                       49


if at any time all or any part of any payment theretofore applied by any Person
to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including without limitation, the insolvency, bankruptcy or
reorganization of the Partnership, the Guarantor, the Guarantee shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantee shall
continue to be effective or be reinstated, as the case may be, as though such
application had not been made.

            (f)   The Guarantor shall be subrogated to all rights of the Holders
and the Trustee against the Partnership in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Indenture, provided, however, that
the Guarantor shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until all of the
Securities and the Guarantee shall have been paid in full or discharged.

SECTION 10.02 Execution and Delivery of Guarantee.

            To further evidence the Guarantee set forth in Section 10.01, the
Guarantor hereby agrees that a notation relating to such Guarantee,
substantially in the form attached hereto as Annex A, shall be endorsed on each
Security entitled to the benefits of the Guarantee authenticated and delivered
by the Trustee and executed by either manual or facsimile signature of an
Officer of the General Partner. The Guarantor hereby agrees that the Guarantee
set forth in Section 10.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation relating to the Guarantee. If
any Officer of the General Partner, whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, the Guarantee of such Security shall be
valid nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantor.

            The Trustee hereby accepts the trusts in this Indenture upon the
terms and conditions herein set forth.

SECTION 10.03 Limitation on Liability of the Guarantor.

            The Guarantor and by its acceptance hereof each Holder of a Security
entitled to the benefits of the Guarantee hereby confirm that it is the
intention of all such parties that the guarantee by the Guarantor pursuant to
its Guarantee not constitute a fraudulent transfer or conveyance for purposes of
any federal or state law. To effectuate the foregoing intention, the Holders of
a Security entitled to the benefits of the Guarantee and the Guarantor hereby
irrevocably agree that the obligations of the Guarantor under its Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of the Guarantor, result in the obligations of
the Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

SECTION 10.04 Release of the Guarantor from Guarantee.

            (a)   Notwithstanding any other provisions of this Indenture, the
Guarantee of the Guarantor may be released upon the terms and subject to the
conditions set forth in this Section 10.04. Provided that no Default shall have
occurred and shall be continuing under this

                                       50


Indenture, any Guarantee incurred by the Guarantor pursuant to this Article X
shall be unconditionally released and discharged automatically upon the merger
of the Guarantor into the Partnership or any Subsidiary or the liquidation or
dissolution of the Guarantor (in each case to the extent not prohibited by this
Indenture) or, in the case of the Guarantor, following delivery of a written
notice of such release or discharge by the Partnership, the Trustee, upon the
release or discharge of all guarantees by the Guarantor of any Debt of the
Partnership other than obligations arising under this Indenture and any
Securities issued hereunder, except a discharge or release by or as a result of
payment under such guarantees.

            (b)   The Trustee shall deliver an appropriate instrument evidencing
any release of the Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel that the Guarantor is entitled to such release in accordance
with the provisions of this Indenture. [The Guarantor remains liable for the
full amount of principal of (and premium, if any, on) and interest on the
Securities entitled to the benefits of such Guarantee as provided in this
Indenture, subject to the limitations of Section 10.03.]

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by operation of TIA Section 318(c), the imposed duties
shall control.

SECTION 11.02 Notices.

            Any notice or communication by the Partnership, the Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
telex, facsimile or overnight air courier guaranteeing next day delivery, to the
other's address:

                  If to the Partnership or the Guarantor:

                  Martin Operating Partnership L.P.
                  4200 Stone Road
                  Kilgore, Texas  75662
                  Attn: Robert D. Bondurant
                  Telephone: (903) 983-6200
                  Facsimile:  (903) 983-6262

                  If to the Trustee:

                  Attn:
                  Telephone:
                  Facsimile:

                                       51


            The Partnership, the Guarantor or the Trustee by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

            All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

            If the Partnership or the Guarantor mails a notice or communication
to Holders, it shall mail a copy to the others and to the Trustee and each Agent
at the same time.

            All notices or communications, including without limitation notices
to the Trustee, the Partnership or the Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03 Communication by Holders with Other Holders.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Partnership, the Guarantor, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Partnership or the Guarantor
to the Trustee to take any action under this Indenture, the Partnership or the
Guarantor, as the case may be, shall, if requested by the Trustee, furnish to
the Trustee at the expense of the Partnership or the Guarantor, as the case may
be:

            (1)   an Officers' Certificate (which shall include the statements
      set forth in Section 11.05) stating that, in the opinion of the signers,
      all conditions precedent and covenants, if any, provided for in this
      Indenture relating to the proposed action have been complied with; and

                                       52


            (2)   an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent and covenants have been complied
      with.

SECTION 11.05 Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (1)   a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4)   a statement as to whether or not, in the opinion of such
      Person, such condition or covenant has been complied with.

SECTION 11.06 Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07 Legal Holidays.

            If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 11.08 No Recourse Against Others.

            A director, officer, employee, stockholder, partner or other owner
of the Partnership, the Guarantor or the Trustee, as such, shall not have any
liability for any obligations of the Partnership under the Securities, for any
obligations of the Guarantor under the Guarantee, or for any obligations of the
Partnership, the Guarantor or the Trustee under this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The
waiver and release shall be part of the consideration for the issue of
Securities.

                                       53


SECTION 11.09 Governing Law.

            THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.10 No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Partnership, the Guarantor or any Subsidiary. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.11 Successors.

            All agreements of the Partnership and the Guarantor in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 11.12 Severability.

            In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 11.13 Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.14 Table of Contents, Headings, etc.

            The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       54


            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                     MARTIN OPERATING PARTNERSHIP L.P.

                                     By: MARTIN OPERATING GP LLC,
                                         its General Partner

                                     By: MARTIN MIDSTREAM PARTNERS L.P.,
                                         its Sole Member

                                     By: MARTIN MIDSTREAM GP LLC,
                                         its General Partner

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________

                                     MARTIN MIDSTREAM PARTNERS L.P.

                                     By: MARTIN MIDSTREAM GP LLC,
                                         its General Partner

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________

                                     [                      ], as Trustee

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________



                                    ANNEX A

                              NOTATION OF GUARANTEE

            The Guarantor (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Securities and all other amounts due and payable under the Indenture and
the Securities by the Partnership.

            The obligations of the Guarantor to the Holders of Securities and to
the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Article X of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.

                                     MARTIN MIDSTREAM PARTNERS L.P.

                                     By: MARTIN MIDSTREAM GP LLC,
                                         its General Partner

                                     By: ________________________________
                                     Name: ______________________________
                                     Title: _____________________________

EX-4.6

                                                                     EXHIBIT 4.6

================================================================================

                        MARTIN OPERATING PARTNERSHIP L.P.

                                                                       as Issuer

                         MARTIN MIDSTREAM PARTNERS L.P.

                                                                    as Guarantor

                                       and

                                   [         ]
                                                                      as Trustee

                          ___________________________

                                    Indenture

                       Dated as of _________________, 2004

                          ___________________________

                          Subordinated Debt Securities

================================================================================



                        MARTIN OPERATING PARTNERSHIP L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                 AND INDENTURE, DATED AS OF _____________, 2004



   Section of
 Trust Indenture                                               Section(s) of
   Act of 1939                                                   Indenture
- -----------------                                             ---------------
                                                           
Section 310(a)(1)........................................     7.10
           (a)(2)........................................     7.10
           (a)(3)........................................     Not Applicable
           (a)(4)........................................     Not Applicable
           (a)(5)........................................     7.10
           (b)...........................................     7.08, 7.10
Section 311(a)...........................................     7.11
           (b)...........................................     7.11
           (c)...........................................     Not Applicable
Section 312(a)...........................................     2.07
           (b)...........................................     12.03
           (c)...........................................     12.03
Section 313(a)...........................................     7.06
           (b)...........................................     7.06
           (c)...........................................     7.06
           (d)...........................................     7.06
Section 314(a)...........................................     4.03, 4.04
           (b)...........................................     Not Applicable
           (c)(1)........................................     12.04
           (c)(2)........................................     12.04
           (c)(3)........................................     Not Applicable
           (d)...........................................     Not Applicable
           (e)...........................................     12.05
Section 315(a)...........................................     7.01(b)
           (b)...........................................     7.05
           (c)...........................................     7.01(a)
           (d)...........................................     7.01(c)
           (d)(1)........................................     7.01(c)(1)
           (d)(2)........................................     7.01(c)(2)
           (d)(3)........................................     7.01(c)(3)
           (e)...........................................     6.11
Section 316(a)(1)(A).....................................     6.05
           (a)(1)(B).....................................     6.04
           (a)(2)........................................     Not Applicable
           (a)(last sentence)............................     2.11
           (b)...........................................     6.07
Section 317(a)(1)........................................     6.08
           (a)(2)........................................     6.09
           (b)...........................................     2.06
Section 318(a)...........................................     12.01


- ------------------------

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

                                       i


                                TABLE OF CONTENTS



                                                                                                                        PAGE
                                                                                                                        ----
                                                                                                                     
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................         1

     SECTION 1.01          Definitions...........................................................................         1
     SECTION 1.02          Other Definitions.....................................................................         6
     SECTION 1.03          Incorporation by Reference of Trust Indenture Act.....................................         6
     SECTION 1.04          Rules of Construction.................................................................         7
     SECTION 1.05          Non-Recourse to the General Partner; No Personal Liability of Officers, Directors,
                           Employees or Partners.................................................................         7

ARTICLE II THE SECURITIES........................................................................................         8

     SECTION 2.01          Amount Unlimited; Issuable in Series..................................................         8
     SECTION 2.02          Denominations.........................................................................        11
     SECTION 2.03          Forms Generally.......................................................................        11
     SECTION 2.04          Execution, Authentication, Delivery and Dating........................................        11
     SECTION 2.05          Registrar and Paying Agent............................................................        13
     SECTION 2.06          Paying Agent to Hold Money in Trust...................................................        14
     SECTION 2.07          Holder Lists..........................................................................        14
     SECTION 2.08          Transfer and Exchange.................................................................        14
     SECTION 2.09          Replacement Securities................................................................        15
     SECTION 2.10          Outstanding Securities................................................................        15
     SECTION 2.11          Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.........        16
     SECTION 2.12          Temporary Securities..................................................................        16
     SECTION 2.13          Cancellation..........................................................................        16
     SECTION 2.14          Payments; Defaulted Interest..........................................................        17
     SECTION 2.15          Persons Deemed Owners.................................................................        17
     SECTION 2.16          Computation of Interest...............................................................        17
     SECTION 2.17          Global Securities; Book-Entry Provisions..............................................        17

ARTICLE III REDEMPTION...........................................................................................        20

     SECTION 3.01          Applicability of Article..............................................................        20
     SECTION 3.02          Notice to the Trustee.................................................................        20
     SECTION 3.03          Selection of Securities To Be Redeemed................................................        20
     SECTION 3.04          Notice of Redemption..................................................................        20
     SECTION 3.05          Effect of Notice of Redemption........................................................        21
     SECTION 3.06          Deposit of Redemption Price...........................................................        21
     SECTION 3.07          Securities Redeemed or Purchased in Part..............................................        22
     SECTION 3.08          Purchase of Securities................................................................        22
     SECTION 3.09          Mandatory and Optional Sinking Funds..................................................        22
     SECTION 3.10          Satisfaction of Sinking Fund Payments with Securities.................................        23
     SECTION 3.11          Redemption of Securities for Sinking Fund.............................................        23


                                       ii



                                                                                                                      
ARTICLE IV COVENANTS.............................................................................................        24

     SECTION 4.01          Payment of Securities.................................................................        24
     SECTION 4.02          Maintenance of Office or Agency.......................................................        24
     SECTION 4.03          SEC Reports; Financial Statements.....................................................        24
     SECTION 4.04          Compliance Certificate................................................................        25
     SECTION 4.05          Existence.............................................................................        25
     SECTION 4.06          Waiver of Stay, Extension or Usury Laws...............................................        26
     SECTION 4.07          Additional Amounts....................................................................        26

ARTICLE V SUCCESSORS.............................................................................................        26

     SECTION 5.01          Limitations on Mergers and Consolidations.............................................        26
     SECTION 5.02          Successor Person Substituted..........................................................        27

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................        27

     SECTION 6.01          Events of Default.....................................................................        27
     SECTION 6.02          Acceleration..........................................................................        30
     SECTION 6.03          Other Remedies........................................................................        30
     SECTION 6.04          Waiver of Defaults....................................................................        30
     SECTION 6.05          Control by Majority...................................................................        31
     SECTION 6.06          Limitations on Suits..................................................................        31
     SECTION 6.07          Rights of Holders to Receive Payment..................................................        32
     SECTION 6.08          Collection Suit by Trustee............................................................        32
     SECTION 6.09          Trustee May File Proofs of Claim......................................................        32
     SECTION 6.10          Priorities............................................................................        33
     SECTION 6.11          Undertaking for Costs.................................................................        33

ARTICLE VII TRUSTEE..............................................................................................        34

     SECTION 7.01          Duties of Trustee.....................................................................        34
     SECTION 7.02          Rights of Trustee.....................................................................        35
     SECTION 7.03          May Hold Securities...................................................................        36
     SECTION 7.04          Trustee's Disclaimer..................................................................        36
     SECTION 7.05          Notice of Defaults....................................................................        36
     SECTION 7.06          Reports by Trustee to Holders.........................................................        36
     SECTION 7.07          Compensation and Indemnity............................................................        36
     SECTION 7.08          Replacement of Trustee................................................................        37
     SECTION 7.09          Successor Trustee by Merger, etc......................................................        39
     SECTION 7.10          Eligibility; Disqualification.........................................................        39
     SECTION 7.11          Preferential Collection of Claims Against the Partnership or the Guarantor............        40

ARTICLE VIII DISCHARGE OF INDENTURE..............................................................................        40

     SECTION 8.01          Termination of the Partnership's and the Guarantor's Obligations......................        40
     SECTION 8.02          Application of Trust Money............................................................        44
     SECTION 8.03          Repayment to Partnership or the Guarantor.............................................        44
     SECTION 8.04          Reinstatement.........................................................................        44



                                      iii


                                                                                                                      
ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................        45

     SECTION 9.01          Without Consent of Holders............................................................        45
     SECTION 9.02          With Consent of Holders...............................................................        46
     SECTION 9.03          Compliance with Trust Indenture Act...................................................        48
     SECTION 9.04          Revocation and Effect of Consents.....................................................        48
     SECTION 9.05          Notation on or Exchange of Securities.................................................        49
     SECTION 9.06          Trustee to Sign Amendments, etc.......................................................        49

ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE..............................................................        49

     SECTION 10.01         Applicability of Article; Agreement To Subordinate....................................        49
     SECTION 10.02         Liquidation, Dissolution, Bankruptcy..................................................        49
     SECTION 10.03         Default on Senior Indebtedness........................................................        50
     SECTION 10.04         Acceleration of Payment of Securities.................................................        51
     SECTION 10.05         When Distribution Must Be Paid Over...................................................        51
     SECTION 10.06         Subrogation...........................................................................        51
     SECTION 10.07         Relative Rights.......................................................................        52
     SECTION 10.08         Subordination May Not Be Impaired by Partnership......................................        52
     SECTION 10.09         Rights of Trustee and Paying Agent....................................................        52
     SECTION 10.10         Distribution or Notice to Representative..............................................        52
     SECTION 10.11         Article X Not to Prevent Defaults or Limit Right to Accelerate........................        52
     SECTION 10.12         Trust Moneys Not Subordinated.........................................................        53
     SECTION 10.13         Trustee Entitled to Rely..............................................................        53
     SECTION 10.14         Trustee to Effectuate Subordination...................................................        53
     SECTION 10.15         Trustee Not Fiduciary for Holders of Senior Indebtedness..............................        54
     SECTION 10.16         Reliance by Holders of Senior Indebtedness on Subordination Provisions................        54

ARTICLE XI GUARANTEE.............................................................................................        54

     SECTION 11.01         Unconditional Guarantee...............................................................        54
     SECTION 11.02         Execution and Delivery of Guarantee...................................................        56
     SECTION 11.03         Limitation on Liability of the Guarantor..............................................        56
     SECTION 11.04         Release of Guarantor from Guarantee...................................................        57

ARTICLE XII MISCELLANEOUS........................................................................................        57

     SECTION 12.01         Trust Indenture Act Controls..........................................................        57
     SECTION 12.02         Notices...............................................................................        57
     SECTION 12.03         Communication by Holders with Other Holders...........................................        58
     SECTION 12.04         Certificate and Opinion as to Conditions Precedent....................................        58
     SECTION 12.05         Statements Required in Certificate or Opinion.........................................        59
     SECTION 12.06         Rules by Trustee and Agents...........................................................        59
     SECTION 12.07         Legal Holidays........................................................................        59
     SECTION 12.08         No Recourse Against Others............................................................        59
     SECTION 12.09         Governing Law.........................................................................        60
     SECTION 12.10         No Adverse Interpretation of Other Agreements.........................................        60
     SECTION 12.11         Successors............................................................................        60



                                       iv


                                                                                                                      
     SECTION 12.12         Severability..........................................................................        60
     SECTION 12.13         Counterpart Originals.................................................................        60
     SECTION 12.14         Table of Contents, Headings, etc......................................................        60



                                       v



            INDENTURE dated as of _____________, 2003 among Martin Operating
Partnership L.P., a Delaware limited partnership (the "Partnership"), Martin
Midstream Partners L.P., a Delaware limited partnership (the "Guarantor"), and [
], a ___________, as trustee (the "Trustee").

            The Partnership and the Guarantor have duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
the Partnership's debentures, notes, bonds or other evidences of indebtedness to
be issued in one or more series unlimited as to principal amount (herein called
the "Securities"), and the Guarantee by the Guarantor of the Securities, as in
this Indenture provided.

            The Partnership and the Guarantor are members of the same
consolidated group of companies. The Guarantor will derive direct and indirect
economic benefit from the issuance of the Securities. Accordingly, the Guarantor
has duly authorized the execution and delivery of this Indenture to provide for
its full, unconditional and joint and several guarantee of the Securities to the
extent provided in or pursuant to this Indenture.

            All things necessary to make this Indenture a valid agreement of the
Partnership, in accordance with its terms, have been done.

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      Definitions.

            "Additional Amounts" means any additional amounts required by the
express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the
Partnership or the Guarantor, as the case may be, with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that
are owing to such Holders.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
of a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

            "Agent" means any Registrar or Paying Agent.

            "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal, state or foreign law for the relief of debtors.

            "Board of Directors," means the Board of Directors of the General
Partner or any authorized committee of the Board of Directors of the General
Partner or any directors and/or officers of the General Partner to whom such
Board of Directors or such committee shall have duly delegated its authority to
act hereunder.

                                       1


            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the General Partner to have been duly
adopted by the Board of Directors of the General Partner and to be in full force
and effect on the date of such certification, and delivered to the Trustee.

            "Business Day" means any day that is not a Legal Holiday.

            "Corporate Trust Office of the Trustee" means the office of the
Trustee located at ________________________________, Attention:
____________________, and as may be located at such other address as the Trustee
may give notice to the Partnership and the Guarantor.

            "Debt" of any Person at any date means any obligation created or
assumed by such Person for the repayment of borrowed money and any guarantee
thereof.

            "Default" means any event, act or condition that is, or after notice
or the passage of time or both would be, an Event of Default.

            "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the Person specified
pursuant to Section 2.01 hereof as the initial Depositary with respect to the
Securities of such series, until a successor shall have been appointed and
become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include such successor.

            "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 $100.0 million and (ii) any other
Senior Indebtedness designated, as provided in Section 2.01, in respect of any
series of Securities.

            "Dollar" or "$" means a dollar or other equivalent unit in such coin
or currency of the United States as at the time shall be legal tender for the
payment of public and private debt.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

            "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

            "General Partner" means Martin Midstream GP LLC, a Delaware limited
liability company.

            "Global Security" means a Security that is issued in global form in
the name of the Depositary with respect thereto or its nominee.

                                       2


            "Government Obligations" means, with respect to a series of
Securities, direct obligations of the government that issues the currency in
which the Securities of the series are payable for the payment of which the full
faith and credit of such government is pledged, or obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government.

            "Guarantee" shall mean the guarantee of the Partnership's
obligations under the Securities by the Guarantor as provided in Article XI.

            "Guarantor" means each Person named as the "Guarantor" in the first
paragraph of this instrument, in each case until a successor to such Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Guarantor" shall mean such successor Person.

            "Holder" means a Person in whose name a Security is registered.

            "Indenture" means this Indenture as amended or supplemented from
time to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

            "interest" means, with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, interest payable
after Maturity.

            "Interest Payment Date," when used with respect to any Security,
shall have the meaning assigned to such term in the Security as contemplated by
Section 2.01.

            "Issue Date" means, with respect to Securities of a series, the date
on which the Securities of such series are originally issued under this
Indenture.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York or a Place of Payment are
authorized or obligated by law, regulation or executive order to remain closed.

            "Maturity" means, with respect to any Security, the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity thereof,
or by declaration of acceleration, call for redemption or otherwise.

            "Officer" means the Chief Executive Officer, the President, the
Chief Operating Officer, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of a Person.

            "Officers' Certificate" means a certificate signed by two Officers
of a Person.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. Such counsel may be an employee of or counsel to
the Partnership and the Guarantor or the Trustee.

                                       3


            "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

            "Partnership" means the Person named as the "Partnership" in the
first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Partnership" shall mean such successor Person; provided, however, that for
purposes of any provision contained herein which is required by the TIA,
"Partnership" shall also mean each other obligor (if any), other than the
Guarantor, on the Securities of a series.

            "Partnership Order" and "Partnership Request" mean, respectively, a
written order or request signed in the name of the Partnership or the Guarantor
by two Officers of the General Partner and delivered to the Trustee.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency, instrumentality or political subdivision thereof or other entity of any
kind.

            "Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01 subject to the
provisions of Section 4.02.

            "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

            "Redemption Date" means, with respect to any Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

            "Redemption Price" means, with respect to any Security to be
redeemed, the price at which it is to be redeemed pursuant to this Indenture.

            "Representative" means the trustee, agent or representative (if any)
for an issue of Senior Indebtedness.

            "Responsible Officer" means any officer within the corporate trust
department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

            "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

                                       4


            "SEC" means the Securities and Exchange Commission.

            "Securities" has the meaning stated in the preamble of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

            "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, as custodian
with respect to the Securities of such series, or any successor entity thereto.

            "Senior Indebtedness," unless otherwise provided with respect to the
Securities of a series as contemplated by Section 2.01, means (1) all Debt of
the Guarantor or the Partnership, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or evidencing such Debt,
it is provided that such Debt is not superior in right of payment to the
Securities, in the case of the Partnership, or the Guarantee, in the case of the
Guarantor, or to other Debt which is pari passu with or subordinated to the
Securities, in the case of the Partnership, or the Guarantee, in the case of the
Guarantor, 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 Securities or any Guarantee, (b)
Debt of the Guarantor or the Partnership owed or owing to any Subsidiary of the
Partnership, (c) Debt of the Guarantor owed or owing to the Partnership, (d)
Debt to trade creditors, (e) any liability for taxes owed or owing by the
Guarantor or the Partnership or (f) Debt of the Guarantor in the event there is
no series of Securities outstanding that is entitled to the benefits of a
Guarantee.

            "Stated Maturity" means, when used with respect to any Security or
any installment of principal thereof or interest thereon, the date specified in
such Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

            "Subsidiary" of any Person means:

            (1)   any corporation, association or other business entity of which
                  more than 50% of the total voting power of equity interests
                  entitled, without regard to the occurrence of any contingency,
                  to vote in the election of directors, managers, trustees or
                  equivalent Persons thereof is at the time of determination
                  owned or controlled, directly or indirectly, by such Person or
                  one or more of the other Subsidiaries of such Person or
                  combination thereof; or

            in the case of a partnership, more than 50% of the partners' equity
interests, considering all partners' equity interests as a single class, is at
such time of determination owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or combination
thereof.

            "TIA" means the Trust Indenture Act of 1939, as amended, as in
effect on the date hereof.

                                       5


            "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

            "United States" means the United States of America (including the
States and the District of Columbia) and its territories and possessions, which
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

            "U.S. Government Obligations" means Government Obligations with
respect to Securities payable in Dollars.

SECTION 1.02 Other Definitions.



                                                              DEFINED
                TERM                                         IN SECTION
                ----                                         ----------
                                                          
"Bankruptcy Custodian".............................            6.01
"Conversion Event".................................            6.01
"covenant defeasance"..............................            8.01
"Event of Default".................................            6.01
"Exchange Rate"....................................            2.11
"Funding Guarantor"................................            11.05
"Judgment Currency"................................            6.10
"legal defeasance".................................            8.01
"mandatory sinking fund payment"...................            3.09
"optional sinking fund payment"....................            3.09
"Paying Agent".....................................            2.05
"Registrar"........................................            2.05
"Required Currency"................................            6.10
"Successor"........................................            5.01
"Subordinated Securities"..........................            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 (and
if the Indenture is not qualified under the TIA at that time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

                                       6


            "indenture trustee" or "institutional trustee" means the Trustee.

            "obligor" on the indenture securities means the Partnership and the
Guarantor or any other obligor on the Securities.

            All terms used in this Indenture that are defined by the TIA,
defined by a TIA reference to another statute or defined by an SEC rule under
the TIA have the meanings so assigned to them.

SECTION 1.04      Rules of Construction.

            Unless the context otherwise requires:

            (1)   a term has the meaning assigned to it;

            (2)   an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with GAAP;

            (3)   "or" is not exclusive;

            (4)   words in the singular include the plural, and in the plural
                  include the singular;

            (5)   provisions apply to successive events and transactions; and

            (6)   all references in this instrument to Articles and Sections are
                  references to the corresponding Articles and Sections in and
                  of this instrument.

SECTION 1.05      Non-Recourse to the General Partner; No Personal Liability of
                  Officers, Directors, Employees or Partners.

            Obligations of the Partnership, and the Guarantor under this
Indenture and the Securities hereunder are non-recourse to the General Partner,
and its respective Affiliates (other than the Partnership and the Guarantor),
and payable only out of cash flow and assets of the Partnership or the
Guarantor. The Trustee, and each Holder of a Security by its acceptance thereof,
will be deemed to have agreed in this Indenture that (1) neither the General
Partner nor its assets (nor any of its respective Affiliates other than the
Partnership and the Guarantor, nor its respective assets) shall be liable for
any of the obligations of the Partnership and the Guarantor under this Indenture
or such Securities, and (2) no director, officer, employee, partner or
unitholder, as such, of the Partnership and the Guarantor, the Trustee, the
General Partner or any Affiliate of any of the foregoing entities shall have any
personal liability in respect of the obligations of the Partnership and the
Guarantor under this Indenture or such Securities by reason of his, her or its
status.

                                       7


                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officers' Certificate of the General Partner or in
a Partnership Order, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

            (1)   the title of the Securities of the series (which shall
      distinguish the Securities of the series from the Securities of all other
      series);

            (2)   if there is to be a limit, the limit upon the aggregate
      principal amount of the Securities of the series that may be authenticated
      and delivered under this Indenture (except for Securities authenticated
      and delivered upon registration of transfer of, or in exchange for, or in
      lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
      2.12, 2.17, 3.07 or 9.05 and except for any Securities which, pursuant to
      Section 2.04 or 2.17, are deemed never to have been authenticated and
      delivered hereunder); provided, however, that unless otherwise provided in
      the terms of the series, the authorized aggregate principal amount of such
      series may be increased before or after the issuance of any Securities of
      the series by a Board Resolution (or action pursuant to a Board
      Resolution) to such effect;

            (3)   whether any Securities of the series are to be issuable
      initially in temporary global form and whether any Securities of the
      series are to be issuable in permanent global form, as Global Securities
      or otherwise, and, if so, whether beneficial owners of interests in any
      such Global Security may exchange such interests for Securities of such
      series and of like tenor of any authorized form and denomination and the
      circumstances under which any such exchanges may occur, if other than in
      the manner provided in Section 2.17, and the initial Depositary and
      Security Custodian, if any, for any Global Security or Securities of such
      series;

            (4)   the manner in which any interest payable on a temporary Global
      Security on any Interest Payment Date will be paid if other than in the
      manner provided in Section 2.14;

            (5)   the date or dates on which the principal of and premium (if
      any) on the Securities of the series is payable or the method of
      determination thereof;

            (6)   the rate or rates, or the method of determination thereof, at
      which the Securities of the series shall bear interest, if any, whether
      and under what circumstances Additional Amounts with respect to such
      Securities shall be payable, the date or dates from which such interest
      shall accrue, the Interest Payment Dates on which such interest shall be
      payable and the record date for the interest payable on any Securities on
      any

                                       8


      Interest Payment Date, or if other than provided herein, the Person to
      whom any interest on Securities of the series shall be payable;

            (7)   the place or places where, subject to the provisions of
      Section 4.02, the principal of, premium (if any) and interest on and any
      Additional Amounts with respect to the Securities of the series shall be
      payable;

            (8)   the period or periods within which, the price or prices
      (whether denominated in cash, securities or otherwise) at which and the
      terms and conditions upon which Securities of the series may be redeemed,
      in whole or in part, at the option of the Partnership, if the Partnership
      is to have that option, and the manner in which the Partnership must
      exercise any such option, if different from those set forth herein;

            (9)   whether Securities of the series are entitled to the benefits
      of any Guarantee of the Guarantor pursuant to this Indenture;

            (10)  the obligation, if any, of the Partnership to redeem, purchase
      or repay Securities of the series pursuant to any sinking fund or
      analogous provisions or at the option of a Holder thereof and the period
      or periods within which, the price or prices (whether denominated in cash,
      securities or otherwise) at which and the terms and conditions upon which
      Securities of the series shall be redeemed, purchased or repaid in whole
      or in part pursuant to such obligation;

            (11)  if other than denominations of $1,000 and any integral
      multiple thereof, the denomination in which any Securities of that series
      shall be issuable;

            (12)  if other than Dollars, the currency or currencies (including
      composite currencies) or the form, including equity securities, other debt
      securities (including Securities), warrants or any other securities or
      property of the Partnership and the Guarantor or any other Person, in
      which payment of the principal of, premium (if any) and interest on and
      any Additional Amounts with respect to the Securities of the series shall
      be payable;

            (13)  if the principal of, premium (if any) or interest on or any
      Additional Amounts with respect to the Securities of the series are to be
      payable, at the election of the Partnership or a Holder thereof, in a
      currency or currencies (including composite currencies) other than that in
      which the Securities are stated to be payable, the currency or currencies
      (including composite currencies) in which payment of the principal of,
      premium (if any) and interest on and any Additional Amounts with respect
      to Securities of such series as to which such election is made shall be
      payable, and the periods within which and the terms and conditions upon
      which such election is to be made;

            (14)  if the amount of payments of principal of, premium (if any)
      and interest on and any Additional Amounts with respect to the Securities
      of the series may be determined with reference to any commodities,
      currencies or indices, values, rates or prices or any other index or
      formula, the manner in which such amounts shall be determined;

                                       9


            (15)  if other than the entire principal amount thereof, the portion
      of the principal amount of Securities of the series that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 6.02;

            (16)  any additional means of satisfaction and discharge of this
      Indenture and any additional conditions or limitations to discharge with
      respect to Securities of the series and the related Guarantee pursuant to
      Article VIII or any modifications of or deletions from such conditions or
      limitations;

            (17)  any deletions or modifications of or additions to the Events
      of Default set forth in Section 6.01 or covenants of the Partnership or
      the Guarantor set forth in Article IV pertaining to the Securities of the
      series;

            (18)  any restrictions or other provisions with respect to the
      transfer or exchange of Securities of the series, which may amend,
      supplement, modify or supersede those contained in this Article II;

            (19)  if the Securities of the series are to be convertible into or
      exchangeable for capital stock, other debt securities (including
      Securities), warrants, other equity securities or any other securities or
      property of the Partnership and the Guarantor or any other Person, at the
      option of the Partnership or the Holder or upon the occurrence of any
      condition or event, the terms and conditions for such conversion or
      exchange;

            (20)  the subordination, if any, of the Securities of the series
      pursuant to Article X and any changes or additions to Article X or
      designation of any Designated Senior Indebtedness;

            (21)  whether the Securities of the series are to be entitled to the
      benefit of Section 4.03(b) (and accordingly constitute Rule 144A
      Securities); and

            (22)  any other terms of the series (which terms shall not be
      prohibited by the provisions of this Indenture).

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided, in the Officers' Certificate or
Partnership Order referred to above or in any such indenture supplemental
hereto.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action,
together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
General Partner and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Partnership Order setting forth the terms of the
series.

                                       10


SECTION 2.02      Denominations.

            The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.

SECTION 2.03      Forms Generally.

            The Securities of each series shall be in fully registered form and
in substantially such form or forms (including temporary or permanent global
form) established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto. The Securities may have notations, legends or
endorsements required by law, securities exchange rule, the Partnership's
certificate of limited partnership, agreement of limited partnership or other
similar governing documents, agreements to which the Partnership is subject, if
any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Partnership). A copy of the Board Resolution establishing
the form or forms of Securities of any series shall be delivered to the Trustee
at or prior to the delivery of the Partnership Order contemplated by Section
2.04 for the authentication and delivery of such Securities.

            The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution thereof.

            The Trustee's certificate of authentication shall be in
substantially the following form:

            "This is one of the Securities of the series designated therein
      referred to in the within-mentioned Indenture.

                                         [                      ], as Trustee

                                         By: ___________________________________
                                             Authorized Signatory".

SECTION 2.04      Execution, Authentication, Delivery and Dating.

            Two Officers of the General Partner shall sign the Securities on
behalf of the Partnership and, with respect to the Guarantee of the Securities,
two Officers of the General Partner shall sign the Securities on behalf of the
Guarantor, in each case by manual or facsimile signature.

            If an Officer of the General Partner whose signature is on a
Security no longer holds that office at the time the Security is authenticated,
the Security shall be valid nevertheless.

            A Security shall not be entitled to any benefit under this Indenture
or the related Guarantee or be valid or obligatory for any purpose until
authenticated by the manual signature of an authorized signatory of the Trustee,
which signature shall be conclusive evidence that the

                                       11


Security has been authenticated under this Indenture. Notwithstanding the
foregoing, if any Security has been authenticated and delivered hereunder but
never issued and sold by the Partnership, and the Partnership delivers such
Security to the Trustee for cancellation as provided in Section 2.13, together
with a written statement (which need not comply with Section 12.05 and need not
be accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Partnership, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture or the
related Guarantee.

            At any time and from time to time after the execution and delivery
of this Indenture, the Partnership may deliver Securities of any series executed
by the Partnership and the Guarantor to the Trustee for authentication, and the
Trustee shall authenticate and deliver such Securities for original issue upon a
Partnership Order for the authentication and delivery of such Securities or
pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by Partnership Order. Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of
Securities is to be authenticated, the name or names of the initial Holder or
Holders and any other terms of the Securities of such series not otherwise
determined. If provided for in such procedures, such Partnership Order may
authorize (1) authentication and delivery of Securities of such series for
original issue from time to time, with certain terms (including, without
limitation, the Maturity dates or dates, original issue date or dates and
interest rate or rates) that differ from Security to Security and (2) may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Partnership or its duly authorized agent, which
instructions shall be promptly confirmed in writing.

            If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order
referred to above and the other documents required by Section 12.04), and
(subject to Section 7.01) shall be fully protected in relying upon:

            (a)   an Officers' Certificate setting forth the Board Resolution
      and, if applicable, an appropriate record of any action taken pursuant
      thereto, as contemplated by the last paragraph of Section 2.01; and

            (b)   an Opinion of Counsel to the effect that:

                  (i)   the form of such Securities has been established in
            conformity with the provisions of this Indenture;

                  (ii)  the terms of such Securities have been established in
            conformity with the provisions of this Indenture; and

                  (iii) that, when authenticated and delivered by the Trustee
            and issued by the Partnership in the manner and subject to any
            conditions specified in such Opinion of Counsel, such Securities and
            the related Guarantee will constitute

                                       12


            valid and binding obligations of the Partnership and the Guarantor,
            respectively, enforceable against the Partnership and the Guarantor,
            respectively, in accordance with their respective terms, except as
            the enforceability thereof may be limited by applicable bankruptcy,
            insolvency, reorganization, moratorium, fraudulent conveyance or
            other similar laws in effect from time to time affecting the rights
            of creditors generally, and the application of general principles of
            equity (regardless of whether such enforceability is considered in a
            proceeding in equity or at law).

            If all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate and Opinion
of Counsel at the time of issuance of each such Security, but such Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

            The Trustee shall not be required to authenticate such Securities if
the issuance of such Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

            The Trustee may appoint an authenticating agent acceptable to the
Partnership to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Partnership and the Guarantor or an
Affiliate of the Partnership and the Guarantor.

            Each Security shall be dated the date of its authentication.

SECTION 2.05      Registrar and Paying Agent.

            The Partnership shall maintain an office or agency for each series
of Securities where Securities of such series may be presented for registration
of transfer or exchange ("Registrar") and an office or agency where Securities
of such series may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities of such series and of their transfer and
exchange. The Partnership may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

            The Partnership shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Partnership shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Partnership may change any Paying Agent or
Registrar without notice to any Holder. If the Partnership fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Partnership and the Guarantor, or any Subsidiary may act as Paying
Agent or Registrar.

            The Partnership initially appoints the Trustee as Registrar and
Paying Agent.

                                       13


SECTION 2.06      Paying Agent to Hold Money in Trust.

            The Partnership shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by
the Partnership in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. The Partnership at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed. Upon payment over to the Trustee and upon accounting
for any funds disbursed, the Paying Agent (if other than the Partnership and the
Guarantor or a Subsidiary) shall have no further liability for the money. If the
Partnership and the Guarantor or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Each Paying Agent shall otherwise comply with
TIA Section 317(b).

SECTION 2.07      Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar with respect to a series of Securities, the Partnership shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders of such
series, and the Partnership shall otherwise comply with TIA Section 312(a).

SECTION 2.08      Transfer and Exchange.

            Except as set forth in Section 2.17 or as may be provided pursuant
to Section 2.01:

            When Securities of any series are presented to the Registrar with
the request to register the transfer of such Securities or to exchange such
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however,
that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form reasonably satisfactory to the Registrar duly executed by the
Holder thereof or by his attorney, duly authorized in writing, on which
instruction the Registrar can rely.

            To permit registrations of transfers and exchanges, the Partnership
and the Guarantor shall execute and the Trustee shall authenticate Securities at
the Registrar's written request and submission of the Securities or Global
Securities. No service charge shall be made to a Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Partnership may require payment of a sum sufficient to cover any transfer tax or

                                       14


similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in
accordance with the provisions of Section 2.04. Notwithstanding any other
provisions of this Indenture to the contrary, the Partnership shall not be
required to register the transfer or exchange of (a) any Security selected for
redemption in whole or in part pursuant to Article III, except the unredeemed
portion of any Security being redeemed in part, or (b) any Security during the
period beginning 15 Business Days prior to the mailing of notice of any offer to
repurchase Securities of the series required pursuant to the terms thereof or of
redemption of Securities of a series to be redeemed and ending at the close of
business on the day of mailing.

SECTION 2.09      Replacement Securities.

            If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Partnership and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of such Security, the Partnership shall issue,
the Guarantor shall execute and the Trustee shall authenticate a replacement
Security of the same series if the Trustee's requirements are met. If any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Partnership in its discretion may, instead of issuing a new
Security, pay such Security. If required by the Trustee, the Guarantor, or the
Partnership, such Holder must furnish an indemnity bond that is sufficient in
the judgment of the Trustee and the Partnership to protect the Partnership and
the Guarantor, the Trustee, any Agent or any authenticating agent from any loss
that any of them may suffer if a Security is replaced. The Partnership and the
Trustee may charge a Holder for their expenses in replacing a Security.

            Every replacement Security is an additional obligation of the
Partnership.

SECTION 2.10      Outstanding Securities.

            The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

            If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

            If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

            A Security does not cease to be outstanding because the Partnership
or the Guarantor, or an Affiliate of the Partnership and the Guarantor holds the
Security.

                                       15


SECTION 2.11      Original Issue Discount, Foreign-Currency Denominated and
                  Treasury Securities.

            In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal amount of an Original Issue Discount Security shall
be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section
6.02, (b) the principal amount of a Security denominated in a foreign currency
shall be the Dollar equivalent, as determined by the Partnership by reference to
the noon buying rate in The City of New York for cable transfers for such
currency, as such rate is certified for customs purposes by the Federal Reserve
Bank of New York (the "Exchange Rate") on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent, as determined by the Partnership by reference
to the Exchange Rate on the date of original issuance of such Security, of the
amount determined as provided in (a) above), of such Security and (c) Securities
owned by the Partnership and the Guarantor or any other obligor upon the
Securities or any Affiliate of the Partnership, of the Guarantor or of such
other obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12      Temporary Securities.

            Until definitive Securities of any series are ready for delivery,
the Partnership may prepare, the Guarantor shall execute and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities, but may have variations that the
Partnership considers appropriate for temporary Securities. Without unreasonable
delay, the Partnership shall prepare, the Guarantor shall execute and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13      Cancellation.

            The Partnership or the Guarantor at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange, payment or redemption or for credit against any sinking fund
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, redemption, replacement or cancellation or for
credit against any sinking fund. Unless the Partnership shall direct in writing
that canceled Securities be returned to it, after written notice to the
Partnership all canceled Securities held by the Trustee shall be disposed of in
accordance with the usual disposal procedures of the Trustee, and the Trustee
shall maintain a record of their disposal. The Partnership may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Trustee for cancellation.

                                       16


SECTION 2.14      Payments; Defaulted Interest.

            Unless otherwise provided as contemplated by Section 2.01, interest
(except defaulted interest) on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Persons who are registered Holders of that Security at the close of business on
the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest
Payment Date. The Holder must surrender a Security to a Paying Agent to collect
principal payments. Unless otherwise provided with respect to the Securities of
any series, the Partnership will pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities in
Dollars. Such amounts shall be payable at the offices of the Trustee or any
Paying Agent, provided that at the option of the Partnership, the Partnership
may pay such amounts (1) by wire transfer with respect to Global Securities or
(2) by check payable in such money mailed to a Holder's registered address with
respect to any Securities.

            If the Partnership defaults in a payment of interest on the
Securities of any series, the Partnership shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest on the defaulted
interest, in each case at the rate provided in the Securities of such series and
in Section 4.01. The Partnership may pay the defaulted interest to the Persons
who are Holders on a subsequent special record date. At least 15 days before any
special record date selected by the Partnership, the Partnership (or the
Trustee, in the name of and at the expense of the Partnership upon 20 days'
prior written notice from the Partnership setting forth such special record date
and the interest amount to be paid) shall mail to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.15      Persons Deemed Owners.

            The Partnership and the Guarantor, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Partnership and
the Guarantor, the Trustee, any Agent or any authenticating agent shall be
affected by any notice to the contrary.

SECTION 2.16      Computation of Interest.

            Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17      Global Securities; Book-Entry Provisions.

            If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent such of the outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be

                                       17


reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Partnership Order to be delivered to the Trustee pursuant to Section 2.04 or
(ii) otherwise in accordance with written instructions or such other written
form of instructions as is customary for the Depositary for such Security, from
such Depositary or its nominee on behalf of any Person having a beneficial
interest in such Global Security. Subject to the provisions of Section 2.04 and,
if applicable, Section 2.12, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified in such Security or in the applicable
Partnership Order. With respect to the Securities of any series that are
represented by a Global Security, the Partnership and the Guarantor authorize
the execution and delivery by the Trustee of a letter of representations or
other similar agreement or instrument in the form customarily provided for by
the Depositary appointed with respect to such Global Security. Any Global
Security may be deposited with the Depositary or its nominee, or may remain in
the custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Partnership Order has been, or simultaneously is, delivered,
any instructions by the Partnership with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 12.05 and need not be accompanied by an Opinion of Counsel.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary, or the Trustee or the Security Custodian
as its custodian, or under such Global Security, and the Depositary may be
treated by the Partnership and the Guarantor, the Trustee or the Security
Custodian and any agent of the Partnership and the Guarantor, the Trustee or the
Security Custodian as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of
a Global Security of a series may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii)
nothing herein shall prevent the Partnership and the Guarantor, the Trustee or
the Security Custodian, or any agent of the Partnership and the Guarantor, the
Trustee or the Security Custodian, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or shall
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner
of any Security.

            Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01: Transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Partnership that it is unwilling or
unable to continue as Depositary for the Global Security and a successor
Depositary is not appointed by the Partnership within 90 days of such notice,
(2) an Event of Default has occurred with respect to such series and is
continuing and the Registrar

                                       18


has received a request from the Depositary to issue Securities in lieu of all or
a portion of the Global Security (in which case the Partnership shall deliver
Securities within 30 days of such request) or (3) the Partnership determines not
to have the Securities represented by a Global Security.

            In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Partnership and the Guarantor shall execute, and the
Trustee upon receipt of a Partnership Order for the authentication and delivery
of Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

            In connection with the transfer of all the beneficial interests in a
Global Security to beneficial owners pursuant to this Section 2.17, the Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Partnership and the Guarantor shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal
aggregate principal amount of Securities of authorized denominations.

            Neither the Partnership, the Guarantor nor the Trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to such
Securities. Neither the Partnership, the Guarantor nor the Trustee shall be
liable for any delay by the related Global Security Holder or the Depositary in
identifying the beneficial owners, and each such Person may conclusively rely
on, and shall be protected in relying on, instructions from such Global Security
Holder or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the
Securities to be issued).

            The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Partnership and the Partnership and the Guarantor
delivers to the Trustee the Global Security together with written instructions
(which need not comply with Section 12.05 and need not be accompanied by an
Opinion of Counsel) with regard to the cancellation or reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of the third paragraph of Section
2.04.

            Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01, payment of principal of,
premium (if any) and interest on and any Additional Amounts with respect to any
Global Security shall be made to the Person or Persons specified therein.

                                       19


                                  ARTICLE III
                                   REDEMPTION

SECTION 3.01      Applicability of Article.

            Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02      Notice to the Trustee.

            If the Partnership elects to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and the principal amount of Securities of such series to be redeemed. The
Partnership shall so notify the Trustee at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee) by
delivering to the Trustee an Officers' Certificate stating that such redemption
will comply with the provisions of this Indenture and of the Securities of such
series. Any such notice may be canceled at any time prior to the mailing of such
notice of such redemption to any Holder and shall thereupon be void and of no
effect.

SECTION 3.03      Selection of Securities To Be Redeemed.

            If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Securities of such series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem fair
and appropriate and that may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of Global Securities of
such series.

            The Trustee shall promptly notify the Partnership and the Registrar
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed.

            For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any of the Securities redeemed or to be redeemed only in part, to
the portion of the principal amount thereof which has been or is to be redeemed.

SECTION 3.04      Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at the address of such Holder
appearing in the register of Securities maintained by the Registrar.

                                       20


            All notices of redemption shall identify the Securities to be
redeemed and shall state:

            (1)   the Redemption Date;

            (2)   the Redemption Price;

            (3)   that, unless the Partnership and the Guarantor default in
      making the redemption payment, interest on Securities called for
      redemption ceases to accrue on and after the Redemption Date, and the only
      remaining right of the Holders of such Securities is to receive payment of
      the Redemption Price upon surrender to the Paying Agent of the Securities
      redeemed;

            (4)   if any Security is to be redeemed in part, the portion of the
      principal amount thereof to be redeemed and that on and after the
      Redemption Date, upon surrender for cancellation of such Security to the
      Paying Agent, a new Security or Securities in the aggregate principal
      amount equal to the unredeemed portion thereof will be issued without
      charge to the Holder;

            (5)   that Securities called for redemption must be surrendered to
      the Paying Agent to collect the Redemption Price and the name and address
      of the Paying Agent;

            (6)   that the redemption is for a sinking or analogous fund, if
      such is the case; and

            (7)   the CUSIP number, if any, relating to such Securities.

            Notice of redemption of Securities to be redeemed at the election of
the Partnership shall be given by the Partnership or, at the Partnership's
written request, by the Trustee in the name and at the expense of the
Partnership.

SECTION 3.05      Effect of Notice of Redemption.

            Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price, but interest installments whose maturity
is on or prior to such Redemption Date will be payable on the relevant Interest
Payment Dates to the Holders of record at the close of business on the relevant
record dates specified pursuant to Section 2.01.

SECTION 3.06      Deposit of Redemption Price.

            On or prior to 11:00 a.m., New York City time, on any Redemption
Date, the Partnership or the Guarantor shall deposit with the Trustee or the
Paying Agent (or, if the Partnership or the Guarantor is acting as the Paying
Agent, segregate and hold in trust as provided in Section 2.06) an amount of
money in same day funds sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on
and any Additional Amounts with respect to, the Securities or portions

                                       21


thereof which are to be redeemed on that date, other than Securities or portions
thereof called for redemption on that date which have been delivered by the
Partnership or the Guarantor to the Trustee for cancellation.

            If the Partnership or the Guarantor complies with the preceding
paragraph, then, unless the Partnership or Guarantor default in the payment of
such Redemption Price, interest on the Securities to be redeemed will cease to
accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price upon surrender of such Securities. If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal, premium, if any, any Additional Amounts, and, to the
extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07      Securities Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Partnership and the Guarantor shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities, of the same series and of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed.

SECTION 3.08      Purchase of Securities.

            Unless otherwise specified as contemplated by Section 2.01, the
Partnership and the Guarantor, and any Affiliate of the Partnership or the
Guarantor may, subject to applicable law, at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Any such
acquisition shall not operate as or be deemed for any purpose to be a redemption
of the indebtedness represented by such Securities. Any Securities purchased or
acquired by the Partnership or the Guarantor may be delivered to the Trustee
and, upon such delivery, the indebtedness represented thereby shall be deemed to
be satisfied. Section 2.13 shall apply to all Securities so delivered.

SECTION 3.09      Mandatory and Optional Sinking Funds.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

                                       22


SECTION 3.10      Satisfaction of Sinking Fund Payments with Securities.

            The Partnership or the Guarantor may deliver outstanding Securities
of a series (other than any previously called for redemption) and may apply as a
credit Securities of a series that have been redeemed either at the election of
the Partnership pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such series of Securities; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 3.11      Redemption of Securities for Sinking Fund.

            Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to
Section 3.10 and will also deliver or cause to be delivered to the Trustee any
Securities to be so delivered. Failure of the Partnership to timely deliver or
cause to be delivered such Officers' Certificate and Securities specified in
this paragraph, if any, shall not constitute a default but shall constitute the
election of the Partnership (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Partnership will make no optional
sinking fund payment with respect to such series as provided in this Section
3.11.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Partnership shall so request with respect to the Securities of
any particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Partnership makes no such request then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Partnership in the manner provided in Section 3.04. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 3.05, 3.06 and 3.07.

                                       23


                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01      Payment of Securities.

            The Partnership shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of such series
and in this Indenture. Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent (other than the
Partnership, the Guarantor or a Subsidiary) holds on that date money deposited
by the Partnership or the Guarantor designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.

            The Partnership shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Securities to
the extent lawful; and it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and any Additional Amount (without regard to any applicable grace period) at the
same rate to the extent lawful.

SECTION 4.02      Maintenance of Office or Agency.

            The Partnership will maintain in each Place of Payment for any
series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be
presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon the
Partnership or the Guarantor in respect of the Securities of that series and
this Indenture may be served. Unless otherwise designated by the Partnership by
written notice to the Trustee and the Guarantor, such office or agency shall be
the office of the Trustee in The City of New York, which on the date hereof is
located at ______________________________. The Partnership will give prompt
written notice to the Trustee and the Guarantor of the location, and any change
in the location, of such office or agency. If at any time the Partnership shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee and the Guarantor with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

            The Partnership may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Partnership of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Partnership will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

SECTION 4.03      SEC Reports; Financial Statements.

            (a)   If the Partnership or the Guarantor is subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Partnership or the
Guarantor, as the case may be,

                                       24


shall file with the Trustee, within 15 days after it files the same with the
SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Partnership or the Guarantor is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act. If this Indenture is qualified under the TIA, but not otherwise, the
Partnership and the Guarantor shall also comply with the provisions of TIA
Section 314(a). Delivery of such reports, information and documents to the
Trustee shall be for informational purposes only, and the Trustee's receipt
thereof shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Partnership's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates or
certificates delivered pursuant to Section 4.04).

            (b)   If neither the Partnership nor the Guarantor is subject to the
requirements of Section 13 or 15(d) of the Exchange Act, the Partnership and the
Guarantor shall furnish to all Holders of Rule 144A Securities and prospective
purchasers of Rule 144A Securities designated by the Holders of Rule 144A
Securities, promptly upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of
1933, as amended.

SECTION 4.04      Compliance Certificate.

            (a)   Each of the Partnership and the Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a statement signed
by an Officer of the General Partner, which need not constitute an Officers'
Certificate, complying with TIA Section 314(a)(4) and stating that in the course
of performance by the signing Officer of his duties as such Officer of the
General Partner, he would normally obtain knowledge of the keeping, observing,
performing and fulfilling by the Partnership or the Guarantor, as the case may
be, of its obligations under this Indenture, and further stating that to the
best of his knowledge the Partnership or the Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Partnership or the
Guarantor, as the case may be, is taking or proposes to take with respect
thereto).

            (b)   The Partnership or the Guarantor shall, so long as Securities
of any series are outstanding, deliver to the Trustee, forthwith upon any
Officer of the General Partner, becoming aware of any Default or Event of
Default under this Indenture, an Officers' Certificate specifying such Default
or Event of Default and what action the Partnership or the Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

SECTION 4.05      Existence.

            Subject to Article V, each of the Partnership and the Guarantor
shall do or cause to be done all things necessary to preserve and keep in full
force and effect its existence.

                                       25


SECTION 4.06      Waiver of Stay, Extension or Usury Laws.

            Each of the Partnership and the Guarantor covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury law or other law that would prohibit or forgive it
from paying all or any portion of the principal of or interest on the Securities
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) each of the Partnership and the Guarantor
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 4.07      Additional Amounts.

            If the Securities of a series expressly provide for the payment of
Additional Amounts, the Partnership will pay to the Holder of any Security of
such series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section 4.07 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

                                   ARTICLE V
                                   SUCCESSORS

SECTION 5.01      Limitations on Mergers and Consolidations.

            Neither the Partnership nor the Guarantor shall, in any transaction
or series of transactions, consolidate with or merge into any Person, or sell,
lease, convey, transfer or otherwise dispose of all or substantially all of its
assets to any Person (other than a consolidation or merger of the Partnership
and the Guarantor, the Partnership and a Subsidiary, or the Guarantor and a
Subsidiary, or a sale, lease, conveyance, transfer or other disposition of all
or substantially all of the assets of the Partnership to the Guarantor, the
Guarantor to the Partnership, the Partnership to a Subsidiary, a Subsidiary to
the Partnership, the Guarantor to a Subsidiary, or a Subsidiary to the
Guarantor), unless:

            (1)   either (a) the Partnership or the Guarantor, as the case may
      be, shall be the continuing Person or (b) the Person (if other than the
      Partnership or the Guarantor) formed by such consolidation or into which
      the Partnership and the Guarantor is merged, or to which such sale, lease,
      conveyance, transfer or other disposition shall be made (collectively, the
      "Successor"), is organized and validly existing under the laws of the
      United States, any political subdivision thereof or any State thereof or
      the District of

                                       26


      Columbia, and expressly assumes by supplemental indenture, in the case of
      the Partnership, the due and punctual payment of the principal of, premium
      (if any) and interest on and any Additional Amounts with respect to all
      the Securities and the performance of the Partnership's covenants and
      obligations under this Indenture and the Securities, or, in the case of
      the Guarantor, the performance of the Guarantee and the Guarantor's
      covenants and obligations under this Indenture and the Securities;

            (2)   immediately after giving effect to such transaction or series
      of transactions, no Default or Event of Default shall have occurred and be
      continuing or would result therefrom; and

            (3)   the Partnership or the Guarantor, as the case may be, delivers
      to the Trustee an Officers' Certificate and an Opinion of Counsel, each
      stating that the transaction and such supplemental indenture comply with
      this Indenture.

SECTION 5.02      Successor Person Substituted.

            Upon any consolidation or merger of the Partnership or the
Guarantor, as the case may be, or any sale, lease, conveyance, transfer or other
disposition of all or substantially all of the assets of the Partnership or the
Guarantor in accordance with Section 5.01, the Successor formed by such
consolidation or into or with which the Partnership or the Guarantor is merged
or to which such sale, lease, conveyance, transfer or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of the Partnership or the Guarantor, as the case may be, under this Indenture
and the Securities with the same effect as if such Successor had been named as
the Partnership or the Guarantor, as the case may be, herein and the predecessor
Partnership or Guarantor, in the case of a sale, conveyance, transfer or other
disposition, shall be released from all obligations under this Indenture, the
Securities and, in the case of the Guarantor, the Guarantee.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default.

            Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security for
such series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

                  (1)   there is a default in the payment of interest on or any
      Additional Amounts with respect to any Security of that series when the
      same becomes due and payable and such default continues for a period of 30
      days;

                  (2)   there is a default in the payment of the principal of or
      premium, if any, on any Securities of that series as and when the same
      shall become due and payable, whether at Stated Maturity, upon redemption,
      by declaration, upon required repurchase or otherwise;

                                       27


                  (3)   there is a default in the payment of any sinking fund
      payment with respect to any Securities of that series as and when the same
      shall become due and payable;

                  (4)   there is a failure on the part of the Partnership, or if
      any series of Securities outstanding under this Indenture is entitled to
      the benefits of a Guarantee by the Guarantor, the Guarantor, duly to
      observe or perform any other of the covenants or agreements on the part of
      the Partnership, or if applicable, the Guarantor, in the Securities of
      that series, in any resolution of the Board of Directors authorizing the
      issuance of that series of Securities, in this Indenture with respect to
      such series or in any supplemental Indenture with respect to such series
      (other than a default in the performance of a covenant which is
      specifically dealt with elsewhere in this Section 6.01), continuing for a
      period of 60 days after the date on which written notice specifying such
      failure and requiring the Partnership, or if applicable, the Guarantor, to
      remedy the same shall have been given, by registered or certified mail, to
      the Partnership, or if applicable, the Guarantor, by the Trustee or to the
      Partnership, or if applicable, the Guarantor, and the Trustee by the
      Holders of at least 25% in aggregate principal amount of the Securities of
      that series at the time outstanding;

                  (5)   the Partnership, or if any series of Securities
      outstanding under this Indenture is entitled to the benefits of a
      Guarantee by the Guarantor, the Guarantor, pursuant to or within the
      meaning of any Bankruptcy Law:

                  (A)   commences a voluntary case,

                  (B)   consents to the entry of an order for relief against it
            in an involuntary case,

                  (C)   consents to the appointment of a Bankruptcy Custodian of
            it or for all or substantially all of its property, or

                  (D)   makes a general assignment for the benefit of its
            creditors;

                  (6)   a court of competent jurisdiction enters an order or
      decree under any Bankruptcy Law that remains unstayed and in effect for 60
      days and that:

                  (A)   is for relief against the Partnership or the Guarantor
            as debtor in an involuntary case;

                  (B)   appoints a Bankruptcy Custodian of the Partnership or
            the Guarantor or a Bankruptcy Custodian for all or substantially all
            of the property of the Partnership or the Guarantor; or

                  (C)   orders the liquidation of the Partnership or the
            Guarantor;

                  (7)   If any series of Securities outstanding under this
      Indenture is entitled to the benefits of a Guarantee by the Guarantor, the
      Guarantee ceases to be in full force and effect with respect to Securities
      of that series (except as

                                       28


      otherwise provided in this Indenture) or is declared null and void in a
      judicial proceeding or the Guarantor (if applicable) denies or disaffirms
      its obligations under this Indenture or such Guarantee; or

                  (8)   any other Event of Default provided with respect to
      Securities of that series occurs.

            The term "Bankruptcy Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

            The Trustee shall not be deemed to know or have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture.

            When a Default is cured, it ceases.

            Notwithstanding the foregoing provisions of this Section 6.01, if
the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Partnership or the Guarantor for making payment thereof due to
the imposition of exchange controls or other circumstances beyond the control of
the Partnership or the Guarantor (a "Conversion Event"), each of the Partnership
and the Guarantor will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar
equivalent of the amount payable in such other currency, as determined by the
Partnership or the Guarantor making such payment, as the case may be, by
reference to the Exchange Rate on the date of such payment, or, if such rate is
not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

            Promptly after the occurrence of a Conversion Event, the Partnership
or the Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 12.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Partnership or the
Guarantor making such payment, as the case may be, shall give notice in the
manner provided in Section 12.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.

            A Default under clause (4) or (8) of this Section 6.01 is not an
Event of Default until the Trustee notifies the Partnership and the Guarantor,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Partnership and the Guarantor and
the Trustee, of the Default,

                                       29


and the Partnership or the Guarantor, as the case may be, fails to cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

SECTION 6.02      Acceleration.

            If an Event of Default with respect to any Securities of any series
at the time outstanding (other than an Event of Default specified in clause (5)
or (6) of Section 6.01) occurs and is continuing, the Trustee by notice to the
Partnership and the Guarantor, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Event
of Default (or, in the case of an Event of Default described in clause (4) of
Section 6.01, if outstanding Securities of other series are affected by such
Event of Default, then at least 25% in principal amount of the then outstanding
Securities so affected) by notice to the Partnership and the Guarantor and the
Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) and all accrued and unpaid interest on
all then outstanding Securities of such series or of all series, as the case may
be, to be due and payable. Upon any such declaration, the amounts due and
payable on the Securities shall be due and payable immediately. If an Event of
Default specified in clause (5) or (6) of Section 6.01 hereof occurs, such
amounts shall ipso facto become and be immediately due and payable without any
declaration, notice or other act on the part of the Trustee or any Holder. The
Holders of a majority in principal amount of the then outstanding Securities of
the series affected by such Event of Default or all series, as the case may be,
by written notice to the Trustee may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or
any Additional Amounts with respect to the Securities) if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
with respect to Securities of that series (or of all series, as the case may be)
have been cured or waived, except nonpayment of principal, premium, interest or
any Additional Amounts that has become due solely because of the acceleration.

SECTION 6.03      Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04      Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to the Trustee may waive an existing or
past Default or Event of Default with respect to such series

                                       30


or all series, as the case may be, and its consequences (including waivers
obtained in connection with a tender offer or exchange offer for Securities of
such series or all series or a solicitation of consents in respect of Securities
of such series or all series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such
series or all series (but the terms of such offer or solicitation may vary from
series to series)), except (1) a continuing Default or Event of Default in the
payment of the principal of, or premium, if any, or interest on or any
Additional Amounts with respect to any Security or (2) a continued Default in
respect of a provision that under Section 9.02 cannot be amended or supplemented
without the consent of each Holder affected. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

SECTION 6.05      Control by Majority.

            With respect to Securities of any series, the Holders of a majority
in principal amount of the then outstanding Securities of such series may direct
in writing the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking such action.

SECTION 6.06      Limitations on Suits.

            Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of such
series only if:

            (1)   the Holder gives to the Trustee written notice of a continuing
      Event of Default with respect to such series;

            (2)   the Holders of at least 25% in principal amount of the then
      outstanding Securities of such series make a written request to the
      Trustee to pursue the remedy;

            (3)   such Holder or Holders offer to the Trustee indemnity
      satisfactory to the Trustee against any loss, liability or expense;

            (4)   the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer of indemnity; and

                                       31


            (5)   during such 60-day period the Holders of a majority in
      principal amount of the Securities of that series do not give the Trustee
      a direction inconsistent with the request.

            A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07      Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to the Security, on or
after the respective due dates expressed in the Security, or to bring suit for
the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08      Collection Suit by Trustee.

            If an Event of Default specified in clause (1) or (2) of Section
6.01 hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the
Partnership or the Guarantor for the amount of principal, premium (if any),
interest and any Additional Amounts remaining unpaid on the Securities of the
series affected by the Event of Default, and interest on overdue principal and
premium, if any, and, to the extent lawful, interest on overdue interest, and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09      Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Partnership or the Guarantor or their respective creditors or
properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization

                                       32


or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10      Priorities.

            If the Trustee collects any money pursuant to this Article VI, it
shall pay out the money in the following order:

            First: to the Trustee for amounts due under Section 7.07;

            Second: to Holders for amounts due and unpaid on the Securities in
      respect of which or for the benefit of which such money has been
      collected, for principal, premium (if any), interest and any Additional
      Amounts ratably, without preference or priority of any kind, according to
      the amounts due and payable on such Securities for principal, premium (if
      any), interest and any Additional Amounts, respectively; and

            Third: to the Partnership.

            The Trustee, upon prior written notice to the Partnership, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

            To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Partnership or the Guarantor in any
court it is necessary to convert the sum due in respect of the principal of,
premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the Business Day in The City of New York next preceding
that on which final judgment is given. Neither the Partnership, the Guarantor
nor the Trustee shall be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section 6.10 caused by
a change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section 6.10 to Holders
of Securities, but payment of such judgment shall discharge all amounts owed by
the Partnership and the Guarantor on the claim or claims underlying such
judgment.

SECTION 6.11      Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a

                                       33


suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a
Holder or Holders of more than 10% in principal amount of the then outstanding
Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01      Duties of Trustee.

            (a)   If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in such exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

            (b)   Except during the continuance of an Event of Default with
respect to the Securities of any series:

            (1)   the Trustee need perform only those duties that are
      specifically set forth in this Indenture and no others, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2)   in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine such certificates and opinions to
      determine whether, on their face, they appear to conform to the
      requirements of this Indenture.

            (c)   The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (1)   this paragraph does not limit the effect of Section 7.01(b);

            (2)   the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it is proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (3)   the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

            (d)   Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

            (e)   No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

                                       34


            (f)   The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Partnership
and the Guarantor. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law. All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.

SECTION 7.02      Rights of Trustee.

            (a)   The Trustee may conclusively rely on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

            (b)   Before the Trustee acts or refrains from acting, it may
require instruction, an Officers' Certificate or an Opinion of Counsel or both
to be provided. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such instruction, Officers' Certificate or
Opinion of Counsel. The Trustee may consult at the Partnership's expense with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

            (c)   The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

            (d)   The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

            (e)   Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Partnership or the Guarantor shall
be sufficient if signed by an Officer of the General Partner.

            (f)   The Trustee shall not be obligated to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document.

            (g)   The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

            (h)   The Trustee may request that the Partnership deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

                                       35


SECTION 7.03      May Hold Securities.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Partnership and
the Guarantor, or any of their respective Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights
and duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04      Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Partnership's use of the proceeds from the Securities or any money paid to the
Partnership or the Guarantor or upon the Partnership's or the Guarantor's
direction under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Securities other than its certificate of authentication.

SECTION 7.05      Notice of Defaults.

            If a Default or Event of Default with respect to the Securities of
any series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of such series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

SECTION 7.06      Reports by Trustee to Holders.

            Within 60 days after each September 15 of each year after the
execution of this Indenture, the Trustee shall mail to Holders of a series, the
Guarantor and the Partnership a brief report dated as of such reporting date
that complies with TIA Section 313(a); provided, however, that if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date with respect to a series, no report need be transmitted to
Holders of such series. The Trustee also shall comply with TIA Section 313(b).
The Trustee shall also transmit by mail all reports if and as required by TIA
Sections. 313(c) and 313(d).

            A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Partnership or the Guarantor with the
SEC and each securities exchange, if any, on which the Securities of such series
are listed. The Partnership shall notify the Trustee if and when any series of
Securities is listed on any securities exchange.

SECTION 7.07      Compensation and Indemnity.

            The Partnership agrees to pay to the Trustee for its acceptance of
this Indenture and services hereunder such compensation as the Partnership and
the Trustee shall from time to

                                       36


time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Partnership agrees to
reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

            The Partnership hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and the
Guarantor promptly of any claim for which it may seek indemnity. The Partnership
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Partnership shall pay the reasonable
fees and expenses of such counsel. The Partnership need not pay for any
settlement made without its consent.

            The Partnership shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

            To secure the payment obligations of the Partnership in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, premium (if any) and interest on and any Additional Amounts with
respect to Securities of any series. Such lien and the Partnership's obligations
under this Section 7.07 shall survive the satisfaction and discharge of this
Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08      Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

            The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Partnership and the
Guarantor. The Holders of a majority in principal amount of the then outstanding
Securities of any series may remove the Trustee with respect to the Securities
of such series by so notifying the Trustee, the Partnership and the Guarantor.
The Partnership may remove the Trustee if:

            (1)   the Trustee fails to comply with Section 7.10;

            (2)   the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3)   a Bankruptcy Custodian or public officer takes charge of the
      Trustee or its property; or

                                       37


            (4)   the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Partnership shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.

            If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Partnership), the Partnership, the Guarantor or the Holders of at least 10% in
principal amount of the then outstanding Securities of such series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

            If the Trustee with respect to the Securities of a series fails to
comply with Section 7.10, any Holder of Securities of such series may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee with respect to the Securities of such
series.

            In case of the appointment of a successor Trustee with respect to
all Securities, each such successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee, to the Partnership and to the
Guarantor. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

            In case of the appointment of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Partnership and the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee. Upon
the execution and delivery of such supplemental indenture, the

                                       38


resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee shall have all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates. On request of the Partnership or any successor Trustee, such retiring
Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Such retiring
Trustee shall, however, have the right to deduct its unpaid fees and expenses,
including attorneys' fees.

            Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Partnership under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09      Successor Trustee by Merger, etc.

            Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

            In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10      Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by federal or state (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

            The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

                                       39


SECTION 7.11      Preferential Collection of Claims Against the Partnership or
                  the Guarantor.

            The Trustee is subject to and shall comply with the provisions of
TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01      Termination of the Partnership's and the Guarantor's
                  Obligations.

            (a)   This Indenture shall cease to be of further effect with
respect to the Securities of a series (except that the Partnership's obligations
under Section 7.07, the Trustee's and Paying Agent's obligations under Section
8.03 and the rights, powers, protections and privileges accorded the Trustee
under Article VII shall survive), and the Trustee and the Guarantor, on demand
of the Partnership, shall execute proper instruments acknowledging the
satisfaction and discharge of this Indenture with respect to the Securities of
such series, when:

            (1)   either:

                  (A)   all outstanding Securities of such series theretofore
            authenticated and issued (other than destroyed, lost or stolen
            Securities that have been replaced or paid) have been delivered to
            the Trustee for cancellation; or

                  (B)   all outstanding Securities of such series not
            theretofore delivered to the Trustee for cancellation:

                        (i)   have become due and payable, or

                        (ii)  will become due and payable at their Stated
                              Maturity within one year, or

                        (iii) are to be called for redemption within one year
                              under arrangements satisfactory to the Trustee for
                              the giving of notice of redemption by the Trustee
                              in the name, and at the expense, of the
                              Partnership,

            and, in the case of clause (i), (ii) or (iii) above, the Partnership
            or the Guarantor has irrevocably deposited or caused to be deposited
            with the Trustee as funds (immediately available to the Holders in
            the case of clause (i)) in trust for such purpose (x) cash in an
            amount, or (y) Government Obligations, maturing as to principal and
            interest at such times and in such amounts as will ensure the
            availability of cash in an amount or (z) a combination thereof,
            which will be sufficient, in the opinion (in the case of clauses (y)
            and (z)) of a nationally recognized firm of independent public
            accountants expressed in a written certification thereof delivered
            to the Trustee, to pay and discharge the entire indebtedness on the
            Securities of such series for principal and interest to the date

                                       40


            of such deposit (in the case of Securities which have become due and
            payable) or for principal, premium, if any, and interest to the
            Stated Maturity or Redemption Date, as the case may be; or

                  (C)   the Partnership and the Guarantor have properly
            fulfilled such other means of satisfaction and discharge as is
            specified, as contemplated by Section 2.01, to be applicable to the
            Securities of such series;

            (2)   the Partnership and the Guarantor have paid or caused to be
      paid all other sums payable by them hereunder with respect to the
      Securities of such series; and

            (3)   the Partnership has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, together with an Opinion of Counsel to the same
      effect.

            (b)   Unless this Section 8.01(b) is specified as not being
applicable to Securities of a series as contemplated by Section 2.01, the
Partnership may, at its option, terminate certain of its and the Guarantor's
respective obligations under this Indenture ("covenant defeasance") with respect
to the Securities of a series if:

            (1)   the Partnership or the Guarantor has irrevocably deposited or
      caused to be irrevocably deposited with the Trustee as trust funds in
      trust for the purpose of making the following payments, specifically
      pledged as security for and dedicated solely to the benefit of the Holders
      of Securities of such series, (i) money in the currency in which payment
      of the Securities of such series is to be made in an amount, or (ii)
      Government Obligations with respect to such series, maturing as to
      principal and interest at such times and in such amounts as will ensure
      the availability of money in the currency in which payment of the
      Securities of such series is to be made in an amount or (iii) a
      combination thereof, that is sufficient, in the opinion (in the case of
      clauses (ii) and (iii)) of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay the principal of and premium (if any) and interest
      on all Securities of such series on each date that such principal, premium
      (if any) or interest is due and payable and (at the Stated Maturity
      thereof or upon redemption as provided in Section 8.01(e)) to pay all
      other sums payable by it hereunder; provided that the Trustee shall have
      been irrevocably instructed to apply such money and/or the proceeds of
      such Government Obligations to the payment of said principal, premium (if
      any) and interest with respect to the Securities of such series as the
      same shall become due;

            (2)   the Partnership has delivered to the Trustee an Officers'
      Certificate stating that all conditions precedent to satisfaction and
      discharge of this Indenture with respect to the Securities of such series
      have been complied with, and an Opinion of Counsel to the same effect;

            (3)   no Default or Event of Default with respect to the Securities
      of such series shall have occurred and be continuing on the date of such
      deposit;

                                       41


            (4)   the Partnership shall have delivered to the Trustee an Opinion
      of Counsel from a nationally recognized counsel acceptable to the Trustee
      or a tax ruling to the effect that the Holders will not recognize income,
      gain or loss for U.S. Federal income tax purposes as a result of the
      Partnership's exercise of its option under this Section 8.01(b) and will
      be subject to U.S. Federal income tax on the same amount and in the same
      manner and at the same times as would have been the case if such option
      had not been exercised;

            (5)   the Partnership and the Guarantor have complied with any
      additional conditions specified pursuant to Section 2.01 to be applicable
      to the discharge of Securities of such series pursuant to this Section
      8.01; and

            (6)   such deposit and discharge shall not cause the Trustee to have
      a conflicting interest as defined in TIA Section 310(b).

            In such event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee and the Guarantor, on
demand of the Partnership, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture. However, the Partnership's and
the Guarantor's respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Partnership's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

            After such irrevocable deposit made pursuant to this Section 8.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Partnership's and the
Guarantor's obligations under this Indenture with respect to the Securities of
such series except for those surviving obligations specified above.

            In order to have money available on a payment date to pay principal
of or premium (if any) or interest on the Securities, the Government Obligations
shall be payable as to principal or interest on or before such payment date in
such amounts as will provide the necessary money. Government Obligations shall
not be callable at the issuer's option.

            (c)   If the Partnership and the Guarantor have previously complied
or are concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to Securities of such
series as contemplated by Section 2.01, the Partnership may elect its and the
Guarantor's respective obligations to make payments with respect to Securities
of such series be discharged ("legal defeasance"), if:

            (1)   no Default or Event of Default under clauses (5) and (6) of
      Section 6.01 hereof shall have occurred at any time during the period
      ending on the 91st day after the

                                       42


      date of deposit contemplated by Section 8.01(b) (it being understood that
      this condition shall not be deemed satisfied until the expiration of such
      period);

            (2)   unless otherwise specified with respect to Securities of such
      series as contemplated by Section 2.01, the Partnership has delivered to
      the Trustee an Opinion of Counsel from a nationally recognized counsel
      acceptable to the Trustee to the effect referred to in Section 8.01(b)(4)
      with respect to such legal defeasance, which opinion is based on (i) a
      private ruling of the Internal Revenue Service addressed to the
      Partnership, (ii) a published ruling of the Internal Revenue Service
      pertaining to a comparable form of transaction or (iii) a change in the
      applicable federal income tax law (including regulations) after the date
      of this Indenture;

            (3)   the Partnership and the Guarantor have complied with any other
      conditions specified pursuant to Section 2.01 to be applicable to the
      legal defeasance of Securities of such series pursuant to this Section
      8.01(c); and

            (4)   the Partnership has delivered to the Trustee a Partnership
      Request requesting such legal defeasance of the Securities of such series
      and an Officers' Certificate stating that all conditions precedent with
      respect to such legal defeasance of the Securities of such series have
      been complied with, together with an Opinion of Counsel to the same
      effect.

            In such event, the Partnership and the Guarantor will be discharged
from their respective obligations under this Indenture and the Securities of
such series to pay principal of, premium (if any) and interest on, and any
Additional Amounts with respect to, Securities of such series, the Partnership's
and the Guarantor's respective obligations under Sections 4.01, 4.02 and 11.01
shall terminate with respect to such Securities, and the entire indebtedness of
the Partnership evidenced by such Securities and of the Guarantor evidenced by
the related Guarantee shall be deemed paid and discharged.

            (d)   If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Partnership and the Guarantor may terminate any or all of its obligations under
this Indenture with respect to Securities of a series and any or all of its
obligations under the Securities of such series if it fulfills such other means
of satisfaction and discharge as may be so specified, as contemplated by Section
2.01, to be applicable to the Securities of such series.

            (e)   If Securities of any series subject to subsections (a), (b),
(c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the
Partnership shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Partnership.

                                       43


SECTION 8.02      Application of Trust Money.

            The Trustee or a trustee satisfactory to the Trustee and the
Partnership shall hold in trust money or Government Obligations deposited with
it pursuant to Section 8.01 hereof. It shall apply the deposited money and the
money from Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of the
series with respect to which the deposit was made.

SECTION 8.03      Repayment to Partnership or the Guarantor.

            The Trustee and the Paying Agent shall promptly pay to the
Partnership or the Guarantor any excess money or Government Obligations (or
proceeds therefrom) held by them at any time upon the written request of the
Partnership.

            Subject to the requirements of any applicable abandoned property
laws, the Trustee and the Paying Agent shall pay to the Partnership upon written
request any money held by them for the payment of principal, premium (if any),
interest or any Additional Amounts that remain unclaimed for two years after the
date upon which such payment shall have become due. After payment to the
Partnership, Holders entitled to the money must look to the Partnership for
payment as general creditors unless an applicable abandoned property law
designates another Person, and all liability of the Trustee and the Paying Agent
with respect to such money shall cease.

SECTION 8.04      Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the obligations of the
Partnership and the Guarantor under this Indenture with respect to the
Securities of such series and under the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money or Government Obligations in accordance with Section 8.01;
provided, however, that if the Partnership or the Guarantor has made any payment
of principal of, premium (if any) or interest on or any Additional Amounts with
respect to any Securities because of the reinstatement of its obligations, the
Partnership and the Guarantor, as the case may be, shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or Government Obligations held by the Trustee or the Paying Agent.

                                       44


                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01      Without Consent of Holders.

            The Partnership, the Guarantor and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or
thereof without the consent of any Holder:

            (1)   to cure any ambiguity, omission, defect or inconsistency;

            (2)   to comply with Section 5.01;

            (3)   to provide for uncertificated Securities in addition to or in
      place of certificated Securities, or to provide for the issuance of bearer
      Securities (with or without coupons);

            (4)   to provide any security for, or to add any guarantees of or
      additional obligors on, any series of Securities or the related Guarantee;

            (5)   to comply with any requirement in order to effect or maintain
      the qualification of this Indenture under the TIA;

            (6)   to add to the covenants of the Partnership or the Guarantor
      for the benefit of the Holders of all or any series of Securities (and if
      such covenants are to be for the benefit of less than all series of
      Securities, stating that such covenants are expressly being included
      solely for the benefit of such series), or to surrender any right or power
      herein conferred upon the Partnership or the Guarantor;

            (7)   to add any additional Events of Default with respect to all or
      any series of the Securities (and, if any Event of Default is applicable
      to less than all series of Securities, specifying the series to which such
      Event of Default is applicable);

            (8)   to change or eliminate any of the provisions of this
      Indenture; provided that any such change or elimination shall become
      effective only when there is no outstanding Security of any series created
      prior to the execution of such amendment or supplemental indenture that is
      adversely affected in any material respect by such change in or
      elimination of such provision;

            (9)   to establish the form or terms of Securities of any series as
      permitted by Section 2.01;

            (10)  to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Section 8.01; provided,
      however, that any such action shall not adversely affect the interest of
      the Holders of Securities of such series or any other series of Securities
      in any material respect; or

                                       45


            (11)  to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 7.08.

            Upon the request of the Partnership, accompanied by a Board
Resolution, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the
Partnership and the Guarantor in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture and make any further
appropriate agreements and stipulations that may be therein contained.

SECTION 9.02      With Consent of Holders.

            Except as provided below in this Section 9.02, the Partnership and
the Guarantor and the Trustee may amend or supplement this Indenture with the
written consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

            Upon the request of the Partnership, accompanied by a Board
Resolution, and upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Partnership and the Guarantor in the execution of such amendment or
supplemental indenture.

            It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

            The Holders of a majority in principal amount of the then
outstanding Securities of one or more series or of all series may waive
compliance in a particular instance by the Partnership or the Guarantor with any
provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities
of such series, provided that in each case such offer or solicitation is made to
all Holders of then outstanding Securities of such series (but the terms of such
offer or solicitation may vary from series to series)).

            However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

            (1)   reduce the amount of Securities whose Holders must consent to
      an amendment, supplement or waiver;

                                       46


            (2)   reduce the rate of or change the time for payment of interest,
      including default interest, on any Security;

            (3)   reduce the principal of, any premium on or any mandatory
      sinking fund payment with respect to, or change the Stated Maturity of,
      any Security or reduce the amount of the principal of an Original Issue
      Discount Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 6.02;

            (4)   reduce the premium, if any, payable upon the redemption of any
      Security or change the time at which any Security may or shall be
      redeemed;

            (5)   change any obligation of the Partnership or the Guarantor to
      pay Additional Amounts with respect to any Security;

            (6)   change the coin or currency or currencies (including composite
      currencies) in which any Security or any premium, interest or Additional
      Amounts with respect thereto are payable;

            (7)   impair the right to institute suit for the enforcement of any
      payment of principal of, premium (if any) or interest on or any Additional
      Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
      except as limited by Section 6.06;

            (8)   make any change in the percentage of principal amount of
      Securities necessary to waive compliance with certain provisions of this
      Indenture pursuant to Section 6.04 or 6.07 or make any change in this
      sentence of Section 9.02;

            (9)   modify the provisions of this Indenture with respect to the
      subordination of any Security and any related Guarantee in a manner
      adverse to the Holder thereof;

            (10)  waive a continuing Default or Event of Default in the payment
      of principal of, premium (if any) or interest on or Additional Amounts
      with respect to the Securities; or

            (11)  except as provided in Section 11.04, release the Guarantor or
      modify the Guarantee in any manner adverse to the Holders.

            An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Indebtedness unless the holders of the issue pursuant to its terms consent to
the change.

            A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

                                       47


            The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Partnership or the Guarantor to obtain any such consent otherwise required from
such Holder) may be subject to the requirement that such Holder shall have been
the Holder of record of any Securities with respect to which such consent is
required or sought as of a date identified by the Partnership or the Guarantor
in a notice furnished to Holders in accordance with the terms of this Indenture.

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Partnership shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Partnership to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, supplement or waiver.

SECTION 9.03      Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04      Revocation and Effect of Consents.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Partnership or the Guarantor in a notice furnished to such Holder in
accordance with the terms of this Indenture or, if no such date and time shall
be identified, the date the amendment, supplement or waiver becomes effective.
An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.

            The Partnership or the Guarantor may, but shall not be obligated to,
fix a record date (which need not comply with TIA Section 316(c)) for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

            After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof. In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

                                       48


SECTION 9.05      Notation on or Exchange of Securities.

            If an amendment or supplement changes the terms of an outstanding
Security, the Partnership may require the Holder of the Security to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Partnership regarding the changed terms and return it to the
Holder. Alternatively, if the Partnership so determines, the Partnership in
exchange for the Security shall issue, the Guarantor shall execute and the
Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment or supplement.

            Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06      Trustee to Sign Amendments, etc.

            The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel provided at the expense of the Partnership
or the Guarantor as conclusive evidence that such amendment or supplement is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Partnership and the Guarantor in
accordance with its terms.

                                   ARTICLE X
                    SUBORDINATION OF SECURITIES AND GUARANTEE

SECTION 10.01     Applicability of Article; Agreement To Subordinate.

            The provisions of this Article X shall only be applicable to the
Securities of any series (Securities of such series referred to in this Article
X as "Subordinated Securities") designated, pursuant to Section 2.01, as
subordinated to Senior Indebtedness and any related Guarantee of such
Subordinated Securities. Each Holder by accepting a Subordinated Security agrees
that the Debt evidenced by such Subordinated Security and any related Guarantee
of such Subordinated Security is subordinated in right of payment, to the extent
and in the manner provided in this Article X, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable by
the holders of Indebtedness. All provisions of this Article X shall be subject
to Section 10.12.

SECTION 10.02     Liquidation, Dissolution, Bankruptcy.

            Upon any payment or distribution of the assets of the Partnership or
the Guarantor, as the case may be, to creditors, upon a liquidation or a
dissolution of the Partnership or the Guarantor, as the case may be, or in a
bankruptcy, reorganization, insolvency, receivership

                                       49


or similar proceeding relating to the Partnership or the Guarantor, as the case
may be, or their respective property:

            (a)   holders of Senior Indebtedness of the Partnership or the
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 or the Guarantor, as the case may
be, in such bankruptcy proceeding) before Holders of Subordinated Securities and
any related Guarantee shall be entitled to receive any payment of principal of,
or premium, if any, or interest on, the Subordinated Securities from the
Partnership, or any payment in respect of any Guarantee from the Guarantor; and

            (b)   until the Senior Indebtedness of the Partnership and the
Guarantor, as the case may be, is paid in full, any distribution to which
Holders of Subordinated Securities and any related Guarantee would be entitled
but for this Article X shall be made to holders of Senior Indebtedness of the
Partnership or the Guarantor, 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 or the Guarantor, as
the case may be, to at least the same extent as the Subordinated Securities of
the Partnership or the related Guarantee of the Guarantor, respectively.

SECTION 10.03     Default on Senior Indebtedness.

            The Partnership and the Guarantor may not pay the principal of, or
premium, if any, or interest on, the Subordinated Securities or any related
Guarantee or make any deposit pursuant to Article VIII and may not repurchase,
redeem or otherwise retire (except, in the case of Subordinated Securities that
provide for a mandatory sinking fund pursuant to Section 3.11, by the delivery
of Subordinated Securities by the Partnership to the Trustee pursuant to the
first paragraph of Section 3.11) any Subordinated Securities (collectively, "pay
the Subordinated 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 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 and the Guarantor may make payments on the Subordinated 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 and the Guarantor may not make payments on the Subordinated
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) 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

                                       50


written notice to the Trustee and the Partnership 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 10.02 and the first sentence of this Section 10.03), 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 and the Guarantor may resume payments on the Subordinated Securities
and related Guarantee 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
2.01 for the Subordinated 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 10.03, 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 10.04     Acceleration of Payment of Securities.

            If payment of the Subordinated 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 10.05     When Distribution Must Be Paid Over.

            If a distribution is made to Holders of Subordinated Securities or a
related Guarantee that because of this Article X 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 10.06     Subrogation.

            After all Senior Indebtedness is paid in full and until the
Subordinated 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 X to holders of
Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Securities is not, as between the Partnership and the Guarantor and
such Holders, a payment by the Partnership and the Guarantor on Senior
Indebtedness.

                                       51


SECTION 10.07     Relative Rights.

            This Article X defines the relative rights of Holders of
Subordinated Securities and holders of Senior Indebtedness. Nothing in this
Indenture shall:

            (a)   impair, as between the Partnership or the Guarantor and
Holders of either Subordinated Securities or Securities, the obligation of the
Partnership or the Guarantor, which is absolute and unconditional, to pay
principal of, and premium, if any, and interest on, the Subordinated Securities
and the Securities in accordance with their terms; or

            (b)   prevent the Trustee or any Holder of either Subordinated
Securities or 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 Securities.

SECTION 10.08     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 Securities and the
Guarantee in respect thereof shall be impaired by any act or failure to act by
the Partnership or the Guarantor or by its failure to comply with this
Indenture.

SECTION 10.09     Rights of Trustee and Paying Agent.

            Notwithstanding Sections 10.02 and 10.03, the Trustee or any paying
agent may continue to make payments on Subordinated 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 X. 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 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 X 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
X shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.07.

SECTION 10.10     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).

                                       52


SECTION 10.11     Article X Not to Prevent Defaults or Limit Right to
                  Accelerate.

            The failure to make a payment pursuant to the Subordinated
Securities, whether directly or pursuant to the Guarantee, by reason of any
provision in this Article X shall not be construed as preventing the occurrence
of a Default. Nothing in this Article X shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of either the Subordinated
Securities or the Securities, as the case may be.

SECTION 10.12     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 VIII by the Trustee for the payment of principal of, and premium, if
any, and interest on, the Subordinated Securities or the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article X, and none of the Holders thereof shall
be obligated to pay over any such amount to the Partnership, the Guarantor or
any holder of Senior Indebtedness of the Partnership or the Guarantor or any
other creditor of the Partnership or the Guarantor.

SECTION 10.13     Trustee Entitled to Rely.

            Upon any payment or distribution pursuant to this Article X, 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 10.02 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 or the Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article X. 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 to this Article X, 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 X, 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 X.

SECTION 10.14     Trustee to Effectuate Subordination.

            Each Holder by accepting a Subordinated 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 Securities and the holders of Senior Indebtedness as provided in
this Article X and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                                       53


SECTION 10.15     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 Securities or
the Partnership or the Guarantor or any other Person, money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article X
or otherwise.

SECTION 10.16     Reliance by Holders of Senior Indebtedness on Subordination
                  Provisions.

            Each Holder by accepting a Subordinated 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 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 XI
                                    GUARANTEE

SECTION 11.01     Unconditional Guarantee.

            (a)   Notwithstanding any provision of this Article XI to the
contrary, the provisions of this Article XI relating to the Guarantor shall be
applicable only to, and inure solely to the benefit of, the Securities of any
series designated, pursuant to Section 2.01 as entitled to the benefits of the
Guarantee of the Guarantor.

            (b)   For value received, the Guarantor hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Securities and all other amounts due and payable under
this Indenture and the Securities by the Partnership, when and as such
principal, premium, if any, and interest shall become due and payable, whether
at the stated maturity or by declaration of acceleration, call for redemption or
otherwise, according to the terms of the Securities and this Indenture, subject
to the limitations set forth in Section 11.03 and (ii) in the case of the
Guarantee of the Subordinated Securities, to the subordination provisions
contained in Article X.

            (c)   Failing payment when due of any amount guaranteed pursuant to
the Guarantee, for whatever reason, the Guarantor will be obligated to pay the
same immediately, subject, in the case of the Guarantee of the Subordinated
Securities, to the subordination provisions contained in Article X. The
Guarantee hereunder (other than the Guarantee of Subordinated Securities) is
intended to be a general, unsecured, senior obligation of the Guarantor and will
rank pari passu in right of payment with all Debt of the Guarantor that is not,
by its terms, expressly subordinated in right of payment to the Guarantee. The
Guarantor hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Securities, the Guarantee (including the Guarantee of the
Guarantor) or this Indenture, the absence of any action to enforce the same, any
waiver or

                                       54


consent by any Holder of the Securities with respect to any provisions hereof or
thereof, the recovery of any judgment against the Partnership or the Guarantor,
or any action to enforce the same or any other circumstances which might
otherwise constitute a legal or equitable discharge or defense of the Guarantor.
The Guarantor hereby agrees that in the event of a default in payment of the
principal of, or premium, if any, or interest on the Securities, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 6.06, by the Holders, on the terms and conditions
set forth in this Indenture, directly against the Guarantor to enforce the
Guarantee without first proceeding against the Partnership.

            (d)   The obligations of the Guarantor under this Article XI shall
be as aforesaid full, unconditional and absolute and shall not be impaired,
modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Partnership or the Guarantor contained in the
Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of the Partnership and the Guarantor or any of their
estates in bankruptcy, or any remedy for the enforcement thereof, resulting from
the operation of any present or future provision of any applicable Bankruptcy
Law, as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Partnership and the Guarantor or the Trustee of any
rights or remedies under the Securities or this Indenture or their delay in or
failure to assert or exercise any such rights or remedies, (iv) the assignment
or the purported assignment of any property as security for the Securities,
including all or any part of the rights of the Partnership or the Guarantor
under this Indenture, (v) the extension of the time for payment by the
Partnership or the Guarantor of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Securities or this
Indenture or of the time for performance by the Partnership or the Guarantor of
any other obligations under or arising out of any such terms and provisions or
the extension or the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Partnership or the Guarantor set forth in this Indenture, (vii) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar
proceeding affecting, the Partnership or the Guarantor or any of their
respective assets, or the disaffirmance of the Securities, the Guarantee or this
Indenture in any such proceeding, (viii) the release or discharge of the
Partnership or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of the Securities, the Guarantee or
this Indenture or (x) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.

            (e)   The Guarantor hereby (i) waives diligence, presentment, demand
of payment, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Partnership or the Guarantor, and all demands whatsoever,
(ii) acknowledges that any agreement, instrument or document evidencing the
Guarantee may be transferred and that the benefit of its obligations hereunder
shall extend to each holder of any agreement, instrument or document

                                       55


evidencing the Guarantee without notice to it and (iii) covenants that the
Guarantee will not be discharged except by complete performance of the
Guarantee. The Guarantor further agrees that if at any time all or any part of
any payment theretofore applied by any Person to the Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including without limitation,
the insolvency, bankruptcy or reorganization of the Partnership, the Guarantor,
the Guarantee shall, to the extent that such payment is or must be rescinded or
returned, be deemed to have continued in existence notwithstanding such
application, and the Guarantee shall continue to be effective or be reinstated,
as the case may be, as though such application had not been made.

            (f)   The Guarantor shall be subrogated to all rights of the Holders
and the Trustee against the Partnership in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Indenture, provided, however, that
the Guarantor, shall not be entitled to enforce or to receive any payments
arising out of, or based upon, such right of subrogation until all of the
Securities and the Guarantee shall have been paid in full or discharged.

SECTION 11.02     Execution and Delivery of Guarantee.

            To further evidence the Guarantee set forth in Section 11.01, the
Guarantor hereby agrees that a notation relating to such Guarantee,
substantially in the form attached hereto as Annex A, shall be endorsed on each
Security entitled to the benefits of the Guarantee authenticated and delivered
by the Trustee and executed by either manual or facsimile signature of an
Officer of the General Partner. The Guarantor hereby agrees that the Guarantee
set forth in Section 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation relating to the Guarantee. If
any Officer of the General Partner, whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, the Guarantee of such Security shall be
valid nevertheless. The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantor.

            The Trustee hereby accepts the trusts in this Indenture upon the
terms and conditions herein set forth.

SECTION 11.03     Limitation on Liability of the Guarantor.

            The Guarantor and by its acceptance hereof each Holder of a Security
entitled to the benefits of the Guarantee hereby confirm that it is the
intention of all such parties that the guarantee by the Guarantor pursuant to
its Guarantee not constitute a fraudulent transfer or conveyance for purposes of
any federal or state law. To effectuate the foregoing intention, the Holders of
a Security entitled to the benefits of the Guarantee and the Guarantor hereby
irrevocably agree that the obligations of the Guarantor under its Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of the Guarantor, result in the obligations of
the Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

                                       56


SECTION 11.04     Release of Guarantor from Guarantee.

            (a)   Notwithstanding any other provisions of this Indenture, the
Guarantee of the Guarantor may be released upon the terms and subject to the
conditions set forth in this Section 11.04. Provided that no Default shall have
occurred and shall be continuing under this Indenture, any Guarantee incurred by
the Guarantor pursuant to this Article XI shall be unconditionally released and
discharged automatically upon the merger of the Guarantor into the Partnership
or any Subsidiary or the liquidation or dissolution of the Guarantor (in each
case to the extent not prohibited by this Indenture) or (iii) following delivery
of a written notice of such release or discharge by the Partnership, the
Trustee, upon the release or discharge of all guarantees by the Guarantor of any
Debt of the Partnership other than obligations arising under this Indenture and
any Securities issued hereunder, except a discharge or release by or as a result
of payment under such guarantees.

            (b)   The Trustee shall deliver an appropriate instrument evidencing
any release of the Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel that the Guarantor is entitled to such release in accordance
with the provisions of this Indenture. The Guarantor not so released remains
liable for the full amount of principal of (and premium, if any, on) and
interest on the Securities entitled to the benefits of such Guarantee as
provided in this Indenture, subject to the limitations of Section 11.03.

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01     Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by operation of TIA Section 318(c), the imposed duties
shall control.

SECTION 12.02     Notices.

            Any notice or communication by the Partnership and the Guarantor or
the Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
telex, facsimile or overnight air courier guaranteeing next day delivery, to the
other's address:

            If to the Partnership or the Guarantor:

            Martin Operating Partnership L.P.
            4200 Stone Road
            Kilgore, Texas  75662
            Attn: Robert D. Bondurant
            (903) 983-6200
            (903) 983-6262

                                       57


            If to the Trustee:

            Attn:
            Telephone:
            Facsimile:

            The Partnership, the Guarantor or the Trustee by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

            All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

            If the Partnership or the Guarantor mails a notice or communication
to Holders, it shall mail a copy to the others and to the Trustee and each Agent
at the same time.

            All notices or communications, including without limitation notices
to the Trustee, the Partnership or the Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 12.03     Communication by Holders with Other Holders.

            Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Partnership and the Guarantor, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

SECTION 12.04     Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Partnership or the Guarantor
to the Trustee to take any action under this Indenture, the Partnership or the
Guarantor, as the case may be,

                                       58


shall, if requested by the Trustee, furnish to the Trustee at the expense of the
Partnership or the Guarantor, as the case may be:

            (1)   an Officers' Certificate (which shall include the statements
      set forth in Section 12.05) stating that, in the opinion of the signers,
      all conditions precedent and covenants, if any, provided for in this
      Indenture relating to the proposed action have been complied with; and

            (2)   an Opinion of Counsel (which shall include the statements set
      forth in Section 12.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent and covenants have been complied
      with.

SECTION 12.05     Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (1)   a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him or
      her to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4)   a statement as to whether or not, in the opinion of such
      Person, such condition or covenant has been complied with.

SECTION 12.06     Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.07     Legal Holidays.

            If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 12.08     No Recourse Against Others.

            A director, officer, employee, stockholder, partner or other owner
of the Partnership, the Guarantor or the Trustee, as such, shall not have any
liability for any obligations

                                       59


of the Partnership under the Securities, for any obligations of the Guarantor
under the Guarantee, or for any obligations of the Partnership, the Guarantor,
or the Trustee under this Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release shall be
part of the consideration for the issue of Securities.

SECTION 12.09     Governing Law.

            THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.10     No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Partnership, Guarantor or any Subsidiary. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.11     Successors.

            All agreements of the Partnership and the Guarantor in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

SECTION 12.12     Severability.

            In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 12.13     Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 12.14     Table of Contents, Headings, etc.

            The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       60


            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                        MARTIN OPERATING PARTNERSHIP L.P.

                                        By:    MARTIN OPERATING GP LLC,
                                               Its General Partner

                                        By:    MARTIN MIDSTREAM PARTNERS L.P.,
                                               Its Sole Member

                                        By:    MARTIN MIDSTREAM GP LLC,
                                               Its General Partner

                                        By: ____________________________________
                                               Name:
                                               Title:

                                        MARTIN MIDSTREAM PARTNERS L.P.

                                        By:    MARTIN MIDSTREAM GP LLC,
                                               Its General Partner

                                        By: ____________________________________
                                               Name:
                                               Title:



                                     ANNEX A

                              NOTATION OF GUARANTEE

            The Guarantor (which term includes any successor Person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Securities and all other amounts due and payable under the Indenture and
the Securities by the Partnership.

            The obligations of the Guarantor to the Holders of Securities and to
the Trustee pursuant to the Guarantee and the Indenture are expressly set forth
in Articles X and XI of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee.

                                        MARTIN MIDSTREAM PARTNERS L.P.

                                        By:    MARTIN MIDSTREAM GP LLC,
                                               Its General Partner

                                        By: ____________________________________
                                               Name:
                                               Title:

EX-5.1

EXHIBIT 5.1

	2001 ROSS AVENUE	AUSTIN
	DALLAS, TEXAS	BAKU
	75201-2980	DALLAS
	214.953.6500	HOUSTON
	FAX 214.953.6503	LONDON
		MOSCOW
		NEW YORK
		RIYADH
		WASHINGTON

June 30, 2004

Martin Midstream Partners L.P.
Martin Operating Partnership L.P.
4200 Stone Road
Kilgore, Texas 75662

Gentlemen:

          We have acted as counsel for Martin Midstream Partners L.P., Delaware limited partnership (the “Partnership”), and Martin Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), with respect to certain legal matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering securities to be issued and sold by the Partnership and/or the Operating Partnership from time to time pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $200,000,000. Such securities include (i) common units representing limited partner interests in the Partnership (the “Common Units”); (ii) unsecured debt securities of the Partnership, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Partnership Debt Securities”); (iii) unsecured debt securities of the Operating Partnership, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Operating Partnership Debt Securities” and, together with the Partnership Debt Securities, the “Debt Securities”); and (iv) guarantees (the “Guarantees”) of such Debt Securities by the Partnership and/or the Operating Partnership. The Common Units, the Debt Securities and the Guarantees are collectively referred to herein as the “Securities.”

          In connection therewith, we have examined (i) the First Amended and Restated Agreement of Limited Partnership of the Partnership and the Certificate of Limited Partnership of the Partnership, each as amended to date, (ii) the Amended and Restated Agreement of Limited Partnership of the Operating Partnership and the Certificate of Limited Partnership of the Operating Partnership, each as amended to date, (iii) the Limited Liability Company Agreement of Martin Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Certificate of Formation of the General Partner, each as amended to date, (iv) the Limited Liability Company Agreement of Martin Operating GP LLC, a Delaware limited liability company and the general partner of the Operating Partnership (the “Operating General Partner”), and the Certificate of Formation of the Operating General Partner, each as amended to date, (v) the forms of each of the Partnership’s and the Operating Partnership’s senior and subordinated indentures filed as exhibits to the Registration Statement (collectively, the “Indentures”), (vi) partnership and limited liability company records of the Partnership, the Operating Partnership, the General Partner and the

Martin Midstream Partners L.P.	2	June 30, 2004
Martin Operating Partnership L.P.

Operating General Partner, including minute books of the General Partner as furnished to us by the General Partner, and (vii) the originals, or copies certified or otherwise identified to our satisfaction, of certificates of public officials and of representatives of the Partnership, the Operating Partnership, the General Partner and the Operating General Partner, and such other instruments and documents as we have deemed necessary, and (viii) the Registration Statement and the prospectus contained therein (the “Prospectus”) as a basis for 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, the Prospectus 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, the Operating Partnership, the General Partner and/or the other parties thereto; (v) any securities issuable upon conversion, redemption, exchange or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, redemption, exchange or exercise; (vi) the certificates for any other offered Securities will conform to the specimens thereof examined by us and will have been duly countersigned and/or registered by the applicable transfer agent, and/or transfer for such Securities; and (vii) 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.

          Based upon and subject to the foregoing, we are of the opinion that:

     1. With respect to Common Units, when (a) the Partnership has taken all necessary action to approve the issuance of such Common Units, the terms of the offering thereof and related matters and (b) such Common 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, such Common Units will be duly authorized and validly issued and will be fully paid and nonassessable except as such nonassessability may be effected by the matters below:

     (a) If a court were to determine, that the right, or the exercise of the right, under the First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) by the holders of the Common Units and subordinated units (the “Limited Partners”) of the Partnership as a group (i) to remove or replace the General Partner, (ii) to approve certain amendments to the Partnership Agreement, or (iii) to take certain other actions

Martin Midstream Partners L.P.	3	June 30, 2004
Martin Operating Partnership L.P.

under the Partnership Agreement, constitutes “participation in the control” of the Partnership’s business for the purposes of the Delaware Uniform Revised Limited Partnership Act (the “Act”), then the Limited Partners could be held personally liable for the Partnership’s obligations under the laws of Delaware, to the same extent as the General Partner with respect to persons who transact business with the Partnership reasonably believing, based on the conduct of any of the Limited Partners, that such Limited Partner is a general partner.

     (b) Section 17-607 of the Delaware Act provides that a Limited Partners who receives a distribution and knew at the time of the distribution that it was made in violation of the Delaware Act shall be liable to the Partnership for three years for the amount of the distribution.

     2. With respect to the Debt Securities and/or the Guarantees to be issued under the applicable Indenture, when (a) the applicable Indenture has been duly authorized and validly executed and delivered by the Partnership, the Operating Partnership and/or the trustee thereunder, (b) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (c) the Partnership and/or the Operating Partnership have taken all necessary action to approve the issuance and terms of such Debt Securities and/or Guarantees, the terms of the offering thereof and related matters and (d) such Debt Securities and Guarantees have been duly executed, authenticated, issued and delivered in accordance with the terms of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Partnership and/or the Operating Partnership upon payment of the consideration therefor provided for therein, such Debt Securities and/or Guarantees will be duly authorized and legally issued and will constitute valid and legally binding obligations of the Partnership and/or the Operating Partnership, enforceable against the Partnership and/or the Operating Partnership in accordance with their terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or (iii) any implied covenants of good faith and fair dealing.

          The opinions set forth above are limited in all respects to matters of the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and applicable federal law.

          We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the Prospectus. In giving this consent, however, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,
 

/s/ Baker Botts L.L.P.

EX-8.1

EXHIBIT 8.1

	2001 ROSS AVENUE	AUSTIN
	DALLAS, TEXAS	BAKU
	75201-2980	DALLAS
	214.953.6500	HOUSTON
	FAX 214.953.6503	LONDON
		MOSCOW
		NEW YORK
		RIYADH
		WASHINGTON

June 30, 2004

Martin Midstream Partners L.P.
Martin Operating Partnership L.P.
4200 Stone Road
Kilgore, Texas 75662

     Re: Exhibit 8.1 Opinion

Gentlemen:

          We have acted as counsel for Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), and Martin Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), with respect to certain legal matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a registration statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering securities to be issued and sold by the Partnership and/or the Operating Partnership from time to time pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $200,000,000. Such securities include (i) common units representing limited partner interests in the Partnership; (ii) unsecured debt securities of the Partnership, in one or more series, consisting of notes, debentures or other evidences of indebtedness; (iii) unsecured debt securities of the Operating Partnership, in one or more series, consisting of notes, debentures or other evidences of indebtedness; and (iv) guarantees of such debt securities by the Partnership and/or the Operating Partnership.

          In connection therewith, we prepared the discussion set forth under the caption “Material Tax Considerations” (the “Discussion”) in the prospectus contained in the Registration Statement.

          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).

          We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm and this opinion contained in the Discussion. In giving this consent, however, we do not hereby 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 Commission thereunder.

Very truly yours,
 

/s/ Baker Botts L.L.P.

EX-12.1

Exhibit 12.1

MMLP Ratio of Earnings to Fixed Charges

														Three
								January 1		November 6				Months
								through		through		Year ended		Ended
	Years ended December 31,							November 5,		December 31,		December 31,		March 31,
	1999			2000		2001		2002		2002		2003		2004
								(In Thousands)
Pre-tax income before minority interest and equity in earnings of partnership		($2,010	)	$	1,585	$	5,936	$	2,685	$	2,310	$	9,180	$	3,109
Distributions from partnership		—			—		394		—		891		3,564		594
Fixed Charges		7,315			8,197		5,600		3,435		345		2,001		704
Earnings	$	5,305		$	9,782	$	11,930	$	6,120	$	3,546	$	14,745	$	4,407
Fixed Charges Interest Expense (includes any debt amortization)	$	7,049		$	7,949	$	5,390	$	3,283	$	345	$	2,001	$	704
Estimated interest element of rentals		266			248		210		152		—		—		—
Total Fixed Charges	$	7,315		$	8,197	$	5,600	$	3,435	$	345	$	2,001	$	704
Ratio of Earnings to Fixed Charges		0.73			1.19		2.13		1.78		10.28		7.37		6.26

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Martin Midstream GP, LLC:

We consent to the use of our report dated March 12, 2004, with respect to the consolidated balance sheets of Martin Midstream Partners L.P. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated and combined, respectively, statements of operations, capital/equity, and cash flows of Martin Midstream Partners L.P. and subsidiaries (successor) for the year ended December 31, 2003 and for the period from November 6, 2002 through December 31, 2002 and of Martin Midstream Partners Predecessor (predecessor) for the period from January 1, 2002 through November 5, 2002 and for the year ended December 31, 2001, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report refers to a change in the method of accounting for goodwill and other intangible assets in 2002.

/s/ KPMG LLP

Shreveport, Louisiana
June 30, 2004

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Martin Midstream GP, LLC:

We consent to the use of our report dated February 20, 2004, with respect to the balance sheets of CF Martin Sulphur, L.P. as of December 31, 2003 and 2002, and the related statements of operations, changes in partners’ capital, and cash flows for the three years ended December 31, 2003, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report refers to a change in the method of accounting for goodwill in 2002.

/s/ KPMG LLP

Shreveport, Louisiana
June 30, 2004

EX-23.4

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Martin Midstream GP LLC:

We consent to the use of our report dated June 14, 2004, with respect to the balance sheet of Martin Midstream GP LLC as of December 31, 2003, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Shreveport, Louisiana
June 30, 2004

EX-23.5

Consent of Independent Registered Public Accounting Firm

Exhibit 23.5

The Board of Directors
Martin Midstream GP, LLC:

We consent to the use of our report dated January 12, 2004, with respect to the Statement of Revenues and Direct Operating Expenses of the Acquired Assets, as defined in the asset purchase agreement between Tesoro Marine Services, L.L.C., Martin Midstream Partners L.P., and Martin Operating Partnership L.P. (the Agreement) dated October 27, 2003 for the year ended December 31, 2002, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report includes an explanatory paragraph describing that the Financial Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of Revenues and Direct Operating Expenses of the Acquired Assets as defined in the Agreement.

/s/ KPMG LLP

Shreveport, Louisiana
June 30, 2004

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