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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS TERMINALS HOLDINGS LP
<CIK>0001168533
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</BUSINESS-ADDRESS>
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS AMMONIA PIPELINE LP
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS PIPELINES HOLDINGS LP
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS NGL LLC
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<COMPANY-DATA>
<CONFORMED-NAME>WILLIAMS OLP LP
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<CONFORMED-NAME>WILLIAMS FRACTIONATION HOLDINGS LP
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<DESCRIPTION>WILLIAMS ENERGY PARTNERS L.P.
<TEXT>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2002

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------

<Table>
<S>                                                          <C>                           <C>
               WILLIAMS ENERGY PARTNERS L.P.                           DELAWARE                     73-1599053
                     WILLIAMS GP INC.                                  DELAWARE                     01-0613291
                    WILLIAMS OLP, L.P.                                 DELAWARE                     73-1606808
               WILLIAMS ACQUISITION (DE) LLC                           DELAWARE                     01-0613807
                     WILLIAMS NGL, LLC                                 DELAWARE                     73-1606807
             WILLIAMS PIPELINES HOLDINGS, L.P.                         DELAWARE                     73-1609225
             WILLIAMS TERMINALS HOLDINGS, L.P.                         DELAWARE                     73-1605730
              WILLIAMS AMMONIA PIPELINE, L.P.                          DELAWARE                     73-1609226
           WILLIAMS FRACTIONATION HOLDINGS, L.P.                       DELAWARE                     73-1623279
          (Exact name of registrant as specified             (State or other jurisdiction        (I.R.S. Employer
                      in its charter)                            of incorporation or           Identification No.)
                                                                    organization)
</Table>

                              ONE WILLIAMS CENTER
                             TULSA, OKLAHOMA 74172
                                 (918) 573-2000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                             ---------------------

                                 CRAIG R. RICH
                                WILLIAMS GP LLC
                              ONE WILLIAMS CENTER
                             TULSA, OKLAHOMA 74172
                                 (918) 573-2000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                    COPY TO:

                                DAN A. FLECKMAN
                             VINSON & ELKINS L.L.P.
                         1001 FANNIN STREET, SUITE 3600
                              HOUSTON, TEXAS 77002
                                 (713) 758-2222
                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after this registration statement becomes effective, as determined by
market conditions.
                             ---------------------

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

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

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
                   TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM                    AMOUNT OF
                SECURITIES TO BE REGISTERED                    AGGREGATE OFFERING PRICE(1)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                             <C>
Common Units(2).............................................
----------------------------------------------------------------------------------------------------------------------------
Debt Securities(2)(3).......................................
----------------------------------------------------------------------------------------------------------------------------
Guarantees of Debt Securities(2)(4).........................
----------------------------------------------------------------------------------------------------------------------------
Total.......................................................         $1,800,000,000                     $165,600
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</Table>

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

(2) An indeterminate principal amount or number of common units, debt securities
    and guarantees of debt securities may be issued from time to time at
    indeterminate prices, with an aggregate offering price not to exceed
    $1,800,000,000.

(3) If any debt securities are issued at an original issue discount, then the
    offering price of those debt securities shall be in an amount that will
    result in an aggregate initial offering price not to exceed $1,800,000,000,
    less the dollar amount of any registered securities previously issued.

(4) If a series of debt securities is guaranteed, Williams GP Inc., Williams
    OLP, L.P., Williams Acquisition (DE) LLC, Williams NGL, LLC, Williams
    Pipelines Holdings, L.P., Williams Terminals Holdings, L.P., Williams
    Ammonia Pipeline, L.P. and Williams Fractionation Holdings, L.P. will fully,
    irrevocably and unconditionally guarantee on an unsecured basis the debt
    securities of Williams Energy Partners L.P. Pursuant to Rule 457(n) under
    the Securities Act of 1933, as amended, 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, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT THAT HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THOSE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THOSE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED MARCH 7, 2002

PROSPECTUS
                                 $1,800,000,000

                         WILLIAMS ENERGY PARTNERS L.P.
                             ---------------------

                                  COMMON UNITS
                                DEBT SECURITIES
                             ---------------------

       GUARANTEES OF DEBT SECURITIES OF WILLIAMS ENERGY PARTNERS L.P. BY:

                                WILLIAMS GP INC.
                               WILLIAMS OLP, L.P.
                         WILLIAMS ACQUISITION (DE) LLC
                               WILLIAMS NGL, LLC
                       WILLIAMS PIPELINES HOLDINGS, L.P.
                       WILLIAMS TERMINALS HOLDINGS, L.P.
                        WILLIAMS AMMONIA PIPELINE, L.P.
                     WILLIAMS FRACTIONATION HOLDINGS, L.P.

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

     We may from time to time offer and sell common units and debt securities
that may be fully and unconditionally guaranteed by our subsidiaries, Williams
GP Inc., Williams OLP, L.P., Williams Acquisition (DE) LLC, Williams NGL, LLC,
Williams Pipelines Holdings, L.P., Williams Terminals Holdings, L.P., Williams
Ammonia Pipeline, L.P. and Williams Fractionation Holdings, L.P. This prospectus
describes the general terms of these securities and the general manner in which
we will offer the securities. The specific terms of any securities we offer will
be included in a supplement to this prospectus. The prospectus supplement will
also describe the specific manner in which we will offer the securities.

     The New York Stock Exchange has listed our common units under the symbol
"WEG." Our address is One Williams Center, Tulsa, Oklahoma 74172, and our
telephone number is (918) 573-2000.

     LIMITED PARTNERSHIPS ARE INHERENTLY DIFFERENT FROM CORPORATIONS. YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 2 OF THIS PROSPECTUS
BEFORE YOU MAKE AN INVESTMENT IN OUR SECURITIES.

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

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

                The date of this prospectus is           , 2002.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>                                                            <C>
ABOUT THIS PROSPECTUS.......................................     1
ABOUT WILLIAMS ENERGY PARTNERS..............................     1
THE SUBSIDIARY GUARANTORS...................................     1
RISK FACTORS................................................     2
  Risks Related to our Business.............................     2
  Risks Related to our Partnership Structure................     5
  Tax Risks to Common Unitholders...........................     7
WHERE YOU CAN FIND MORE INFORMATION.........................    10
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.............    11
USE OF PROCEEDS.............................................    12
RATIO OF EARNINGS TO FIXED CHARGES..........................    12
DESCRIPTION OF DEBT SECURITIES..............................    13
  General...................................................    13
  Covenants.................................................    15
  Events of Default, Remedies and Notice....................    15
  Amendments and Waivers....................................    17
  Defeasance................................................    18
  No Personal Liability of General Partner..................    19
  Subordination.............................................    19
  Book Entry, Delivery and Form.............................    21
  The Trustee...............................................    22
  Governing Law.............................................    22
CASH DISTRIBUTIONS..........................................    23
  Distributions of Available Cash...........................    23
  Operating Surplus, Capital Surplus and Adjusted Operating
     Surplus................................................    23
  Subordination Period......................................    24
  Distributions of Available Cash from Operating Surplus
     During the Subordination Period........................    25
  Distributions of Available Cash from Operating Surplus
     After the Subordination Period.........................    26
  Incentive Distribution Rights.............................    26
  Percentage Allocations of Available Cash from Operating
     Surplus................................................    26
  Distributions from Capital Surplus........................    27
  Adjustment to the Minimum Quarterly Distribution and
     Target Distribution Levels.............................    27
  Distributions of Cash Upon Liquidation....................    28
MATERIAL TAX CONSEQUENCES...................................    30
  Partnership Status........................................    30
  Limited Partner Status....................................    31
  Tax Consequences of Unit Ownership........................    32
  Tax Treatment of Operations...............................    36
  Disposition of Common Units...............................    37
  Uniformity of Units.......................................    39
  Tax-Exempt Organizations and Other Investors..............    39
  Administrative Matters....................................    40
  State, Local and Other Tax Considerations.................    42
  Tax Consequences of Ownership of Debt Securities..........    42
INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS..................    43
PLAN OF DISTRIBUTION........................................    44
LEGAL.......................................................    44
EXPERTS.....................................................    44
</Table>

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

     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 they do not permit the offer. We
will disclose any material changes in our affairs in an amendment to this
prospectus, a prospectus supplement or a future filing with the SEC incorporated
by reference in this prospectus.

                                       (i)
<PAGE>

                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf registration process, we may sell up to $1.8 billion in
aggregate offering price of the common units or debt securities described in
this prospectus in one or more offerings. This prospectus generally describes us
and the common units, debt securities and the guarantees of the debt securities.
Each time we sell common units or debt securities with this prospectus, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add to, update or
change information in this prospectus. The information in this prospectus is
accurate as of March 7, 2002. You should carefully read both this prospectus and
any prospectus supplement and the additional information described under the
heading "Where You Can Find More Information."

                         ABOUT WILLIAMS ENERGY PARTNERS

     We were formed by The Williams Companies, Inc. in August 2000 to own,
operate and acquire a diversified portfolio of complementary energy assets. We
are principally engaged in the storage and distribution of refined petroleum
products and the transportation and distribution of ammonia. Williams GP LLC
serves as our general partner and is an indirect wholly owned subsidiary of The
Williams Companies, Inc.

     As used in this prospectus, "we," "us," "our" and "Williams Energy
Partners" mean Williams Energy Partners L.P. and, where the context requires,
include our operating subsidiaries.

                           THE SUBSIDIARY GUARANTORS

     Williams GP Inc., Williams OLP, L.P., Williams Acquisition (DE) LLC,
Williams NGL, LLC, Williams Pipelines Holdings, L.P., Williams Terminals
Holdings, L.P., Williams Ammonia Pipeline, L.P. and Williams Fractionation
Holdings, L.P. are our only subsidiaries as of the date of this prospectus.
Williams GP Inc. and Williams Acquisition (DE) LLC are wholly owned subsidiaries
of Williams Energy Partners L.P. Williams GP Inc. owns a 0.001% general partner
interest and Williams Energy Partners, L.P. owns a 99.999% limited partner
interest in Williams OLP, L.P. Williams OLP, L.P. owns all of the membership
interests in Williams NGL LLC and a 99.999% limited partner interest in each of
Williams Pipelines Holdings, L.P., Williams Terminals Holdings, L.P., Williams
Ammonia Pipeline, L.P. and Williams Fractionation Holdings, L.P. Williams NGL,
LLC owns a 0.001% general partner interest in each of these four partnerships.
We sometimes refer to Williams GP Inc., Williams OLP, L.P., Williams Acquisition
(DE) LLC, Williams NGL, LLC, Williams Pipelines Holdings, L.P., Williams
Terminals Holdings, L.P., Williams Ammonia Pipeline, L.P. and Williams
Fractionation Holdings, L.P. in this prospectus as the "Subsidiary Guarantors."
The Subsidiary Guarantors may jointly and severally and unconditionally
guarantee our payment obligations under any series of debt securities offered by
this prospectus, as set forth in a related prospectus supplement.

                                        1
<PAGE>

                                  RISK FACTORS

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

     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, the trading price of our common units could decline and
you could lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

WE MAY NOT BE ABLE TO GENERATE SUFFICIENT CASH FROM OPERATIONS TO ALLOW US TO
PAY THE MINIMUM QUARTERLY DISTRIBUTION FOLLOWING ESTABLISHMENT OF CASH RESERVES
AND PAYMENT OF FEES AND EXPENSES, INCLUDING PAYMENTS TO OUR GENERAL PARTNER.

     The amount of cash we can distribute on our common units principally
depends upon the cash we generate from our operations. Because the cash we
generate from operations will fluctuate from quarter to quarter, we may not be
able to pay the minimum quarterly distribution for each quarter. Our ability to
pay the minimum quarterly distribution each quarter depends primarily on cash
flow, including cash flow from financial reserves and working capital
borrowings, and not solely on profitability, which is affected by non-cash
items. As a result, we may make cash distributions during periods when we record
losses and may not make cash distributions during periods when we record net
income.

POTENTIAL FUTURE ACQUISITIONS AND EXPANSIONS, IF ANY, MAY AFFECT OUR BUSINESS BY
SUBSTANTIALLY INCREASING THE LEVEL OF OUR INDEBTEDNESS AND CONTINGENT
LIABILITIES AND INCREASING OUR RISKS OF BEING UNABLE TO EFFECTIVELY INTEGRATE
THESE NEW OPERATIONS.

     From time to time, we evaluate and acquire assets and businesses that we
believe complement our existing assets and businesses. Acquisitions may require
substantial capital or the incurrence of substantial indebtedness. If we
consummate any future acquisitions, our capitalization and results of operations
may change significantly, and you will not have the opportunity to evaluate the
economic, financial and other relevant information that we will consider in
determining the application of these funds and other resources.

     Acquisitions and business expansions involve numerous risks, including
difficulties in the assimilation of the assets and operations of the acquired
businesses, inefficiencies and difficulties that arise because of unfamiliarity
with new assets and the businesses associated with them and new geographic areas
and the diversion of management's attention from other business concerns.
Further, unexpected costs and challenges may arise whenever businesses with
different operations or management are combined, and we may experience
unanticipated delays in realizing the benefits of an acquisition. Following an
acquisition, we may discover previously unknown liabilities associated with the
acquired business for which we have no recourse under applicable indemnification
provisions.

OUR FINANCIAL RESULTS DEPEND ON THE DEMAND FOR THE REFINED PETROLEUM PRODUCTS
THAT WE STORE AND DISTRIBUTE.

     Any sustained decrease in demand for refined petroleum products in the
markets served by our terminals could result in a significant reduction in the
volume of products that we store at our marine terminal facilities and in the
throughput in our inland terminals, and therefore reduce our cash flow and our
ability to pay cash distributions to you. Factors that could lead to a decrease
in market demand include:

     - an increase in the market price of crude oil that leads to higher refined
       product prices, which may reduce demand for gasoline and other petroleum
       products. Market prices for refined petroleum products are subject to
       wide fluctuation in response to changes in global and regional supply
       over which we have no control;

                                        2
<PAGE>

     - a recession or other adverse economic condition that results in lower
       spending by consumers and businesses on transportation fuels such as
       gasoline, jet fuel and diesel;

     - higher fuel taxes or other governmental or regulatory actions that
       increase the cost of gasoline;

     - an increase in fuel economy, whether as a result of a shift by consumers
       to more fuel-efficient vehicles or technological advances by
       manufacturers; and

     - the increased use of alternative fuel sources, such as fuel cells and
       solar, electric and battery-powered engines. Several state and federal
       initiatives mandate this increased use.

WHEN PRICES FOR THE FUTURE DELIVERY OF PETROLEUM PRODUCTS THAT WE STORE IN OUR
MARINE TERMINALS FALL BELOW CURRENT PRICES, CUSTOMERS ARE LESS LIKELY TO STORE
THESE PRODUCTS, THEREBY REDUCING OUR STORAGE REVENUES.

     This market condition is commonly referred to as "backwardation." When the
petroleum product market is in backwardation, the demand for storage capacity at
our marine terminal facilities may decrease. The forward pricing market for
petroleum products moved to backwardation in the second quarter of 1999 and
continued for a majority of 2000. This market condition contributed to reduced
storage revenues in 1999 and 2000. In 2001, the forward pricing market remained
backwardated during the first half of the year, reversing during the latter half
of 2001. If this market becomes strongly backwardated for an extended period of
time, it may affect our ability to pay cash distributions to you.

WE DEPEND ON PETROLEUM PRODUCT PIPELINES OWNED AND OPERATED BY OTHERS TO SUPPLY
OUR TERMINALS.

     Most of our inland and marine terminal facilities depend on connections
with petroleum product pipelines owned and operated by third parties. Reduced
throughput on these pipelines because of testing, line repair, damage to
pipelines, reduced operating pressures or other causes could result in our being
unable to deliver products to our customers from our terminals or receive
products for storage and could adversely affect our ability to pay cash
distributions to you.

COLLECTIVELY, OUR AFFILIATES WILLIAMS ENERGY MARKETING & TRADING COMPANY AND
WILLIAMS REFINING & MARKETING, L.L.C. ARE OUR LARGEST CUSTOMER, AND ANY
REDUCTION IN THEIR USE OF OUR TERMINAL FACILITIES COULD REDUCE OUR ABILITY TO
PAY CASH DISTRIBUTIONS TO YOU.

     For the year ended December 31, 2001, our affiliates Williams Energy
Marketing & Trading and Williams Refining & Marketing collectively accounted for
approximately 18 percent of our revenues. If Williams Energy Marketing & Trading
and Williams Refining & Marketing were to decrease the throughput volume they
allocate to our terminals for any reason, we could experience difficulty in
replacing those lost volumes. Because our operating costs are primarily fixed, a
reduction in throughput would result in not only a reduction of revenues, but
also a decline in net income and cash flow of a similar magnitude, which would
reduce our ability to pay cash distributions to you. Either Williams Energy
Marketing & Trading or Williams Refining & Marketing could reduce the volume of
throughput it allocates to us because of market conditions or because of factors
that specifically affect Williams Energy Marketing & Trading or Williams
Refining & Marketing, including a decrease in demand for products in the markets
served by our terminals or a loss of customers in those markets.

OUR AMMONIA PIPELINE AND TERMINALS SYSTEM IS DEPENDENT ON THREE CUSTOMERS.

     Three customers ship all of the ammonia on our pipeline and utilize the six
terminals that we own and operate on the pipeline. We have contracts with
Farmland Industries, Inc., Agrium U.S. Inc. and Terra Nitrogen, L.P. through
June 2005 that obligate them to ship-or-pay for specified minimum quantities of
ammonia. Two of these customers have credit ratings below investment grade. The
loss of any one of these three customers or their failure or inability to pay us
would adversely affect our ability to pay cash distributions to you.

                                        3
<PAGE>

HIGH NATURAL GAS PRICES CAN INCREASE AMMONIA PRODUCTION COSTS AND REDUCE THE
AMOUNT OF AMMONIA TRANSPORTED THROUGH OUR AMMONIA PIPELINE AND TERMINALS SYSTEM.

     The profitability of our customers that produce ammonia partially depends
on the price of natural gas, which is the principal raw material used in the
production of ammonia. From 1999 through the first half of 2001, natural gas
prices were substantially higher than historical averages. As a result, our
customers substantially curtailed their production of ammonia and shipped lower
volumes of ammonia on our pipeline. Because of this, our ammonia business
realized reduced revenues and cash flows in 1999, 2000 and the first six months
of 2001. Our ammonia pipeline and terminals system revenues increased during the
second half of 2001, when high natural gas prices returned to lower historical
levels. An extended period of high natural gas prices may cause our customers to
produce and ship lower volumes of ammonia, which could adversely affect our
ability to pay cash distributions to you.

CHANGES IN THE FEDERAL GOVERNMENT'S POLICY REGARDING FARM SUBSIDIES COULD
NEGATIVELY IMPACT THE DEMAND FOR AMMONIA AND RESULT IN DECREASED SHIPMENTS
THROUGH OUR AMMONIA PIPELINE AND TERMINALS SYSTEM.

     Our customers who ship ammonia through our pipeline primarily market the
ammonia to corn farmers in the Midwest. The government's Freedom to Farm program
enacted by the 1996 Farm Bill has provided these farmers with increased
incentives to grow corn, resulting in large corn crops over the last few years.
This program, however, ends in 2002 and is under legislative consideration at
this time. If the program is revised or terminated, it could reduce farmers'
incentive to grow corn and reduce the demand for the ammonia used to fertilize
the crops. In addition, the federal government and state governments have been
providing tax credits related to the production of ethanol, for which corn is
the essential element. If these tax incentives are reduced or repealed, the
demand for ammonia would be reduced and our customers might reduce the volumes
transported through our pipeline.

OUR MARINE AND INLAND TERMINALS ENCOUNTER COMPETITION FROM OTHER TERMINAL
COMPANIES AND OUR AMMONIA PIPELINE AND TERMINALS SYSTEM ENCOUNTERS COMPETITION
FROM RAIL CARRIERS AND ANOTHER AMMONIA PIPELINE.

     Our marine and inland terminals face competition from large, generally
well-financed companies that own many terminals, as well as from small
companies. Our marine and inland terminals also encounter competition from
integrated refining and marketing companies that own their own terminal
facilities. Our customers demand delivery of products on tight time schedules
and in a number of geographic markets. If our quality of service declines or we
cannot meet the demands of our customers, they may use our competitors.

     We compete primarily with rail carriers for the transportation of ammonia.
If our customers elect to transport ammonia by rail rather than pipeline, we may
realize lower revenues and cash flows and our ability to pay cash distributions
may be adversely affected. Our ammonia pipeline also competes with the Koch
Pipeline Company LP ammonia pipeline in Iowa and Nebraska.

OUR BUSINESS IS SUBJECT TO FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS THAT
GOVERN THE ENVIRONMENTAL AND OPERATIONAL SAFETY ASPECTS OF OUR OPERATIONS.

     Our marine and inland terminal facilities and ammonia pipeline and
terminals system are subject to the risk of incurring substantial costs and
liabilities under environmental and safety laws. These costs and liabilities
arise under increasingly strict environmental and safety laws, including
regulations and governmental enforcement policies, and as a result of claims for
damages to property or persons arising from our operations. Failure to comply
with these laws and regulations may result in assessment of administrative,
civil and criminal penalties, imposition of cleanup and site restoration costs
and liens and, to a lesser extent, issuance of injunctions to limit or cease
operations. If we were unable to recover these costs through increased revenues,
our ability to pay cash distributions to you could be adversely affected.

     We own a number of properties that have been used for many years to
distribute or store petroleum products by third parties not under our control.
In some cases, owners, tenants or users of these properties have disposed of or
released hydrocarbons or solid wastes on or under these properties. In addition,
some of our terminals are located on or near current or former refining and
terminal operations, and there is a risk that

                                        4
<PAGE>

contamination is present on these sites. The transportation of ammonia by our
pipeline is hazardous and may result in environmental damage, including
accidental releases that may cause death or injuries to humans and farm animals
and damage to crops.

TERRORIST ATTACKS AIMED AT OUR FACILITIES COULD ADVERSELY AFFECT OUR BUSINESS.

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

OUR BUSINESS INVOLVES MANY HAZARDS AND OPERATIONAL RISKS, SOME OF WHICH MAY NOT
BE COVERED BY INSURANCE.

     Our operations are subject to the many hazards inherent in the
transportation of refined petroleum products and ammonia, including ruptures,
leaks and fires. These risks could result in substantial losses due to personal
injury or loss of life, severe damage to and destruction of property and
equipment and pollution or other environmental damage and may result in
curtailment or suspension of our related operations. We are not fully insured
against all risks incident to our business. In addition, as a result of market
conditions, premiums and deductibles for some of our insurance policies have
increased substantially and could escalate further. In some instances, insurance
could become unavailable or available only for reduced amounts of coverage. For
example, insurance carriers are now requiring broad exclusions for losses due to
war risk and terrorist and sabotage acts. If a significant accident or event
occurs that is not fully insured, it could adversely affect our financial
position or results of operations.

RISKS RELATED TO OUR PARTNERSHIP STRUCTURE

WE ARE A HOLDING COMPANY AND DEPEND ENTIRELY ON OUR OPERATING SUBSIDIARIES'
DISTRIBUTIONS TO SERVICE OUR DEBT OBLIGATIONS.

     We are a holding company with no material operations. If we cannot receive
cash distributions from our operating subsidiaries, we will not be able to meet
our debt service obligations. Our operating subsidiaries may from time to time
incur additional indebtedness under agreements that contain restrictions which
could further limit each operating subsidiary's ability to make distributions to
us.

     The debt securities we issue and any guarantees issued by the subsidiary
guarantors will be structurally subordinated to the claims of the creditors of
any of our operating subsidiaries who are not guarantors of the debt securities.
Holders of the debt securities will not be creditors of our operating
subsidiaries who have not guaranteed the debt securities. The claims to the
assets of these non-guarantor operating subsidiaries derive from our own
ownership interests in those operating subsidiaries. Claims of our non-guarantor
operating subsidiaries' creditors will generally have priority as to the assets
of such operating subsidiaries over our own ownership interest claims and will
therefore have priority over the holders of our debt, including the debt
securities. Our non-guarantor operating subsidiaries' creditors may include:

     - general creditors;

     - trade creditors;

     - secured creditors;

     - taxing authorities; and

     - creditors holding guarantees.

                                        5
<PAGE>

COST REIMBURSEMENTS DUE OUR GENERAL PARTNER MAY BE SUBSTANTIAL AND WILL REDUCE
OUR CASH AVAILABLE FOR DISTRIBUTION TO YOU.

     Prior to making any distribution on the common units, we will reimburse the
general partner and its affiliates, including officers and directors of our
general partner, for expenses they incur on our behalf. The reimbursement of
expenses could adversely affect our ability to pay cash distributions to you.
Our general partner has sole discretion to determine the amount of these
expenses, subject to an annual limit. In addition, our general partner and its
affiliates may provide us other services for which we will be charged fees as
determined by our general partner.

OUR GENERAL PARTNER AND ITS AFFILIATES MAY HAVE CONFLICTS WITH OUR PARTNERSHIP.

     The directors and officers of our general partner and its affiliates have
duties to manage the general partner in a manner that is beneficial to its
members. At the same time, the general partner has duties to manage us in a
manner that is beneficial to us. Therefore, the general partner's duties to us
may conflict with the duties of its officers and directors to its members.

     Such conflicts may include, among others, the following:

     - decisions of our general partner regarding the amount and timing of cash
       expenditures, borrowings and issuances of additional limited partnership
       units or other securities can affect the amount of incentive compensation
       payments we make to our general partner;

     - under our partnership agreement we reimburse the general partner for the
       costs of managing and operating us; and

     - under our partnership agreement, it is not a breach of our general
       partner's fiduciary duties for affiliates of our general partner to
       engage in activities that compete with us.

UNITHOLDERS HAVE LIMITED VOTING RIGHTS AND CONTROL OF MANAGEMENT.

     Our general partner manages and controls our activities and the activities
of our operating partnerships. Unitholders have no right to elect the general
partner or the directors of the general partner on an annual or other ongoing
basis. However, if the general partner resigns or is removed, its successor may
be elected by holders of a majority of the limited partnership units.
Unitholders may remove the general partner only by a vote of the holders of at
least 66 2/3% of the common units. As a result, unitholders will have limited
influence on matters affecting our operations, and third parties may find it
difficult to gain control of us or influence our actions.

WE MAY ISSUE ADDITIONAL COMMON UNITS WITHOUT YOUR APPROVAL, WHICH WOULD DILUTE
YOUR EXISTING OWNERSHIP INTERESTS.

     During the subordination period, our general partner may cause us to issue
up to 2,839,847 additional common units without your approval. Our general
partner may also cause us to issue an unlimited number of additional common
units, without your approval, in a number of circumstances, such as:

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

     - the conversion of subordinated units into common units;

     - the conversion of the general partner interest and the incentive
       distribution rights into common units as a result of the withdrawal of
       our general partner;

     - issuances of common units under our long-term incentive plan; or

     - issuances of common units to repay up to $40.0 million in indebtedness.

                                        6
<PAGE>

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

     - your proportionate ownership interest in Williams Energy Partners will
       decrease;

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

     - since 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 the common unitholders will increase;

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

     - the market price of the common units may decline.

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

OUR GENERAL PARTNER HAS A LIMITED CALL RIGHT THAT MAY REQUIRE YOU TO SELL YOUR
UNITS AT AN UNDESIRABLE TIME OR PRICE.

     If at any time our general partner and its affiliates own 80% or more 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 their then current market price. As a result,
you may be required to sell your common units at an undesirable time or price
and may therefore not receive any return on your investment. You may also incur
a tax liability upon a sale of your units.

YOU MAY NOT HAVE LIMITED LIABILITY IF A COURT FINDS THAT UNITHOLDER ACTIONS
CONSTITUTE CONTROL OF OUR BUSINESS.

     Under Delaware law, you could be held liable for our obligations to the
same extent as a general partner if a court determined that the right of
unitholders to remove our general partner or to take other action under the
partnership agreement constituted participation in the "control" of our
business.

     The general partner generally has unlimited liability for the obligations
of the partnership, such as its debts and environmental liabilities, except for
those contractual obligations of the partnership that are expressly made without
recourse to the general partner.

     In addition, Section 17-607 of the Delaware Revised Uniform Limited
Partnership Act provides that, 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.

TAX RISKS TO COMMON UNITHOLDERS

     You should read "Material Tax Consequences" for a more complete discussion
of the expected federal income tax consequences related to 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 YOU.

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

     If we were classified as a corporation for federal income tax purposes, we
would pay federal income tax on our income at the corporate tax rate, which is
currently a maximum of 35%. Distributions to you would generally be taxed again
to you as corporate distributions, and no income, gains, losses or deductions
would

                                        7
<PAGE>

flow through to you. Because a tax would be imposed upon us as a corporation,
the cash available for distribution to you would be substantially reduced.
Treatment of us as a corporation would result in a material reduction in the
after-tax return to you, likely causing a substantial reduction in the value of
the common units.

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

A SUCCESSFUL IRS CONTEST OF THE FEDERAL INCOME TAX POSITIONS WE TAKE MAY
ADVERSELY IMPACT THE MARKET FOR COMMON UNITS, AND THE COSTS OF ANY CONTESTS WILL
BE BORNE BY OUR UNITHOLDERS AND OUR GENERAL PARTNER.

     We have not requested a ruling from the IRS with respect to any matter
affecting us. The IRS may adopt positions that differ from the conclusions of
our counsel expressed in this prospectus or from the positions we take. It may
be necessary to resort to administrative or court proceedings to sustain our
counsel's conclusions or the positions we take. A court may not concur with our
counsel's conclusions or the positions we take. Any contest with the IRS may
materially and adversely impact the market for common units and the price at
which they trade. In addition, the costs of any contest with the IRS,
principally legal, accounting and related fees, will be borne indirectly by our
unitholders and our general partner.

YOU MAY BE REQUIRED TO PAY TAXES EVEN IF YOU DO NOT RECEIVE ANY CASH
DISTRIBUTIONS.

     You will be required to pay federal income taxes and, in some cases, state
and local income taxes on your share of our taxable income even if you do not
receive any cash distributions from us. You may not receive cash distributions
from us equal to your share of our taxable income or even equal to the actual
tax liability that results from your share of our taxable income.

TAX GAIN OR LOSS ON DISPOSITION OF COMMON UNITS COULD BE DIFFERENT THAN
EXPECTED.

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

TAX-EXEMPT ENTITIES, REGULATED INVESTMENT COMPANIES, AND FOREIGN PERSONS FACE
UNIQUE TAX ISSUES FROM OWNING COMMON UNITS THAT MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THEM.

     Investment in common units by tax-exempt entities, such as individual
retirement accounts (known as IRAs), regulated investment companies (known as
mutual funds) and foreign 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 taxable income and will be taxable to them. Very
little of our income will be qualifying income to a regulated investment company
or mutual fund. Distributions to foreign persons will be reduced by withholding
taxes at the highest effective U.S. federal income tax rate for individuals, and
foreign persons will be required to file federal income tax returns and pay tax
on their share of our taxable income.

                                        8
<PAGE>

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 01036000014. The IRS requires that some types of
entities, including some partnerships, register as "tax shelters" in response to
the perception that they claim tax benefits that the IRS may believe to be
unwarranted. As a result, we may be audited by the IRS and tax adjustments could
be made. Any unitholder owning less than a 1% profits interest in us has very
limited rights to participate in the income tax audit process. Further, any
adjustments in our tax returns will lead to adjustments in our unitholders' tax
returns and may lead to audits of unitholders' tax returns and adjustments of
items unrelated to us. You will bear the cost of any expense incurred in
connection with an examination of your personal tax return.

WE WILL TREAT EACH PURCHASER OF COMMON UNITS AS HAVING THE SAME TAX BENEFITS
WITHOUT REGARD TO THE UNITS PURCHASED. THE IRS MAY CHALLENGE THIS TREATMENT,
WHICH COULD ADVERSELY AFFECT THE VALUE OF OUR COMMON UNITS.

     Because we cannot match transferors and transferees of common units, we
adopt depreciation and amortization positions that do not conform with all
aspects of final Treasury regulations. A successful IRS challenge to those
positions could adversely affect the amount of tax benefits available to you. It
also could affect the timing of these tax benefits or the amount of gain from
your sale of common units and could have a negative impact on the value of the
common units or result in audit adjustments to your tax returns. Please read
"Material Tax Consequences -- Uniformity of Units" for a further discussion of
the effect of the depreciation and amortization positions we adopt.

YOU WILL LIKELY BE SUBJECT TO STATE AND LOCAL TAXES IN STATES WHERE YOU DO NOT
LIVE AS A RESULT OF AN INVESTMENT IN OUR COMMON UNITS.

     In addition to federal income taxes, you will likely be subject to other
taxes, including state and local 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 and in which you do not
reside. You may be required to file state and local income tax returns and pay
state and local income taxes in many or all of the jurisdictions in which we do
business or own property. Further, you may be subject to penalties for failure
to comply with those requirements. It is your responsibility to file all United
States federal, state and local tax returns. Our counsel has not rendered an
opinion on the state or local tax consequences of an investment in the common
units.

                                        9
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

     Williams Energy Partners files annual, quarterly and other reports and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-732-0330 for further information on their
public reference room. Our SEC filings are also available at the SEC's web site
at http://www.sec.gov. You can also obtain information about us at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

     The SEC allows Williams Energy Partners to "incorporate by reference" the
information it has filed with the SEC. This means that Williams Energy Partners
can disclose important information to you without actually including the
specific information in this prospectus by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
Information that Williams Energy Partners files later with the SEC will
automatically update and may replace information in this prospectus and
information previously filed with the SEC. The documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 are incorporated by reference in this prospectus
until the termination of each offering under this prospectus.

     - Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

     - Current Report on Form 8-K filed January 3, 2002.

     - Amended Current Report on Form 8-K/A filed January 14, 2002.

     - Current Report on Form 8-K filed January 30, 2002.

     - The description of the limited partnership units contained in the
       Registration Statement on Form 8-A, initially filed February 2, 2001, and
       any subsequent amendment thereto filed for the purpose of updating such
       description.

     You may request a copy of any document incorporated by reference in this
prospectus, at no cost, by writing or calling us at the following address:

         Investor Relations Department
         Williams Energy Partners L.P.
         One Williams Center
         Tulsa, Oklahoma 74172
         (918) 573-2000

                                        10
<PAGE>

                FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     Some of the information included in this prospectus, the accompanying
prospectus supplement and the documents we incorporate by reference contain
forward-looking statements. These statements use forward-looking words such as
"may," "will," "anticipate," "believe," "expect," "project" or other similar
words. These statements discuss goals, intentions and expectations as to future
trends, plans, events, results of operations or financial condition or state
other "forward-looking" information. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus, any prospectus supplement and the documents we
have incorporated by reference. These statements reflect Williams Energy
Partners' current views with respect to future events and are subject to various
risks, uncertainties and assumptions including, but not limited, to the
following:

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

     - Changes in demand for storage in our petroleum product terminals;

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

     - Loss of Williams Energy Marketing & Trading Company and/or Williams
       Refining & Marketing, L.L.C. as customers;

     - Loss of one or all of our three customers on our ammonia pipeline and
       terminals system;

     - An increase in the price of natural gas, which increases ammonia
       production costs and reduces the amount of ammonia transported through
       our ammonia pipeline and terminals system;

     - Changes in the federal government's policy regarding farm subsidies,
       which negatively impact the demand for ammonia and reduce the amount of
       ammonia transported through our ammonia pipeline and terminals system;

     - An increase in the competition our petroleum products terminals and
       ammonia pipeline and terminals system encounter;

     - The occurrence of an operational hazard or unforeseen interruption for
       which we are not adequately insured;

     - Changes in general economic conditions in the United States;

     - Changes in laws and regulations to which we are subject, including tax,
       environmental and employment laws and regulations;

     - The cost and effects of legal and administrative claims and proceedings
       against us or our subsidiaries;

     - The ability to raise capital in a cost-effective way;

     - The effect of changes in accounting policies;

     - The ability to manage rapid growth;

     - The ability to control costs; and

     - Supply disruption.

                                        11
<PAGE>

                                USE OF PROCEEDS

     Except as otherwise provided in the applicable prospectus supplement, we
will use the net proceeds we receive from the sale of the securities to pay all
or a portion of indebtedness outstanding at the time and to acquire assets as
suitable opportunities arise.

                       RATIO OF EARNINGS TO FIXED CHARGES

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

<Table>
<Caption>
                                                   TWELVE MONTHS ENDED DECEMBER 31,
                                               -----------------------------------------
                                               1997(1)   1998(1)   1999    2000    2001
                                               -------   -------   -----   -----   -----
<S>                                            <C>       <C>       <C>     <C>     <C>
Ratio of Earnings to Fixed Charges...........     --        --      3.28x   1.37x  4.11x
</Table>

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

(1) During 1997 and 1998, the operating units of our predecessor companies were
    allocated interest income in excess of allocated interest expenses.

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

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

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

                                        12
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

     We will issue our debt securities under an indenture, among us, as issuer,
the Trustee, and the subsidiary guarantors. The debt securities will be governed
by the provisions of the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939. We, the Trustee and the Subsidiary
Guarantors may enter into supplements to the Indenture from time to time. If we
decide to issue subordinated debt securities, we will issue them under a
separate Indenture containing subordination provisions.

     This description is a summary of the material provisions of the debt
securities and the Indentures. We urge you to read the forms of senior indenture
and subordinated indenture filed as exhibits to the registration statement of
which this prospectus is a part because those Indentures, and not this
description, govern your rights as a holder of debt securities. References in
this prospectus to an "Indenture" refer to the particular Indenture under which
we issue a series of debt securities.

GENERAL

  THE DEBT SECURITIES

     Any series of debt securities that we issue:

     - will be our general obligations;

     - will be general obligations of the Subsidiary Guarantors if they are
       guaranteed by the Subsidiary Guarantors; and

     - may be subordinated to our Senior Indebtedness and that of the Subsidiary
       Guarantors.

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

     We will prepare a prospectus supplement and either an indenture supplement
or a resolution of the board of directors of our general partner and
accompanying 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:

     - the form and title of the debt securities;

     - the total principal amount of the debt securities;

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

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

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

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

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

     - any optional redemption provisions;

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

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

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

     - any changes to or additional Events of Default or covenants;

                                        13
<PAGE>

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

     - any other terms of the debt securities.

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

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

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

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

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

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

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

     Unless otherwise provided in the applicable prospectus supplement, fully
registered securities may be transferred or exchanged at the office of the
Trustee at which its corporate trust business is principally administered in the
United States, subject to the limitations provided in the Indenture, without the
payment of any service charge, other than any applicable tax or governmental
charge.

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

  THE SUBSIDIARY GUARANTEES

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

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

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

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

     The guarantee of any Subsidiary Guarantor may be released under certain
circumstances. If no default has occurred and is continuing under the Indenture,
and to the extent not otherwise prohibited by the Indenture, a Subsidiary
Guarantor will be unconditionally released and discharged from the guarantee:

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

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

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

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

COVENANTS

  REPORTS

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

     So long as any debt securities are outstanding, we will:

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

     - if we are not required to file information with the SEC pursuant to the
       Exchange Act, file with the Trustee, within 15 days after we would have
       been required to file with the SEC, financial statements and a
       Management's Discussion and Analysis of Financial Condition and Results
       of Operations, both comparable to what we would have been required to
       file with the SEC had we been subject to the reporting requirements of
       the Exchange Act; and

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

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

EVENTS OF DEFAULT, REMEDIES AND NOTICE

  EVENTS OF DEFAULT

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

     - default in any payment of interest on any debt securities of that series
       when due that continues 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 us or, if the series of debt securities is guaranteed by the
       Subsidiary Guarantors, by a Subsidiary Guarantor, to comply for 60 days
       after notice with the other agreements contained in the Indenture, any
       supplement to the Indenture or any board resolution authorizing the
       issuance of that series;

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     - certain events of bankruptcy, insolvency or reorganization of us or, if
       the series of debt securities is guaranteed by the Subsidiary Guarantors,
       of the Subsidiary Guarantors; or

     - if the series of debt securities is guaranteed by the Subsidiary
       Guarantors:

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

      - any of the guarantees by the Subsidiary Guarantors is declared null and
        void in a judicial proceeding; or

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

  EXERCISE OF REMEDIES

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

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

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

     The holders of a majority in principal amount of the outstanding debt
securities of a series may:

     - waive all past defaults, except with respect to nonpayment of principal,
       premium or interest; and

     - rescind any declaration of acceleration by the Trustee or the holders
       with respect to the debt securities of that series,

     but only if:

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

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

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

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

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

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

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<PAGE>

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

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

     The holders of a majority in principal amount of the outstanding debt
securities of a series have the right, subject to certain restrictions, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any right or power conferred on the
Trustee with respect to that series of debt securities. The Trustee, however,
may refuse to follow any direction that:

     - conflicts with law;

     - is inconsistent with any provision of the Indenture;

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

     - would involve the Trustee in personal liability.

  NOTICE OF EVENT OF DEFAULT

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

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

AMENDMENTS AND WAIVERS

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

     - cure any ambiguity, omission, defect or inconsistency;

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

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

     - add Subsidiary Guarantors with respect to the debt securities;

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

     - secure the debt securities;

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

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

     - add or appoint a successor or separate Trustee; or

     - comply with any requirement of the SEC in connection with the
       qualification of the Indenture under the Trust Indenture Act.

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<PAGE>

     In addition, we may amend the Indenture if the holders of a majority in
principal amount of all debt securities of each series that would be affected
then outstanding under the Indenture consent to it. We may not, however, without
the consent of each holder of outstanding debt securities of each series that
would be affected, amend the Indenture to:

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

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

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

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

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

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

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

     - release any security that has been granted in respect of the debt
       securities;

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

     - make any change in the waiver provisions; or

     - release a Subsidiary Guarantor or modify such Subsidiary Guarantor's
       guarantee in any manner adverse to the holders.

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

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

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

     - any past default under the Indenture, subject to certain rights of the
       Trustee under the Indenture;

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

     - in the payment of principal, premium or interest; or

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

DEFEASANCE

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

     - relating to the defeasance trust;

     - to register the transfer or exchange of the debt securities;

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<PAGE>

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

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

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

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

     - covenants applicable to a series of debt securities and described in the
       prospectus supplement applicable to such series, other than as described
       in such prospectus supplement;

     - the bankruptcy provisions with respect to the Subsidiary Guarantors, if
       any; and

     - the guarantee provision described under "Events of Default" above with
       respect to a series of debt securities.

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

     In order to exercise either defeasance option, we must:

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

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

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

NO PERSONAL LIABILITY OF GENERAL PARTNER

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

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

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

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

SUBORDINATION

     Debt securities of a series may be subordinated to our "Senior
Indebtedness," which we define generally to include any obligation created or
assumed by us (or, if the series is guaranteed, the Subsidiary Guarantors)

                                        19
<PAGE>

for the repayment of borrowed money 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 Subsidiary Guarantors), 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 Subsidiary
Guarantors). Subordinated debt securities will be subordinate in right of
payment, to the extent and in the manner set forth in the Indenture and the
prospectus supplement relating to such series, to the prior payment of all of
our indebtedness and that of any Subsidiary Guarantor that is designated as
"Senior Indebtedness" with respect to the series.

     The holders of Senior Indebtedness of ours or, if applicable, a Subsidiary
Guarantor, will receive payment in full of the Senior Indebtedness before
holders of subordinated debt securities will receive any payment of principal,
premium or interest with respect to the subordinated debt securities:

     - upon any payment or distribution of our assets or, if applicable to any
       series of outstanding debt securities, the Subsidiary Guarantors' assets,
       to creditors;

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

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

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

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

     - 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, we 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

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

Generally, "Designated Senior Indebtedness" will include:

     - any specified issue of Senior Indebtedness of at least $100 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

                                        20
<PAGE>

applicable grace periods, we may not pay the subordinated debt securities for a
period called the "Payment Blockage Period." A Payment Blockage Period will
commence on the receipt by us and the Trustee of written notice of the default,
called a "Blockage Notice," from the representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period and will
end 179 days thereafter.

     The Payment Blockage Period may be terminated before its expiration:

     - 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.

BOOK ENTRY, DELIVERY AND FORM

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

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

     DTC advises us that it is:

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

     - a "banking organization" within the meaning of the New York Banking Law;

     - a member of the United States Federal Reserve System;

     - a "clearing corporation" within the meaning of the New York Uniform
       Commercial Code; and

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

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

                                        21
<PAGE>

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

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

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

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

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

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

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

THE TRUSTEE

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

GOVERNING LAW

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

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                               CASH DISTRIBUTIONS

DISTRIBUTIONS OF AVAILABLE CASH

     General.  Within approximately 45 days after the end of each quarter, we
will distribute all of our available cash to unitholders of record on the
applicable record date.

     Definition of Available Cash.  Available cash generally means, for each
fiscal quarter, all cash on hand at the end of the quarter:

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

      - provide for the proper conduct of our business;

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

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

     - plus all cash on hand on the date of determination of available cash for
       the quarter resulting from working capital borrowings made after the end
       of the quarter. Working capital borrowings are generally borrowings that
       are made under our credit facility and in all cases are used solely for
       working capital purposes or to pay distributions to partners.

     Intent to Distribute the Minimum Quarterly Distribution.  We intend to
distribute to holders of common units and subordinated units on a quarterly
basis at least the minimum quarterly distribution of $0.525 per quarter or $2.10
per year to the extent we have sufficient cash from our operations after the
establishment of cash reserves and the payment of fees and expenses, including
payments to our general partner. However, there is no guarantee 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 credit
facility.

OPERATING SURPLUS, CAPITAL SURPLUS AND ADJUSTED OPERATING SURPLUS

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

     Definition of Operating Surplus.  For any period, operating surplus
generally means:

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

     - $15.0 million; plus

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

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

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

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

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<PAGE>

     Definition of Capital Surplus.  Capital surplus 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. We do not anticipate that we will make any distributions from capital
surplus.

     Definition of Adjusted Operating Surplus.  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.

     Adjusted operating surplus for any period generally means:

     - operating surplus generated with respect to that period; less

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

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

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

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

SUBORDINATION PERIOD

     General.  During the subordination period, 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 $0.525 per unit, plus any
arrearages in the payment of the minimum quarterly distribution on the common
units from prior quarters, before any distributions of available cash from
operating surplus may be made on the subordinated units. The purpose of the
subordinated units is to increase the likelihood that during the subordination
period there will be available cash to be distributed on the common units.

     Definition of Subordination Period.  The subordination period will extend
until the first day of any quarter beginning after December 31, 2005 that each
of the following tests are met:

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

     - the adjusted operating surplus generated during each of the three
       immediately preceding non-overlapping four-quarter periods 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.

                                        24
<PAGE>

     Early Conversion of Subordinated Units.  Before the end of the
subordination period, 50% of the subordinated units, or up to 2,839,847
subordinated units, may convert into common units on a one-for-one basis on the
first day after the record date established for the distribution for any quarter
ending on or after:

     - December 31, 2003 with respect to 25% of the subordinated units; and

     - December 31, 2004 with respect to 25% of the subordinated units.

     The early conversions will occur if at the end of the applicable quarter
each of the following three tests are met:

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

     - the adjusted operating surplus 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 25% of the subordinated units may
not occur until at least one year following the early conversion of the first
25% of the subordinated units.

     Effect of Expiration of the Subordination Period.  Upon expiration of the
subordination period, each outstanding subordinated unit will convert into one
common unit and will then participate pro rata with the other common units in
distributions of available cash. In addition, if the unitholders remove our
general partner other than for cause and units held by the general partner and
its affiliates are not voted in favor of this removal:

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

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

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

DISTRIBUTIONS OF AVAILABLE CASH FROM OPERATING SURPLUS DURING THE SUBORDINATION
PERIOD

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

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

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

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

     - Thereafter, in the manner described in "-- Incentive Distribution Rights"
       below.

                                        25
<PAGE>

DISTRIBUTIONS OF AVAILABLE CASH FROM OPERATING SURPLUS AFTER THE SUBORDINATION
PERIOD

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

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

     - Thereafter, in the manner described in "-- Incentive Distribution Rights"
       below.

INCENTIVE DISTRIBUTION RIGHTS

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

     If for any quarter:

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

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

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

     - First, 98% to all unitholders, pro rata, and 2% to the general partner,
       until each unitholder receives a total of $0.578 per unit for that
       quarter (the "first target distribution");

     - Second, 85% to all unitholders, pro rata, and 15% to the general partner,
       until each unitholder receives a total of $0.656 per unit for that
       quarter (the "second target distribution");

     - Third, 75% to all unitholders, pro rata, and 25% to the general partner,
       until each unitholder receives a total of $0.788 per unit for that
       quarter (the "third target distribution"); and

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

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

PERCENTAGE ALLOCATIONS OF AVAILABLE CASH FROM OPERATING SURPLUS

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

                                        26
<PAGE>

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

<Table>
<Caption>
                                                                   MARGINAL PERCENTAGE INTEREST
                                                                         IN DISTRIBUTIONS
                                    TOTAL QUARTERLY DISTRIBUTION   -----------------------------
                                           TARGET AMOUNT           UNITHOLDERS   GENERAL PARTNER
                                    ----------------------------   -----------   ---------------
<S>                                 <C>                            <C>           <C>
Minimum Quarterly Distribution....            $0.525                   98%              2%
First Target Distribution.........         up to $0.578                98%              2%
Second Target Distribution........  above $0.578 up to $0.656          85%             15%
Third Target Distribution.........  above $0.656 up to $0.788          75%             25%
Thereafter........................         above $0.788                50%             50%
</Table>

DISTRIBUTIONS FROM CAPITAL SURPLUS

     How Distributions from Capital Surplus Will Be Made.  We will make
distributions of available cash from capital surplus in the following manner:

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

     - Second, 98% to the common unitholders, pro rata, and 2% to the general
       partner, until we distribute for each common unit that was issued in the
       offering, 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.  The partnership agreement
treats a distribution of capital surplus as the repayment of the unit price from
our initial public offering, which is a return of capital. The initial public
offering price less any distributions of capital surplus per unit is referred to
as the unrecovered initial unit price. Each time a distribution of capital
surplus is made, the minimum quarterly distribution and the target distribution
levels will be reduced in the same proportion as the corresponding reduction in
the unrecovered initial unit price. Because distributions of capital surplus
will reduce the minimum quarterly distribution, after any of these distributions
are made, it may be easier for the general partner to receive incentive
distributions and for the subordinated units to convert into common units.
However, any distribution of capital surplus before the unrecovered initial unit
price is reduced to zero cannot be applied to the payment of the minimum
quarterly distribution or any arrearages.

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

ADJUSTMENT TO THE MINIMUM QUARTERLY DISTRIBUTION AND TARGET DISTRIBUTION LEVELS

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

     - the minimum quarterly distribution;

     - target distribution levels;

     - unrecovered initial unit price;

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

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

                                        27
<PAGE>

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

     The allocations of gain and loss upon liquidation are intended, to the
extent possible, to entitle the holders of outstanding common units to a
preference over the holders of outstanding subordinated units upon the
liquidation of Williams Energy Partners, 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 liquidation of Williams
Energy Partners to enable the holder of common units to fully recover all of
these amounts, even though there may be cash available for distribution to the
holders of subordinated units. Any further net gain recognized upon liquidation
will be allocated in a manner that takes into account the incentive distribution
rights of the general partner.

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

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

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

          (1) the unrecovered initial unit price for that common unit; 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 on that common unit;

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

          (1) the unrecovered initial unit price on that subordinated unit; and

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

                                        28
<PAGE>

     - Fourth, 98% to all unitholders, pro rata, and 2% to the general partner,
       pro rata, 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 units, pro rata, and 2% to the
     general partner, pro rata, for each quarter of our existence;

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

          (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 first target distribution per
     unit that we distributed 85% to the unitholders, pro rata, and 15% to the
     general partner for each quarter of our existence;

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

          (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 second target distribution per
     unit that we distributed 75% to the unitholders, pro rata, and 25% to the
     general partner for each quarter of our existence;

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

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

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

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

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

     - Thereafter, 100% to the general partner.

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

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

                                        29
<PAGE>

                           MATERIAL TAX CONSEQUENCES

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

     No attempt has been made in this section to comment on all federal income
tax matters affecting us or the unitholders. Moreover, the discussion focuses on
unitholders who are individual citizens or residents of the United States and
has only limited application to corporations, estates, trusts, nonresident
aliens or other unitholders subject to specialized tax treatment, such as
tax-exempt institutions, foreign persons, individual retirement accounts (IRAs),
real estate investment trusts (REITs) or mutual funds. Accordingly, we recommend
that each prospective unitholder 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 as to matters of law and legal conclusions, but not as to
factual matters, contained in this section, unless otherwise noted, are the
opinion of Vinson & Elkins L.L.P. and some are based on the accuracy of the
representations we make.

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

     For the reasons described below, Vinson & Elkins 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"); and

          (3) whether our method for depreciating Section 743 adjustments is
     sustainable (please read "-- Tax Consequences of Unit Ownership -- Section
     754 Election").

PARTNERSHIP STATUS

     A partnership is not a taxable entity and incurs no federal income tax
liability. Instead, each partner of a partnership is required to take into
account his 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.

     No ruling has been or will be sought from the IRS and the IRS has made no
determination as to our status or the status of the operating partnership as
partnerships for federal income tax purposes or whether our

                                        30
<PAGE>

operations generate "qualifying income" under Section 7704 of the Code. Instead,
we will rely on the opinion of Vinson & Elkins L.L.P. that, based upon the
Internal Revenue Code, its regulations, published revenue rulings and court
decisions and the representations described below, Williams Energy Partners and
the operating partnership are and will be classified as partnerships for federal
income tax purposes.

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

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

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

     Section 7704 of the Internal Revenue Code provides that publicly-traded
partnerships will, as a general rule, be taxed as corporations. However, an
exception, referred to as the "Qualifying Income Exception," exists with respect
to publicly-traded partnerships of which 90% or more of the gross income for
every taxable year consists of "qualifying income." Qualifying income includes
income and gains derived from the transportation, storage and processing of
crude oil, natural gas and products thereof and fertilizer. Other types of
qualifying income include interest other than from a financial business,
dividends, gains from the sale of real property and gains from the sale or other
disposition of assets held for the production of income that otherwise
constitutes qualifying income. We estimate that less than 7% of our current
income is not qualifying income; however, this estimate could change from time
to time. Based upon and subject to this estimate, the factual representations
made by us and the general partner and a review of the applicable legal
authorities, Vinson & Elkins L.L.P. is of the opinion that at least 90% of our
current gross income constitutes qualifying income.

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

     If 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 separate tax
returns rather than being passed through to the unitholders, and our net income
would be taxed to us at corporate rates. In addition, any distribution made to a
unitholder would be treated as either taxable dividend income, to the extent of
Williams Energy Partners' current or accumulated earnings and profits, or, in
the absence of earnings and profits, a nontaxable return of capital, to the
extent of the unitholder's tax basis in his common units, or taxable capital
gain, after the unitholder's tax basis in his common units is reduced to zero.
Accordingly, taxation as a corporation would result in a material reduction in a
unitholder's cash flow and after-tax return and thus would likely result in a
substantial reduction of the value of the units.

     The remainder of this section is based on Vinson & Elkins L.L.P.'s opinion
that we and the operating partnership will be classified as partnerships for
federal income tax purposes.

LIMITED PARTNER STATUS

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

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

                                        31
<PAGE>

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

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

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

     Income, gain, deductions or losses would not appear to be reportable by a
unitholder who is not a partner for federal income tax purposes, and any cash
distributions received by a unitholder who is not a partner for federal income
tax purposes would therefore be fully taxable as ordinary income. These holders
should consult their own tax advisors with respect to their status as partners
in Williams Energy Partners 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
corresponding cash distributions are received by him. Consequently, we may
allocate income to a unitholder even if he has not received a cash distribution.
Each unitholder will be required to include in income his allocable share of our
income, gains, losses and deductions for our taxable year ending with or within
his taxable year.

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

     A decrease in a unitholder's percentage interest in us because of our
issuance of additional common units will decrease his share of our nonrecourse
liabilities, and thus will result in a corresponding deemed distribution of
cash. A non-pro rata distribution of money or property may result in ordinary
income to a unitholder, regardless of his tax basis in his common units, if 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. That income will equal the excess of (1) the
non-pro rata portion of that distribution over (2) the unitholder's tax basis
for the share of Section 751 Assets deemed relinquished in the exchange.

     Basis of Common Units.  A unitholder's initial tax basis for his common
units will be the amount he paid for the common units plus his share of our
nonrecourse liabilities. That basis will be increased by his share of

                                        32
<PAGE>

our income and by any increases in his share of our nonrecourse liabilities.
That basis will be decreased, but not below zero, by distributions from us, by
the unitholder's share of our losses, by any decreases in his share of our
nonrecourse liabilities and by his share of our expenditures that are not
deductible in computing taxable income and are not required to be capitalized. A
limited partner will have no share of our debt which is recourse to the general
partner, but will have a share, generally based on his share of profits, of our
nonrecourse liabilities. Please read "-- Disposition of Common
Units -- Recognition of Gain or Loss."

     Limitations on Deductibility of Losses.  The deduction by a unitholder of
his share of our losses will be limited to the tax basis in his units and, in
the case of an individual unitholder or a corporate unitholder, 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 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 units, if the lender of those borrowed funds owns an interest in us, is
related to the unitholder or can look only to the units for repayment. A
unitholder's at risk amount will increase or decrease as the tax basis of the
unitholder's units increases or decreases, other than tax basis increases or
decreases attributable to increases or decreases in his share of our nonrecourse
liabilities.

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

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

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

     - 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.

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

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

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

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

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

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

     Treatment of Short Sales.  A unitholder whose units are loaned to a "short
seller" to cover a short sale of units may be considered as having disposed of
those units. If so, he would no longer be a partner for those units

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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.

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

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

     Tax Rates.  In general, the highest effective United States federal income
tax rate for individuals for 2002 is 38.6% and the maximum United States federal
income tax rate for net capital gains of an individual for 2002 is 20% if the
asset disposed of was held for more than 12 months at the time of disposition.

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

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

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

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<PAGE>

that this position cannot reasonably be taken, we may take a depreciation or
amortization position under which all purchasers acquiring units in the same
month would receive depreciation or amortization, whether attributable to common
basis or a Section 743(b) adjustment, based upon the same applicable rate as if
they had purchased a direct interest in our assets. This kind of aggregate
approach may result in lower annual depreciation or amortization deductions than
would otherwise be allowable to some unitholders. Please read "-- Tax Treatment
of Operations -- Uniformity of Units."

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

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

TAX TREATMENT OF OPERATIONS

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

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

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

     If we dispose of depreciable property by sale, foreclosure, or otherwise,
all or a portion of any gain, determined by reference to the amount of
depreciation previously deducted and the nature of the property, may be subject
to the recapture rules and taxed as ordinary income rather than capital gain.
Similarly, a partner who has taken cost recovery or depreciation deductions with
respect to property we own will likely be required to recapture some or all of
those deductions as ordinary income upon a sale of his interest in us.

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<PAGE>

Please read "-- Tax Consequences of Unit Ownership -- Allocation of Income,
Gain, Loss and Deduction" and "-- Disposition of Common Units -- Recognition of
Gain or Loss."

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

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

DISPOSITION OF COMMON UNITS

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

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

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

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

                                        37
<PAGE>

purchase of additional units or a sale of common units purchased in separate
transactions should consult his tax advisor as to the possible consequences of
this ruling and application of the Treasury regulations.

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

     - a 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 positions that have substantially the same effect as the
preceding transactions as having constructively sold the financial position.

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

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

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

     Notification Requirements.  A purchaser of units from another unitholder is
required to notify us in writing of that purchase within 30 days after the
purchase. We are required to notify the IRS of that transaction and to furnish
specified information to the transferor and transferee. However, these reporting
requirements do not apply to a sale by an individual who is a citizen of the
United States and who effects the sale or exchange through a broker.

     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.

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UNIFORMITY OF UNITS

     Because we cannot match transferors and transferees of units, we must
maintain uniformity of the economic and tax characteristics of the units to a
purchaser of these units. In the absence of uniformity, we may be unable to
completely comply with a number of federal income tax requirements, both
statutory and regulatory. A lack of uniformity can result from a literal
application of Treasury Regulation Section 1.167(c)-1(a)(6). Any non-uniformity
could have a negative impact on the value of the units. Please read "-- Tax
Consequences of Unit Ownership -- Section 754 Election."

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

TAX-EXEMPT ORGANIZATIONS AND OTHER INVESTORS

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

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

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

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

                                        39
<PAGE>

tion number from the IRS and submit that number to our transfer agent on a Form
W-8 or applicable substitute form in order to obtain credit for these
withholding taxes.

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

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

ADMINISTRATIVE MATTERS

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

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

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

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

                                        40
<PAGE>

     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. The temporary
Treasury regulations interpreting the tax shelter registration provisions of the
Internal Revenue Code are extremely broad. It is arguable that we are not
subject to the registration requirement on the basis that we will not constitute
a tax shelter. However, we have registered as a tax shelter with the Secretary
of Treasury in the absence of assurance that we will not be subject to tax
shelter registration and in light of the substantial penalties which might be
imposed if registration is required and not undertaken. Our tax shelter
registration number is 01036000014.

     Issuance of this registration number does not indicate that investment in
us or the claimed tax benefits have been reviewed, examined or approved by the
IRS.

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

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

     A substantial understatement of income tax in any taxable year exists if
the amount of the understatement exceeds the greater of 10% of the tax required
to be shown on the return for the taxable year or $5,000

                                        41
<PAGE>

($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 AND OTHER TAX CONSIDERATIONS

     In addition to federal income taxes, you will be subject to other taxes,
including state and local income taxes, unincorporated business taxes, and
estate, inheritance or intangible taxes that may be imposed by the various
jurisdictions in which we do business or own property or in which you are a
resident. We currently do business or own property in 18 states, most of which
impose income taxes. We may also own property or do business in other states in
the future. Although an analysis of those various taxes is not presented here,
each prospective unitholder should consider their potential impact on his
investment in us. You may not be required to file a return and pay taxes in some
states because your income from that state falls below the filing and payment
requirement. You will be required, however, to file state income tax returns and
to pay state income taxes in many of the states in which we do business or own
property, and you may be subject to penalties for failure to comply with those
requirements. In some states, tax losses may not produce a tax benefit in the
year incurred and also may not be available to offset income in subsequent
taxable years. Some of the states may require us, or we may elect, to withhold a
percentage of income from amounts to be distributed to a unitholder who is not a
resident of the state. Withholding, the amount of which may be greater or less
than a particular unitholder's income tax liability to the state, generally does
not relieve a nonresident unitholder from the obligation to file an income tax
return. Amounts withheld may be treated as if distributed to unitholders for
purposes of determining the amounts distributed by us. Please read "-- Tax
Consequences of Unit Ownership -- Entity-Level Collections." Based on current
law and our estimate of our future operations, the general partner anticipates
that any amounts required to be withheld will not be material.

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

TAX CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES

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

                                        42
<PAGE>

                   INVESTMENT IN US BY EMPLOYEE BENEFIT PLANS

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

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

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

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

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

                                        43
<PAGE>

                              PLAN OF DISTRIBUTION

     We may sell the securities being offered hereby:

     - directly to purchasers;

     - through agents;

     - through underwriters; and

     - through dealers.

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

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

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

     The place and time of delivery for the securities in respect of which this
prospectus is delivered are set forth in the accompanying prospectus supplement.

                                     LEGAL

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

                                    EXPERTS

     The consolidated financial statements of Williams Energy Partners L.P. and
the consolidated balance sheet of Williams GP LLC appearing in Williams Energy
Partners L.P.'s Annual Report on Form 10-K for the year ended December 31, 2001
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their reports thereon included therein and incorporated herein by reference.
These consolidated financial statements and consolidated balance sheet are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

                                        44
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 and the NASD filing fee, the
amounts set forth below are estimates.

<Table>
<S>                                                            <C>
Registration fee............................................   $165,600
NASD fee....................................................     30,500
Printing and engraving expenses.............................    100,000
Fees and expenses of legal counsel..........................    100,000
Accounting fees and expenses................................     50,000
Fees and expenses of Trustee................................     15,000
Fees of ratings agencies....................................    325,000
Miscellaneous...............................................     13,900
                                                               --------
          Total.............................................   $800,000
                                                               ========
</Table>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The partnership agreements of Williams Energy Partners L.P. and Williams
OLP, L.P. provide that they will, to the fullest extent permitted by law,
indemnify and advance expenses to their general partner, any Departing Partner
(as defined therein), any person who is or was an affiliate of their general
partner, including the subsidiary guarantors, or any Departing Partner, any
person who is or was an officer, director, employee, partner, agent or trustee
of their general partner or any Departing Partner or any affiliate of their
general partner, including the subsidiary guarantors, or any Departing Partner,
or any person who is or was serving at the request of their general partner,
including the subsidiary guarantors, or any affiliate of their general partner
or any Departing Partner or any affiliate of any Departing Partner as an
officer, director, employee, partner, agent or trustee of another person
("Indemnitees") from and against any and all losses, claims, damages,
liabilities (joint or several), expenses (including legal fees and expenses),
judgments, fines, settlements and other amounts arising from any and all claims,
demands, actions, suits or proceedings, civil, criminal, administrative or
investigative, in which any Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, by reason of its status as their general
partner, Departing Partner or an affiliate of either, an officer, director,
employee, partner, agent or trustee of their general partner, any Departing
Partner or affiliate of either or a person serving at the request of their
partnership in another entity in a similar capacity, provided that in each case
the Indemnitee acted in good faith and in a manner which such Indemnitee
reasonably believed to be in or not opposed to the best interests of their
partnership. 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 their partnership.

     Williams Energy Partners L.P. and Williams OLP, L.P. are authorized to
purchase (or to reimburse their general partners for the costs of) insurance
against liabilities asserted against and expenses incurred by the persons
described in the paragraph above in connection with their activities, whether or
not they would have the power to indemnify such person against such liabilities
under the provisions described in the paragraph above. The general partner of
Williams Energy Partners L.P. has purchased insurance, the cost of which is
reimbursed by Williams Energy Partners L.P., covering its officers and directors
against liabilities asserted and expenses incurred in connection with their
activities as officers and directors of the general partner or any of its direct
or indirect subsidiaries including Williams Acquisition (DE) LLC, Williams GP
Inc., the general partner of Williams OLP, L.P., and Williams NGL, LLC, the
general partner of Williams Terminals Holdings,

                                       II-1
<PAGE>

L.P., Williams Pipelines Holdings, L.P., Williams Ammonia Pipeline, L.P. and
Williams Fractionation Holdings, L.P.

     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.

ITEM 16.  EXHIBITS.

     The following documents are filed as exhibits to this registration
statement:

<Table>
<Caption>
EXHIBIT
NUMBER                                 EXHIBIT TITLE
-------                                -------------
<C>       <C>   <S>
 1.1*       --  Form of Underwriting Agreement
 4.1        --  Amended and Restated Agreement of Limited Partnership of
                Williams Energy Partners L.P. (incorporated by reference to
                Exhibit 3(a) of the Partnership's Annual Report on Form 10-K
                filed on March 7, 2002).
 4.2        --  Form of Senior Indenture
 4.3        --  Form of Subordinated Indenture
 5.1        --  Opinion of Vinson & Elkins L.L.P. as to the legality of the
                securities being registered
 8.1        --  Opinion of Vinson & Elkins L.L.P. relating to tax matters
12.1        --  Statement of Computation of Ratio of Earnings to Fixed
                Charges
23.1        --  Consent of Ernst & Young LLP
23.2        --  Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
23.3        --  Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
24.1        --  Powers of Attorney
25.1*       --  Form T-1 Statement of Eligibility and Qualification
                respecting the Senior Indenture
25.2*       --  Form T-1 Statement of Eligibility and Qualification
                respecting the Subordinated Indenture
</Table>

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

* To be filed by amendment or as an exhibit to a current report on Form 8-K of
  the registrant.

ITEM 17.  UNDERTAKINGS.

     I. Each of the undersigned registrants hereby undertakes:

     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

          ii. 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 the 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; and

          iii. 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 this Registration Statement;
     provided, however, that paragraphs i and ii 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 by

                                       II-2
<PAGE>

     the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 that are incorporated by reference in the Registration
     Statement.

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

     (c) 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     III. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of any registrant pursuant to the provisions described in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of 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 and will be governed by
the final adjudication of such issue.

                                       II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Tulsa, State of Oklahoma, on March 7, 2002.

                                          WILLIAMS ENERGY PARTNERS L.P.

                                          By: WILLIAMS GP LLC
                                            its General Partner

                                              By:  /s/ DON R. WELLENDORF
                                              ----------------------------------
                                              Name: Don R. Wellendorf
                                              Title:   Senior Vice President,
                                                  Chief Financial Officer and
                                                       Treasurer

                                          WILLIAMS GP INC.

                                          By:     /s/ DON R. WELLENDORF
                                            ------------------------------------
                                            Name: Don R. Wellendorf
                                            Title:   Senior Vice President,
                                                Chief Financial Officer and
                                                     Treasurer

                                          WILLIAMS OLP, L.P.

                                          By: WILLIAMS GP INC.
                                            its General Partner

                                              By:  /s/ DON R. WELLENDORF
                                              ----------------------------------
                                              Name: Don R. Wellendorf
                                              Title:   Senior Vice President,
                                                  Chief Financial Officer and
                                                       Treasurer

                                       II-4
<PAGE>

                                          WILLIAMS ACQUISITION (DE) LLC

                                          By:      /s/ DON R. WELLENDORF
                                              ----------------------------------
                                            Name: Don R. Wellendorf
                                            Title:   Senior Vice President,
                                                Chief Financial Officer and
                                                     Treasurer

                                          WILLIAMS NGL, LLC

                                          By:     /s/ DON R. WELLENDORF
                                            ------------------------------------
                                            Name: Don R. Wellendorf
                                            Title:   Senior Vice President,
                                                Chief Financial Officer and
                                                     Treasurer

                                          WILLIAMS TERMINALS HOLDINGS, L.P.

                                          By: WILLIAMS NGL, LLC
                                            its General Partner

                                              By:  /s/ DON R. WELLENDORF
                                              ----------------------------------
                                              Name: Don R. Wellendorf
                                              Title:   Senior Vice President,
                                                  Chief Financial Officer and
                                                       Treasurer

                                          WILLIAMS PIPELINES HOLDINGS, L.P.

                                          By: WILLIAMS NGL, LLC
                                            its General Partner

                                              By:  /s/ DON R. WELLENDORF
                                              ----------------------------------
                                              Name: Don R. Wellendorf
                                              Title:   Senior Vice President,
                                                  Chief Financial Officer and
                                                       Treasurer
                                       II-5
<PAGE>

                                          WILLIAMS AMMONIA PIPELINE, L.P.

                                          By: WILLIAMS NGL, LLC
                                            its General Partner

                                              By:  /s/ DON R. WELLENDORF
                                              ----------------------------------
                                              Name: Don R. Wellendorf
                                              Title:   Senior Vice President,
                                                  Chief Financial Officer and
                                                       Treasurer

                                          WILLIAMS FRACTIONATION HOLDINGS, L.P.

                                          By: WILLIAMS NGL, LLC
                                            its General Partner

                                              By:  /s/ DON R. WELLENDORF
                                              ----------------------------------
                                              Name: Don R. Wellendorf
                                              Title:   Senior Vice President,
                                                  Chief Financial Officer and
                                                       Treasurer

     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 indicated on March 7, 2002.

<Table>
<Caption>
                    SIGNATURE                                              TITLE
                    ---------                                              -----
<S>     <C>                                          <C>

                        *                            Chief Executive Officer and Chairman of the Board
 ------------------------------------------------      of Williams Energy Partners, Williams GP Inc.
                Steven J. Malcolm                                 and Williams NGL, LLC**
                                                               (Principal Executive Officer)


                        *                            President, Chief Operating Officer and Director of
 ------------------------------------------------        Williams Energy Partners, Williams GP Inc.
                Phillip D. Wright                                 and Williams NGL, LLC**


              /s/ DON R. WELLENDORF                   Senior Vice President, Chief Financial Officer,
 ------------------------------------------------        Treasurer and Director of Williams Energy
                Don R. Wellendorf                                        Partners,
                                                          Williams GP Inc. and Williams NGL, LLC**
                                                        (Principal Financial and Accounting Officer)


                        *                            Director of Williams Energy Partners, Williams GP
 ------------------------------------------------               Inc. and Williams NGL, LLC**
                 Keith E. Bailey


                                                                          Director
 ------------------------------------------------
             William A. Bruckmann III
</Table>

                                       II-6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>h94693ex4-2.txt
<DESCRIPTION>FORM OF SENIOR INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.2
                           [FORM OF SENIOR INDENTURE]



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


                          WILLIAMS ENERGY PARTNERS L.P.

                                   AS ISSUER,



                                WILLIAMS GP INC.

                               WILLIAMS OLP, L.P.

                          WILLIAMS ACQUISITION (DE) LLC

                               WILLIAMS NGL, LLC

                        WILLIAMS PIPELINES HOLDINGS, L.P.

                        WILLIAMS TERMINALS HOLDINGS, L.P.

                         WILLIAMS AMMONIA PIPELINE, L.P.

                                       AND

                      WILLIAMS FRACTIONATION HOLDINGS, L.P.

                            AS SUBSIDIARY GUARANTORS,


                                       AND

                             [____________________],
                         A NATIONAL BANKING ASSOCIATION

                                   AS TRUSTEE


                                    INDENTURE


                            DATED AS OF ____________


                                 DEBT SECURITIES

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



<PAGE>

                              CROSS-REFERENCE TABLE

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

N.A. means Not Applicable

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



                                        i
<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
                                                     ARTICLE I
                                     DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                                     ARTICLE II
                                                  DEBT SECURITIES

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

                                                    ARTICLE III
                                           REDEMPTION OF DEBT SECURITIES

   Section 3.01.      Applicability of Article...................................................................21
   Section 3.02.      Notice of Redemption; Selection of Debt Securities.........................................21
   Section 3.03.      Payment of Debt Securities Called for Redemption...........................................22
   Section 3.04.      Mandatory and Optional Sinking Funds.......................................................23
   Section 3.05.      Redemption of Debt Securities for Sinking Fund.............................................23

                                                     ARTICLE IV
                                      PARTICULAR COVENANTS OF THE PARTNERSHIP

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



                                       ii
<PAGE>

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

                                                     ARTICLE V
                                     HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

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

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

   Section 6.01.      Events of Default..........................................................................30
   Section 6.02.      Collection of Debt by Trustee, etc. .......................................................32
   Section 6.03.      Application of Moneys Collected by Trustee.................................................33
   Section 6.04.      Limitation on Suits by Holders.............................................................34
   Section 6.05.      Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
                      Default....................................................................................35
   Section 6.06.      Rights of Holders of Majority in Principal Amount of Debt Securities to Direct
                      Trustee and to Waive Default...............................................................35
   Section 6.07.      Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in
                      Certain Circumstances......................................................................36
   Section 6.08.      Requirement of an Undertaking To Pay Costs in Certain Suits under the Indenture or
                      Against the Trustee........................................................................36

                                                    ARTICLE VII
                                               CONCERNING THE TRUSTEE

   Section 7.01.      Certain Duties and Responsibilities........................................................36
   Section 7.02.      Certain Rights of Trustee..................................................................37
   Section 7.03.      Trustee Not Liable for Recitals in Indenture or in Debt Securities.........................39
   Section 7.04.      Trustee, Paying Agent or Registrar May Own Debt Securities.................................39
   Section 7.05.      Moneys Received by Trustee to Be Held in Trust.............................................39
   Section 7.06.      Compensation and Reimbursement.............................................................39
   Section 7.07.      Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence
                      Specifically Prescribed....................................................................40
   Section 7.08.      Separate Trustee; Replacement of Trustee...................................................40
</Table>



                                       iii
<PAGE>

<Table>
<S>                   <C>                                                                                        <C>
   Section 7.09.      Successor Trustee by Merger................................................................41
   Section 7.10.      Eligibility; Disqualification..............................................................41
   Section 7.11.      Preferential Collection of Claims Against Partnership......................................42
   Section 7.12.      Compliance with Tax Laws...................................................................42

                                                    ARTICLE VIII
                                               CONCERNING THE HOLDERS

   Section 8.01.      Evidence of Action by Holders..............................................................42
   Section 8.02.      Proof of Execution of Instruments and of Holding of Debt Securities........................42
   Section 8.03.      Who May Be Deemed Owner of Debt Securities.................................................42
   Section 8.04.      Instruments Executed by Holders Bind Future Holders........................................43

                                                     ARTICLE IX
                                              SUPPLEMENTAL INDENTURES

   Section 9.01.      Purposes for Which Supplemental Indenture May Be Entered into Without Consent of
                      Holders....................................................................................44
   Section 9.02.      Modification of Indenture with Consent of Holders of Debt Securities.......................45
   Section 9.03.      Effect of Supplemental Indentures..........................................................46
   Section 9.04.      Debt Securities May Bear Notation of Changes by Supplemental Indentures....................47

                                                     ARTICLE X
                                     CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   Section 10.01.     Consolidations and Mergers of the Partnership..............................................47
   Section 10.02.     Rights and Duties of Successor Partnership.................................................47

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

   Section 11.01.     Applicability of Article...................................................................48
   Section 11.02.     Satisfaction and Discharge of Indenture; Defeasance........................................48
   Section 11.03.     Conditions of Defeasance...................................................................49
   Section 11.04.     Application of Trust Money.................................................................50
   Section 11.05.     Repayment to Partnership...................................................................50
   Section 11.06.     Indemnity for U.S. Government Obligations..................................................50
   Section 11.07.     Reinstatement..............................................................................51

                                                    ARTICLE XII
                                                     [RESERVED]


                                                    ARTICLE XIII
                                              MISCELLANEOUS PROVISIONS

   Section 13.01.     Successors and Assigns of Partnership Bound by Indenture...................................51
   Section 13.02.     Acts of Board, Committee or Officer of Successor Partnership Valid.........................51
   Section 13.03.     Required Notices or Demands................................................................51
</Table>



                                       iv
<PAGE>

<Table>
<S>                   <C>                                                                                        <C>
   Section 13.04.     Indenture and Debt Securities to Be Construed in Accordance with the Laws of the
                      State of New York..........................................................................52
   Section 13.05.     Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or
                      Demand by the Partnership..................................................................53
   Section 13.06.     Payments Due on Legal Holidays.............................................................53
   Section 13.07.     Provisions Required by TIA to Control......................................................53
   Section 13.08.     Computation of Interest on Debt Securities.................................................53
   Section 13.09.     Rules by Trustee, Paying Agent and Registrar...............................................53
   Section 13.10.     No Recourse Against Others.................................................................53
   Section 13.11.     Severability...............................................................................54
   Section 13.12.     Effect of Headings.........................................................................54
   Section 13.13.     Indenture May Be Executed in Counterparts..................................................54

                                                    ARTICLE XIV
                                                     GUARANTEE

   Section 14.01.     Unconditional Guarantee....................................................................54
   Section 14.02.     Execution and Delivery of Guarantee........................................................56
   Section 14.03.     Limitation on Subsidiary Guarantors' Liability.............................................56
   Section 14.04.     Release of Subsidiary Guarantors from Guarantee............................................57
   Section 14.05.     Subsidiary Guarantor Contribution..........................................................57
</Table>



Notation of Guarantee         Annex A



                                        v
<PAGE>

         THIS INDENTURE dated as of ___________ is among Williams Energy
Partners L.P., a Delaware limited partnership (the "Partnership"), Williams GP
Inc., a Delaware corporation ("GP Inc."), Williams OLP, L.P., a Delaware limited
partnership ("Williams OLP"), Williams Acquisition (DE) LLC, a Delaware limited
Liability company ("Acquisition LLC"), Williams NGL, LLC, a Delaware limited
liability company, ("WNGL LLC"), Williams Pipelines Holdings, L.P., a Delaware
limited partnership ("WPH LP"), Williams Terminals Holdings, L.P., a Delaware
limited partnership ("WTH LP"), Williams Ammonia Pipeline, L.P., a Delaware
limited partnership ("WAP LP"), Williams Fractionation Holdings, L.P. ("Holdings
LP" and together with GP Inc., Williams OLP, Acquisition LLC, WNGL LLC, WPH LP,
WTH LP and WAP LP, the "Subsidiary Guarantors"), and [____________________], a
__________________, as trustee (the "Trustee").

            RECITALS OF THE PARTNERSHIP AND THE SUBSIDIARY GUARANTORS

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

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

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



<PAGE>

terms "controlling" and "controlled" have meanings correlative to the foregoing.
The Trustee may request and may conclusively rely upon an Officers' Certificate
to determine whether any Person is an Affiliate of any specified Person.

         "Agent" means any Registrar or paying agent.

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

         "Board of Directors" means the Board of Directors of the General
Partner or any authorized committee of the Board of Directors of the General
Partner or any directors and/or officers of the General Partner to whom such
Board of Directors or such committee shall have duly delegated its authority to
act hereunder. If the Partnership shall change its form of entity to other than
a limited partnership, the references to the Board of Directors of the General
Partner shall mean the Board of Directors (or other comparable governing body)
of the Partnership.

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

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

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

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

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

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

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

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

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



                                       2
<PAGE>

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

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

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

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

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

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

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

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



                                       3
<PAGE>

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

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

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

         "Officers' Certificate" means a certificate signed by two Officers of
the General Partner, one of whom must be the General Partner's chief executive
officer, chief financial officer or chief accounting officer (or if the
Partnership shall change its form of entity to other than a limited partnership,
by Persons, officers, members, agents and others holding positions comparable to
those of the foregoing nature, as applicable).

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

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

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

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

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

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

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



                                       4
<PAGE>

direction, notice, consent or waiver hereunder, Debt Securities owned by the
Partnership or any other obligor upon the Debt Securities or any Affiliate of
the Partnership or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Debt Securities which an officer of the Trustee
actually knows to be so owned shall be so disregarded. Debt Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Debt Securities and that the pledgee is not the
Partnership or any other obligor upon the Debt Securities or an Affiliate of the
Partnership or of such other obligor. In determining whether the Holders of the
requisite principal amount of Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of an Original Issue Discount Debt Security that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 6.01.

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

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

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



                                       5
<PAGE>

         "Subsidiary" of any Person means:

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

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

         "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this instrument until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Subsidiary Guarantors" shall mean
such successor Person or Persons, and any other Subsidiary of the Partnership
who may execute this Indenture, or a supplement thereto, for the purpose of
providing a Guarantee of Debt Securities pursuant to this Indenture.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
"77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

         "Trustee" initially means [____________________] and any other Person
or Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

         "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "U.S. Government Obligations" means direct obligations of the United
States of America, obligations on which the payment of principal and interest is
fully guaranteed by the United States of America or obligations or guarantees
for the payment of which the full faith and credit of the United States of
America is pledged.

         "Yield to Maturity" means the yield to maturity, calculated at the time
of issuance of a series of Debt Securities, or, if applicable, at the most
recent redetermination of interest on such series and calculated in accordance
with accepted financial practice.



                                       6
<PAGE>

         Section 1.02. Other Definitions.

<Table>
<Caption>
         TERM                                                                       DEFINED IN SECTION
         ----                                                                       ------------------
<S>                                                                                 <C>
         "Debt Security Register".........................................          2.07
         "Defaulted Interest".............................................          2.17
         "Designated Currency"............................................          2.18
         "Determination Notice"...........................................          3.02
         "Event of Default"...............................................          6.01
         "Funding Guarantor"..............................................          14.05
         "Guarantee"......................................................          14.01
         "Place of Payment"...............................................          2.03
         "Registrar"......................................................          2.07
         "Successor Partnership"..........................................          10.01
</Table>

         Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

         Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

         (c) "or" is not exclusive;

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

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

         (f) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                   ARTICLE II
                                 DEBT SECURITIES

         Section 2.01. Forms Generally. The Debt Securities of each series shall
be in substantially the form established without the approval of any Holder by
or pursuant to a resolution of the Board of Directors or in one or more
Indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the
Partnership may deem appropriate (and, if not contained in a supplemental
Indenture entered into in accordance with



                                       7
<PAGE>

Article IX, as are not prohibited by the provisions of this Indenture) or as may
be required or appropriate to comply with any law or with any rules made
pursuant thereto or with any rules of any securities exchange on which such
series of Debt Securities may be listed, or to conform to general usage, or as
may, consistently herewith, be determined by the officers executing such Debt
Securities as evidenced by their execution of the Debt Securities.

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

         Section 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                       [                    ],
                                        --------------------
                                       As Trustee


                                       By:
                                          --------------------------------------
                                                            Authorized Signature

         Section 2.03. Principal Amount; Issuable in Series. The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.

         The Debt Securities may be issued in one or more series in fully
registered form. There shall be established, without the approval of any
Holders, in or pursuant to a resolution of the Board of Directors and set forth
in an Officers' Certificate, or established in one or more Indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any
or all of the following:

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

         (b) any limit upon the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to this Article II);

         (c) the date or dates on which the principal and premium, if any, of
the Debt Securities of the series are payable;



                                       8
<PAGE>

         (d) the rate or rates (which may be fixed or variable) at which the
Debt Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, in the case of Registered
Securities, the record dates for the determination of Holders thereof to whom
such interest is payable; and the basis upon which interest will be calculated
if other than that of a 360-day year of twelve thirty-day months;

         (e) the place or places, if any, in addition to or instead of the
corporate trust office of the Trustee, where the principal of, and premium, if
any, and interest on, Debt Securities of the series shall be payable ("Place of
Payment");

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

         (g) whether Debt Securities of the series are entitled to the benefits
of any Guarantee of any Subsidiary Guarantors pursuant to this Indenture;

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

         (i) the terms, if any, upon which the Debt Securities of the series may
be convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or warrants for capital stock or Debt
or other securities of any kind of the Partnership or any other obligor and the
terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein;

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

         (k) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

         (l) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined);

         (m) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);



                                       9
<PAGE>

         (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

         (o) the terms, if any, of the transfer, mortgage, pledge or assignment
as security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the TIA are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

         (p) any addition to or change in the Events of Default with respect to
the Debt Securities of the series and any change in the right of the Trustee or
the Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

         (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in
addition to or in lieu of the legend referred to in Section 2.15(a);

         (r) any trustees, authenticating or paying agents, transfer agents or
registrars;

         (s) the applicability of, and any addition to or change in the
covenants and definitions currently set forth in this Indenture or in the terms
currently set forth in Article X, including conditioning any merger, conveyance,
transfer or lease permitted by Article X upon the satisfaction of an Debt
coverage standard by the Partnership and Successor Partnership (as defined in
Article X);

         (t) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

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

         All Debt Securities of any one series appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and as set
forth in such Officers' Certificate or in any such Indenture supplemental
hereto.

         Section 2.04. Execution of Debt Securities. The Debt Securities shall
be signed on behalf of the Partnership by the Chairman of the Board, the
President or a Vice President of the General Partner and, if the seal of the
General Partner is reproduced thereon, it shall be attested by its Secretary, an
Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon
the Debt Securities may be the manual or facsimile signatures of the present or
any future such authorized officers and may be imprinted or otherwise reproduced
on the Debt Securities. The seal of the General Partner, if any, may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Debt Securities.



                                       10
<PAGE>

         Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the General Partner on behalf of the Partnership shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder.

         In case any officer of the General Partner who shall have signed any of
the Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Partnership, such Debt Securities nevertheless may be authenticated
and delivered or disposed of as though the Person who signed such Debt
Securities had not ceased to be such officer of the General Partner; and any
Debt Security may be signed on behalf of the General Partner by such Persons as,
at the actual date of the execution of such Debt Security, shall be the proper
officers of the General Partner, although at the date of such Debt Security or
of the execution of this Indenture any such Person was not such officer.

         Section 2.05. Authentication and Delivery of Debt Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Partnership may deliver Debt Securities of any series executed by the
Partnership to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon a Partnership Order. In
authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon:

         (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the Partnership,
authorizing the terms of issuance of any series of Debt Securities;

         (b) an executed supplemental Indenture, if any;

         (c) an Officers' Certificate; and

         (d) an Opinion of Counsel prepared in accordance with Section 13.05
which shall also state:

                  (i) that the form of such Debt Securities has been established
         by or pursuant to a resolution of the Board of Directors or by a
         supplemental Indenture as permitted by Section 2.01 in conformity with
         the provisions of this Indenture;

                  (ii) that the terms of such Debt Securities have been
         established by or pursuant to a resolution of the Board of Directors or
         by a supplemental Indenture as permitted by Section 2.03 in conformity
         with the provisions of this Indenture;

                  (iii) that such Debt Securities, when authenticated and
         delivered by the Trustee and issued by the Partnership in the manner
         and subject to any conditions specified in such Opinion of Counsel,
         will constitute valid and legally binding obligations of the
         Partnership, enforceable in accordance with their terms except as the



                                       11
<PAGE>

         enforceability thereof may be limited by bankruptcy, insolvency or
         similar laws affecting the enforcement of creditors' rights generally
         and rights of acceleration and the availability of equitable remedies
         may be limited by equitable principles of general applicability;

                  (iv) that the Partnership has the partnership power to issue
         such Debt Securities and has duly taken all necessary partnership
         action with respect to such issuance;

                  (v) that the issuance of such Debt Securities will not
         contravene the organizational documents of the Partnership or result in
         any material violation of any of the terms or provisions of any law or
         regulation or of any material indenture, mortgage or other agreement
         known to such counsel by which the Partnership is bound;

                  (vi) that authentication and delivery of such Debt Securities
         and the execution and delivery of any supplemental Indenture will not
         violate the terms of this Indenture; and

                  (vii) such other matters as the Trustee may reasonably
         request.

         Such Opinion of Counsel need express no opinion as to whether a court
in the United States would render a money judgment in a currency other than that
of the United States.

         The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or vice presidents (or any combination
thereof) shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Partnership to authenticate Debt Securities of any series. Unless limited
by the terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.

         Unless otherwise provided in the form of Debt Security for any series,
each Debt Security shall be dated the date of its authentication.

         Section 2.06. Denomination of Debt Securities. Unless otherwise
provided in the form of Debt Security for any series, the Debt Securities of
each series shall be issuable only as fully registered Debt Securities in such
Dollar denominations as shall be specified or contemplated by Section 2.03. In
the absence of any such specification with respect to the Debt Securities of any
series, the Debt Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


                                       12
<PAGE>
         Section 2.07. Registration of Transfer and Exchange.

         (a) The Partnership shall keep or cause to be kept a register for each
series of Debt Securities issued hereunder (hereinafter collectively referred to
as the "Debt Security Register"), in which, subject to such reasonable
regulations as it may prescribe, the Partnership shall provide for the
registration of all Debt Securities and the transfer of Debt Securities as in
this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Partnership in accordance with the provisions of
Section 4.02, the Partnership shall execute and the Trustee shall authenticate
and deliver in the name of the transferee or transferees a new Debt Security or
Debt Securities of authorized denominations for a like aggregate principal
amount. In no event may Debt Securities be issued as, exchanged for, bearer
securities.

         Unless and until otherwise determined by the Partnership by resolution
of the Board of Directors, the register of the Partnership for the purpose of
registration, exchange or registration of transfer of the Debt Securities shall
be kept at the principal corporate trust office of the Trustee and, for this
purpose, the Trustee shall be designated "Registrar."

         Debt Securities of any series (other than a Global Security, except as
set forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Partnership as provided in Section 4.02, and
the Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Debt Security or Debt Securities which the Holder making
the exchange shall be entitled to receive.

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

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

         No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Partnership may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Partnership's own expense or without expense or without charge to the Holders.

         The Partnership shall not be required (i) to issue, register the
transfer of or exchange any Debt Securities for a period of 15 days next
preceding any mailing of notice of redemption of Debt Securities of such series
or (ii) to register the transfer of or exchange any Debt Securities selected,
called or being called for redemption.



                                       13
<PAGE>

         Prior to the due presentation for registration of transfer of any Debt
Security, the Partnership, the Trustee, any paying agent or any Registrar may
deem and treat the Person in whose name a Debt Security is registered as the
absolute owner of such Debt Security for the purpose of receiving payment of
principal of, and premium, if any, and interest on, such Debt Security and for
all other purposes whatsoever, whether or not such Debt Security is overdue, and
none of the Partnership, the Subsidiary Guarantors, the Trustee, any paying
agent or Registrar shall be affected by notice to the contrary.

         None of the Partnership, the Subsidiary Guarantors, the Trustee, any
agent of the Trustee, any paying agent or any Registrar will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

         Section 2.08. Temporary Debt Securities. Pending the preparation of
definitive Debt Securities of any series, the Partnership may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Partnership with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Partnership and be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the definitive
Debt Securities.

         If temporary Debt Securities of any series are issued, the Partnership
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Partnership at a Place
of Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

         Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be
exchanged and endorsed.



                                       14
<PAGE>

         Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If
(a) any mutilated Debt Security is surrendered to the Trustee at its corporate
trust office or (b) the Partnership and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security, and there
is delivered to the Partnership and the Trustee such security or indemnity as
may be required by them to save each of them and any paying agent harmless, and
neither the Partnership nor the Trustee receives notice that such Debt Security
has been acquired by a bona fide purchaser, then the Partnership shall execute
and, upon a Partnership Order, the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt
Security, a new Debt Security of the same series of like tenor, form, terms and
principal amount, bearing a number not contemporaneously Outstanding. Upon the
issuance of any substituted Debt Security, the Partnership may require the
payment of a sum sufficient to cover any tax, fee, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt which has matured or is about to
mature or which has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Partnership may, instead of issuing a substituted
Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish the Partnership and the Trustee with such security or
indemnity as either may require to save it harmless from all risk, however
remote, and, in case of destruction, loss or theft, evidence to the satisfaction
of the Partnership and the Trustee of the destruction, loss or theft of such
Debt Security and of the ownership thereof.

         Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Partnership, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 2.10. Cancellation of Surrendered Debt Securities. All Debt
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Partnership or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention requirements of the Exchange Act) and
certification of their destruction delivered to the Partnership, unless
otherwise directed. On request of the Partnership, the Trustee shall deliver to
the Partnership canceled Debt Securities held by the Trustee. If the Partnership
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the Debt represented thereby unless
and until the same are delivered or surrendered to the Trustee for cancellation.
The Partnership may not issue new Debt Securities to replace Debt Securities it
has redeemed, paid or delivered to the Trustee for cancellation.



                                       15
<PAGE>

         Section 2.11. Provisions of the Indenture and Debt Securities for the
Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in the
Debt, expressed or implied, shall give or be construed to give to any Person,
other than the parties hereto, the Holders or any Registrar or paying agent, any
legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all its
covenants, conditions and provisions being for the sole benefit of the parties
hereto, the Holders and any Registrar and paying agents.

         Section 2.12. Payment of Interest; Interest Rights Preserved.

         (a) Interest on any Debt Security that is payable and is punctually
paid or duly provided for on any interest payment date shall be paid to the
Person in whose name such Debt Security is registered at the close of business
on the regular record date for such interest notwithstanding the cancellation of
such Debt Security upon any transfer or exchange subsequent to the regular
record date. Payment of interest on Debt Securities shall be made at the
corporate trust office of the Trustee (except as otherwise specified pursuant to
Section 2.03), or at the option of the Partnership, by check mailed to the
address of the Person entitled thereto as such address shall appear in the Debt
Security Register or, if provided pursuant to Section 2.03 and in accordance
with arrangements satisfactory to the Trustee, at the option of the Holder by
wire transfer to an account designated by the Holder.

         (b) Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

         Section 2.13. Securities Denominated in Dollars. Except as otherwise
specified pursuant to Section 2.03 for Debt Securities of any series, payment of
the principal of, and premium, if any, and interest on, Debt Securities of such
series will be made in Dollars.

         Section 2.14. Wire Transfers. Notwithstanding any other provision to
the contrary in this Indenture, the Partnership may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on, the Debt Securities (whether pursuant to
optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer in immediately available funds to an account designated by the
Trustee before 11:00 a.m., New York City time, on the date such moneys are to be
paid to the Holders of the Debt Securities in accordance with the terms hereof.

         Section 2.15. Securities Issuable in the Form of a Global Security.

         (a) If the Partnership shall establish pursuant to Sections 2.01 and
2.03 that the Debt Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Partnership
shall execute and the Trustee or its agent shall, in accordance with Section
2.05, authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Partnership shall specify in an Officers' Certificate,



                                       16
<PAGE>

shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, shall be delivered by the Trustee or its agent to the
Depositary or pursuant to the Depositary's instruction and shall bear a legend
substantially to the following effect:

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

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN,"

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

         (b) Notwithstanding any other provision of this Section 2.15 or of
Section 2.07 to the contrary, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Debt Securities in
registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary or a nominee of such
successor for such Global Security selected or approved by the Partnership, or
to a nominee of such successor Depositary.

         (c) (i) If at any time the Depositary for a Global Security or
         Securities notifies the Partnership that it is unwilling or unable to
         continue as Depositary for such Global Security or Securities or if at
         any time the Depositary for the Debt Securities for such series shall
         no longer be eligible or in good standing under the Exchange Act or
         other applicable statute, rule or regulation, the Partnership shall
         appoint a successor Depositary with respect to such Global Security or
         Securities. If a successor Depositary for such Global Security or
         Securities is not appointed by the Partnership within 90 days after the
         Partnership receives such notice or becomes aware of such
         ineligibility, the Partnership shall execute, and the Trustee or its
         agent, upon receipt of a Partnership Order for the authentication and
         delivery of such individual Debt Securities of such series in exchange
         for such Global Security, will authenticate and deliver, individual
         Debt Securities of such



                                       17

<PAGE>
         series of like tenor and terms in definitive form in an aggregate
         principal amount equal to the principal amount of the Global Security
         in exchange for such Global Security or Securities.

         (ii) The Partnership may at any time and in its sole discretion
         determine that the Debt Securities of any series or portion thereof
         issued or issuable in the form of one or more Global Securities shall
         no longer be represented by such Global Security or Securities. In such
         event the Partnership will execute, and the Trustee, upon receipt of a
         Partnership Order for the authentication and delivery of individual
         Debt Securities of such series in exchange in whole or in part for such
         Global Security, will authenticate and deliver individual Debt
         Securities of such series of like tenor and terms in definitive form in
         an aggregate principal amount equal to the principal amount of such
         series or portion thereof in exchange for such Global Security or
         Securities.

         (iii) If specified by the Partnership pursuant to Sections 2.01 and
         2.03 with respect to Debt Securities issued or issuable in the form of
         a Global Security, the Depositary for such Global Security may
         surrender such Global Security in exchange in whole or in part for
         individual Debt Securities of such series of like tenor and terms in
         definitive form on such terms as are acceptable to the Partnership, the
         Trustee and such Depositary. Thereupon the Partnership shall execute,
         and the Trustee or its agent upon receipt of a Partnership Order for
         the authentication and delivery of definitive Debt Securities of such
         series shall authenticate and deliver, without service charge, to each
         Person specified by such Depositary a new Debt Security or Securities
         of the same series of like tenor and terms and of any authorized
         denomination as requested by such Person in aggregate principal amount
         equal to and in exchange for such Person's beneficial interest in the
         Global Security; and to such Depositary a new Global Security of like
         tenor and terms and in an authorized denomination equal to the
         difference, if any, between the principal amount of the surrendered
         Global Security and the aggregate principal amount of Debt Securities
         delivered to Holders thereof.

         (iv) In any exchange provided for in any of the preceding three
         paragraphs, the Partnership will execute and the Trustee or its agent
         will authenticate and deliver individual Debt Securities. Upon the
         exchange of the entire principal amount of a Global Security for
         individual Debt Securities, such Global Security shall be canceled by
         the Trustee or its agent. Except as provided in the preceding
         paragraph, Debt Securities issued in exchange for a Global Security
         pursuant to this Section 2.15 shall be registered in such names and in
         such authorized denominations as the Depositary for such Global
         Security, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee or the Registrar.
         The Trustee or the Registrar shall deliver such Debt Securities to the
         Persons in whose names such Debt Securities are so registered.

         (v) Payments in respect of the principal of and interest on any Debt
         Securities registered in the name of the Depositary or its nominee will
         be payable to the Depositary or such nominee in its capacity as the
         registered owner of such Global Security. The Partnership and the
         Trustee may treat the Person in whose name the Debt Securities,
         including the Global Security, are registered as the owner thereof for
         the purpose of receiving such payments and for any and all other
         purposes whatsoever. None of the



                                       18

<PAGE>

         Partnership, the Trustee, any Registrar, the paying agent or any agent
         of the Partnership or the Trustee will have any responsibility or
         liability for any aspect of the records relating to or payments made on
         account of the beneficial ownership interests of the Global Security by
         the Depositary or its nominee or any of the Depositary's direct or
         indirect participants, or for maintaining, supervising or reviewing any
         records of the Depositary, its nominee or any of its direct or indirect
         participants relating to the beneficial ownership interests of the
         Global Security, the payments to the beneficial owners of the Global
         Security of amounts paid to the Depositary or its nominee, or any other
         matter relating to the actions and practices of the Depositary, its
         nominee or any of its direct or indirect participants. None of the
         Partnership, the Trustee or any such agent will be liable for any delay
         by the Depositary, its nominee, or any of its direct or indirect
         participants in identifying the beneficial owners of the Debt
         Securities, and the Partnership and the Trustee may conclusively rely
         on, and will be protected in relying on, instructions from the
         Depositary or its nominee for all purposes (including with respect to
         the registration and delivery, and the respective principal amounts, of
         the Debt Securities to be issued).

         Section 2.16. Medium Term Securities. Notwithstanding any contrary
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Partnership to deliver to
the Trustee an Officers' Certificate, resolutions of the Board of Directors,
supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Partnership to
the Trustee to authenticate Debt Securities of such series upon original
issuance shall constitute a representation and warranty by the Partnership that,
as of the date of such request, the statements made in the Officers' Certificate
delivered pursuant to Section 2.05 or 13.05 shall be true and correct as if made
on such date and that the Opinion of Counsel delivered at or prior to such time
of authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

         A Partnership Order delivered by the Partnership to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order (any such
telephonic instructions to be promptly confirmed in writing by such Person) and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental Indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
Indenture or such resolution.

         Section 2.17. Defaulted Interest. Any interest on any Debt Security of
a particular series which is payable, but is not punctually paid or duly
provided for, on the dates and in the manner provided in the Debt Securities of
such series and in this Indenture (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder thereof on the relevant



                                       19
<PAGE>

record date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Partnership, at its election in each case, as provided in
clause (i) or (ii) below:

                  (i) The Partnership may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Debt Securities of such
         series are registered at the close of business on a special record date
         for the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Partnership shall notify the Trustee in writing
         of the amount of Defaulted Interest proposed to be paid on each such
         Debt Security of such series and the date of the proposed payment, and
         at the same time the Partnership shall deposit with the Trustee an
         amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment. The Trustee shall promptly notify
         the Partnership of such special record date and, in the name and at the
         expense of the Partnership, shall cause notice of the proposed payment
         of such Defaulted Interest and the special record date therefor to be
         mailed, first class postage pre-paid, to each Holder thereof at its
         address as it appears in the Debt Security Register, not less than 10
         days prior to such special record date. Notice of the proposed payment
         of such Defaulted Interest and the special record date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Debt Securities of such series are registered at the
         close of business on such special record date.

                  (ii) The Partnership may make payment of any Defaulted
         Interest on the Debt Securities of such series in any other lawful
         manner not inconsistent with the requirements of any securities
         exchange on which the Debt Securities of such series may be listed, and
         upon such notice as may be required by such exchange, if, after notice
         given by the Partnership to the Trustee of the proposed payment
         pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

         Section 2.18. CUSIP Numbers. The Partnership in issuing the Debt
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the accuracy of such numbers either as printed on the Debt Securities or
as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Partnership will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers.



                                       20
<PAGE>

                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

         Section 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Debt Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

         Section 3.02. Notice of Redemption; Selection of Debt Securities. In
case the Partnership shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series in accordance with
their terms, by resolution of the Board of Directors or a supplemental
Indenture, the Partnership shall fix a date for redemption and shall give notice
of such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Debt Securities of such series so to be
redeemed as a whole or in part, in the manner provided in Section 13.03. The
notice if given in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security of such series.

         Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which Debt Securities of such series are to
be redeemed (or the method of calculating such redemption price), the Place or
Places of Payment that payment will be made upon presentation and surrender of
such Debt Securities, that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, that the redemption is for a sinking
fund payment (if applicable), that, unless otherwise specified in such notice,
that, if the Partnership defaults in making such redemption payment, the paying
agent is prohibited from making such payment pursuant to the terms of this
Indenture, that on and after said date any interest thereon or on the portions
thereof to be redeemed will cease to accrue, that in the case of Original Issue
Discount Securities original issue discount accrued after the date fixed for
redemption will cease to accrue, the terms of the Debt Securities of that series
pursuant to which the Debt Securities of that series are being redeemed and that
no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Debt Securities of that series.
If less than all the Debt Securities of a series are to be redeemed the notice
of redemption shall specify the CUSIP numbers of the Debt Securities of that
series to be redeemed. In case any Debt Security of a series is to be redeemed
in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Debt Security, a new Debt Security or
Debt Securities of that series in principal amount equal to the unredeemed
portion thereof, will be issued.

         At least 45 days but not more than 60 days before the redemption date
unless the Trustee consents to a shorter period, the Partnership shall give
written notice to the Trustee of the redemption date, the principal amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Partnership to
the effect that such redemption will comply with the conditions herein. If fewer
than all the Debt Securities of a series are to be redeemed, the record date
relating to such redemption shall be



                                       21
<PAGE>

selected by the Partnership and given in writing to the Trustee, which record
date shall be not less than 15 days after the date of notice to the Trustee.

         By 11 a.m., New York City time, on the redemption date for any Debt
Securities, the Partnership shall deposit with the Trustee or with a paying
agent (or, if the Partnership is acting as its own paying agent, segregate and
hold in trust) an amount of money in Dollars (except as provided pursuant to
Section 2.03) sufficient to pay the redemption price of such Debt Securities or
any portions thereof that are to be redeemed on that date.

         If less than all the Debt Securities of like tenor and terms of a
series are to be redeemed (other than pursuant to mandatory sinking fund
redemptions) the Trustee shall select, on a pro rata basis, by lot or by such
other method as in its sole discretion it shall deem appropriate and fair, the
Debt Securities of that series or portions thereof (in multiples of $1,000) to
be redeemed. In any case where more than one Debt Security of such series is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one Debt
Security of such series. The Trustee shall promptly notify the Partnership in
writing of the Debt Securities selected for redemption and, in the case of any
Debt Securities selected for partial redemption, the principal amount thereof to
be redeemed. If any Debt Security called for redemption shall not be so paid
upon surrender thereof on such redemption date, the principal, premium, if any,
and interest shall bear interest until paid from the redemption date at the rate
borne by the Debt Securities of that series. If less than all the Debt
Securities of unlike tenor and terms of a series are to be redeemed, the
particular Debt Securities to be redeemed shall be selected by the Partnership.
Provisions of this Indenture that apply to Debt Securities called for redemption
also apply to portions of Debt Securities called for redemption.

         Section 3.03. Payment of Debt Securities Called for Redemption. If
notice of redemption has been given as provided in Section 3.03, the Debt
Securities or portions of Debt Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption
price, together with any interest accrued to the date fixed for redemption, and
on and after said date (unless the Partnership shall default in the payment of
such Debt Securities at the applicable redemption price, together with any
interest accrued to said date) any interest on the Debt Securities or portions
of Debt Securities of any series so called for redemption shall cease to accrue,
any original issue discount in the case of Original Issue Discount Securities
shall cease to accrue. On presentation and surrender of such Debt Securities at
the Place or Places of Payment in said notice specified, the said Debt
Securities or the specified portions thereof shall be paid and redeemed by the
Partnership at the applicable redemption price, together with any interest
accrued thereon to the date fixed for redemption.

         Any Debt Security that is to be redeemed only in part shall be
surrendered at the corporate trust office or such other office or agency of the
Partnership as is specified pursuant to Section 2.03 with, if the Partnership,
the Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Partnership, the Registrar
and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing, and the Partnership shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series,



                                       22
<PAGE>

of like tenor and form, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Debt Security so surrendered; except that if a
Global Security is so surrendered, the Partnership shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered. In the case of a Debt Security providing appropriate
space for such notation, at the option of the Holder thereof, the Trustee, in
lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make
a notation on such Debt Security of the payment of the redeemed portion thereof.

         Section 3.04. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as a "mandatory sinking fund payment," and any payment in
excess of such minimum amount provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an "optional sinking fund payment."

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Partnership may at
its option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Partnership or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Partnership pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

         Section 3.05. Redemption of Debt Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, any resolution or supplemental Indenture,
the portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Debt Securities of that series pursuant to this Section 3.05 (which Debt
Securities, if not previously redeemed, will accompany such certificate) and
whether the Partnership intends to exercise its right to make any permitted
optional sinking fund payment with respect to such series. Such certificate
shall also state that no Event of Default has occurred and is continuing with
respect to such series. Such certificate shall be irrevocable and upon its
delivery the Partnership shall be obligated to make the cash payment or payments
therein referred to, if any, by 11 a.m., New York City time, on the next
succeeding sinking fund payment date. Failure of the Partnership to deliver such
certificate (or to deliver the Debt Securities specified in this paragraph)
shall not constitute a Default, but such failure shall require that the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Debt Securities subject to a mandatory sinking



                                       23
<PAGE>

fund payment without the option to deliver or credit Debt Securities as provided
in this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Partnership shall
so request) with respect to the Debt Securities of any particular series shall
be applied by the Trustee on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the Redemption Price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or redemption of particular Debt
Securities shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.

         The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Partnership shall cause notice of the redemption thereof to
be given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

         At least one business day before each sinking fund payment date, the
Partnership shall pay to the Trustee (or, if the Partnership is acting as its
own paying agent, the Partnership shall segregate and hold in trust) in cash a
sum equal to any interest accrued to the date fixed for redemption of Debt
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 3.05.

         The Trustee shall not redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Event of Default or



                                       24
<PAGE>

Default shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next sinking fund payment date for such Debt
Securities on which such moneys may be applied pursuant to the provisions of
this Section 3.05.

                                   ARTICLE IV
                     PARTICULAR COVENANTS OF THE PARTNERSHIP

         Section 4.01. Payment of Principal of, and Premium, If Any, and
Interest on, Debt Securities. The Partnership, for the benefit of each series of
Debt Securities, will duly and punctually pay or cause to be paid the principal
of, and premium, if any, and interest on, each of the Debt Securities at the
place, at the respective times and in the manner provided herein, in the Debt
Securities. Each installment of interest on the Debt Securities may at the
Partnership's option be paid by mailing checks for such interest payable to the
Person entitled thereto pursuant to Section 2.07(a) to the address of such
Person as it appears on the Debt Security Register.

         Principal, premium and interest of Debt Securities of any series shall
be considered paid on the date due if, by 11 a.m., New York City time, on such
date the Trustee or any paying agent holds in accordance with this Indenture
money sufficient to pay in Dollars all principal, premium and interest then due.

         The Partnership shall pay interest on overdue principal at the rate
specified therefor in the Debt Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

         Section 4.02. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities. The Partnership will maintain
in each Place of Payment for any series of Debt Securities an office or agency
where Debt Securities of such series may be presented or surrendered for
payment, and it shall also maintain (in or outside such Place of Payment) an
office or agency where Debt Securities of such series may be surrendered for
transfer or exchange and where notices and demands to or upon the Partnership in
respect of the Debt Securities of such series and this Indenture may be served.
The Partnership will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the
Partnership shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the office of the
Trustee where its corporate trust business is principally administered in the
United States, and the Partnership hereby appoints the Trustee as its agent to
receive all presentations, surrenders, notices and demands.

         The Partnership may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Partnership of its obligations described in the preceding
paragraph. The Partnership will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.



                                       25
<PAGE>

         Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee.
The Partnership, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
that there shall at all times be a Trustee hereunder with respect to each series
of Debt Securities.

         Section 4.04. Duties of Paying Agents, etc. The Partnership shall cause
each paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04,

                  (i) that it will hold all sums held by it as such agent for
         the payment of the principal of, and premium, if any, or interest on,
         the Debt Securities of any series (whether such sums have been paid to
         it by the Partnership or by any other obligor on the Debt Securities of
         such series) in trust for the benefit of the Holders of the Debt
         Securities of such series;

                  (ii) that it will give the Trustee notice of any failure by
         the Partnership (or by any other obligor on the Debt Securities of such
         series) to make any payment of the principal of, and premium, if any,
         or interest on, the Debt Securities of such series when the same shall
         be due and payable; and

                  (iii) that it will at any time during the continuance of an
         Event of Default, upon the written request of the Trustee, forthwith
         pay to the Trustee all sums so held by it as such agent.

         (b) If the Partnership shall act as its own paying agent, it will, on
or before each due date of the principal of, and premium, if any, or interest
on, the Debt Securities of any series, set aside, segregate and hold in trust
for the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Partnership will promptly notify the Trustee of any failure by the
Partnership to take such action or the failure by any other obligor on such Debt
Securities to make any payment of the principal of, and premium, if any, or
interest on, such Debt Securities when the same shall be due and payable.

         (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Partnership may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Partnership or such paying agent.

         (d) Whenever the Partnership shall have one or more paying agents with
respect to any series of Debt Securities, it will, prior to each due date of the
principal of, and premium, if any, or interest on, any Debt Securities of such
series, deposit with any such paying agent a sum sufficient to pay the
principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless any such paying agent
is the Trustee) the Partnership will promptly notify the Trustee of its action
or failure so to act.

         (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.



                                       26
<PAGE>

         Section 4.05. SEC Reports; Financial Statements.

         (a) The Partnership shall, so long as any of the Debt Securities are
outstanding, file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Partnership is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Partnership
is not subject to the requirements of such Section 13 or 15(d), the Partnership
shall file with the Trustee, within 15 days after it would have been required to
file the same with the SEC, financial statements, including any notes thereto
(and with respect to annual reports, an auditors' report by a firm of
established national reputation), and a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," both comparable to that which
the Partnership would have been required to include in such annual reports,
information, documents or other reports if the Partnership had been subject to
the requirements of such Section 13 or 15(d). The Partnership shall also comply
with the provisions of TIA Section 314(a).

         (b) If the Partnership is required to furnish annual or quarterly
reports to its stockholders pursuant to the Exchange Act, the Partnership shall,
so long as any of the Debt Securities are outstanding, cause any annual report
furnished to its stockholders generally and any quarterly or other financial
reports furnished by it to its stockholders generally to be filed with the
Trustee and mailed to the Holders in the manner and to the extent provided in
Section 5.03.

         (c) The Partnership shall provide the Trustee with a sufficient number
of copies of all reports and other documents and information that the Trustee
may be required to deliver to Holders under this Section.

         Section 4.06. Compliance Certificate.

         (a) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Partnership, an Officers' Certificate stating that a review
of the activities of the Partnership and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers of the
Partnership with a view to determining whether the Partnership has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Partnership has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Partnership, is taking or
proposes to take with respect thereto) and that to the best of his knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of, or premium, if any, or interest, if any, on the
Debt Securities are prohibited or, if such event has occurred, a description of
the event and what action the Partnership is taking or proposes to take with
respect thereto.



                                       27
<PAGE>

         (b) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee within 30 days after the occurrence of any
Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default, the status thereof and what action
the Partnership is taking or proposes to take with respect thereto.

         Section 4.07. Further Instruments and Acts. The Partnership will, upon
request of the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture.

         Section 4.08. Existence. Except as permitted by Article X hereof, the
Partnership shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and all rights (charter and
statutory) and franchises of the Partnership, provided that the Partnership
shall not be required to preserve any such right or franchise, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Partnership.

         Section 4.09. Maintenance of Properties. The Partnership shall cause
all properties owned by the Partnership or any of its Subsidiaries or used or
held for use in the conduct of its business or the business of any such
Subsidiary to be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Partnership
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided that nothing in
this Section shall prevent the Partnership from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Partnership, desirable in the conduct of its business or the business of
any such Subsidiary and not disadvantageous in any material respect to the
Holders.

         Section 4.10. Payment of Taxes and Other Claims. The Partnership shall
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Partnership or any of its Subsidiaries or upon the income,
profits or property of the Partnership or any of its Subsidiaries, and (ii) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a Lien upon the property of the Partnership or any of its Subsidiaries;
provided that the Partnership shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         Section 4.11. Waiver of Certain Covenants. The Partnership and the
Subsidiary Guarantors may, with respect to the Debt Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in this Article IV (except Sections 4.01 through 4.08) if, before or
after the time for such compliance, the Holders of at least a majority in
principal amount of the Outstanding Debt Securities of each series affected,
waive such compliance in such instance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Partnership and the



                                       28
<PAGE>

Subsidiary Guarantors and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                    ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

         Section 5.01. Partnership to Furnish Trustee Information as to Names
and Addresses of Holders; Preservation of Information. The Partnership covenants
and agrees that it will furnish or cause to be furnished to the Trustee with
respect to the Debt Securities of each series:

         (a) not more than 10 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and

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

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

         The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

         Section 5.02. Communications to Holders. Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their
rights under this Indenture or the Debt Securities. The Partnership, the
Trustee, the Registrar and anyone else shall have the protection of Section
312(c) of the TIA.

         Section 5.03. Reports by Trustee. Within 60 days after each January 31,
beginning with the first January 31 following the date of this Indenture, and in
any event on or before April 1 in each year, the Trustee shall mail to Holders a
brief report dated as of such January 31 that complies with TIA Section 313(a);
provided, however, that if no event described in TIA Section 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted. The Trustee also shall comply with TIA Section 313(b).

         Reports pursuant to this Section 5.03 shall be transmitted by mail:

         (a) to all Holders, as the names and addresses of such Holders appear
in the Debt Security Register; and



                                       29
<PAGE>

         (b) except in the cases of reports under Section 313(b)(2) of the TIA,
to each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.

         A copy of each report at the time of its mailing to Holders shall be
filed with the Securities and Exchange Commission and each stock exchange (if
any) on which the Debt Securities of any series are listed. The Partnership
agrees to notify promptly the Trustee whenever the Debt Securities of any series
become listed on any stock exchange and of any delisting thereof.

         Section 5.04. Record Dates for Action by Holders. If the Partnership
shall solicit from the holders of Debt Securities of any series any action
(including the making of any demand or request, the giving of any direction,
notice, consent or waiver or the taking of any other action), the Partnership
may, at its option, by resolution of the Board of Directors, fix in advance a
record date for the determination of Holders of Debt Securities entitled to take
such action, but the Partnership shall have no obligation to do so. Any such
record date shall be fixed at the Partnership's discretion. If such a record
date is fixed, such action may be sought or given before or after the record
date, but only the Holders of Debt Securities of record at the close of business
on such record date shall be deemed to be Holders of Debt Securities for the
purpose of determining whether Holders of the requisite proportion of Debt
Securities of such series Outstanding have authorized or agreed or consented to
such action, and for that purpose the Debt Securities of such series Outstanding
shall be computed as of such record date.

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

         Section 6.01. Events of Default. If any one or more of the following
shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an "Event of Default"):

         (a) default in the payment of any installment of interest upon any Debt
Securities of that series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

         (b) default in the payment of the principal of or premium, if any, on
any Debt Securities of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required
repurchase or otherwise; or

         (c) default in the payment of any sinking fund payment with respect to
any Debt Securities of that series as and when the same shall become due and
payable; or

         (d) failure on the part of the Partnership, or if any series of Debt
Securities Outstanding under this Indenture is entitled to the benefits of a
Guarantee, any of the Subsidiary Guarantors, duly to observe or perform any
other of the covenants or agreements on the part of the Partnership, or if
applicable, any of the Subsidiary Guarantors, in the Debt Securities of that
series, in any resolution of the Board of Directors authorizing the issuance of
that series of Debt Securities, in this Indenture with respect to such series or
in any supplemental Indenture with respect to such series (other than a covenant
a default in the performance of which is elsewhere



                                       30
<PAGE>

in this Section specifically dealt with), continuing for a period of 60 days
after the date on which written notice specifying such failure and requiring the
Partnership, or if applicable, the Subsidiary Guarantor, to remedy the same
shall have been given, by registered or certified mail, to the Partnership, or
if applicable, the Subsidiary Guarantor, by the Trustee or to the Partnership,
or if applicable, the Subsidiary Guarantor, and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Debt Securities of that series at
the time Outstanding; or

         (e) the Partnership, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, pursuant to or within the meaning of any Bankruptcy Law,

                  (i) commences a voluntary case,

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

                  (iii) consents to the appointment of a Custodian of it or for
         all or substantially all of its property; or

         makes a general assignment for the benefit of its creditors;

         (f) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                  (i) is for relief against the Partnership, or if any series of
         Debt Securities Outstanding under this Indenture is entitled to the
         benefits of a Guarantee, any of the Subsidiary Guarantors, as debtor in
         an involuntary case,

                  (ii) appoints a Custodian of the Partnership, or if any series
         of Debt Securities Outstanding under this Indenture is entitled to the
         benefits of a Guarantee, any of the Subsidiary Guarantors, or a
         Custodian for all or substantially all of the property of the
         Partnership, or if applicable, any of the Subsidiary Guarantors, or

                  (iii) orders the liquidation of the Partnership, or if any
         series of Debt Securities Outstanding under this Indenture is entitled
         to the benefits of a Guarantee, any of the Subsidiary Guarantors,

and the order or decree remains unstayed and in effect for 60 days;

         (g) if any series of Debt Securities Outstanding under this Indenture
is entitled to the benefits of a Guarantee, the Guarantee of any of the
Subsidiary Guarantors ceases to be in full force and effect with respect to Debt
Securities of that series (except as otherwise provided in this Indenture) or is
declared null and void in a judicial proceeding or the Subsidiary Guarantors
deny or disaffirm their obligations under the Indenture or such Guarantee; or

         (h) any other Event of Default provided with respect to Debt Securities
of that series;



                                       31
<PAGE>

then and in each and every case that an Event of Default described in clause
(a), (b), (c), (d), (g), or (h) with respect to Debt Securities of that series
at the time Outstanding occurs and is continuing, unless the principal of,
premium, if any, and interest on all the Debt Securities of that series shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Debt Securities of that
series then Outstanding hereunder, by notice in writing to the Partnership (and
to the Trustee if given by Holders), may declare the principal of (or, if the
Debt Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that
series), premium, if any, and interest on all the Debt Securities of that series
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in this Indenture or
in the Debt Securities of that series contained to the contrary notwithstanding.
If an Event of Default described in clause (e) or (f) occurs, then and in each
and every such case, unless the principal of and interest on all the Debt
Securities shall have become due and payable, the principal of (or, if any Debt
Securities are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms thereto), premium, if any, and
interest on all the Debt Securities then Outstanding hereunder shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders, anything in this Indenture or in the
Debt Securities contained to the contrary notwithstanding.

         The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may waive all
past Defaults (except with respect to the nonpayment of principal, premium, if
any, or interest) and rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction already rendered and if all existing Events of Default
have been cured or waived except nonpayment of principal, premium, if any, or
interest that has become due solely because of acceleration. Upon any such
rescission, the parties hereto shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken.

         Section 6.02. Collection of Debt by Trustee, etc. If an Event of
Default occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and unpaid
or enforce the performance of any provision of the Debt Securities of the
affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Subsidiary Guarantors or the Partnership or any other
obligor upon the Debt Securities of such series (and collect in the manner
provided by law out of the property of the Subsidiary Guarantors or the
Partnership or any other obligor upon the Debt Securities of such series
wherever situated the moneys adjudged or decreed to be payable).

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Subsidiary Guarantors or the Partnership or any other
obligor upon the Debt Securities of any series under Title 11 of the United
States Code or any other Federal or State bankruptcy, insolvency or similar law,
or in case a receiver, trustee or other similar official shall have been
appointed for its property, or in case of any other similar judicial proceedings
relative to the Subsidiary Guarantors or the Partnership or any other obligor
upon the Debt Securities of any



                                       32
<PAGE>

series, its creditors or its property, the Trustee, irrespective of whether the
principal of Debt Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section
6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest (or, if the Debt Securities of such
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and
unpaid in respect of the Debt Securities of such series, and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the Trustee,
its agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith) and of the Holders thereof allowed in any such
judicial proceedings relative to the Subsidiary Guarantors or the Partnership,
or any other obligor upon the Debt Securities of such series, its creditors or
its property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of such Holders and of the Trustee on their behalf, and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of such Holders to make payments to the Trustee, and, in the
event that the Trustee shall consent to the making of payments directly to such
Holders, to pay to the Trustee such amount as shall be sufficient to cover
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other reasonable expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or bad faith.

         All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities of any series, may be enforced by the Trustee
without the possession of any such Debt Securities, or the production thereof in
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment (except for any
amounts payable to the Trustee pursuant to Section 7.06) shall be for the
ratable benefit of the Holders of all the Debt Securities in respect of which
such action was taken.

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         Section 6.03. Application of Moneys Collected by Trustee. Any moneys or
other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt Securities of any series shall be applied, in the order following, at the
date or dates fixed by the Trustee for the distribution of such moneys or other
property, upon presentation of the several Debt Securities of such series in
respect of which moneys or other property have been collected, and the notation
thereon of the payment, if only partially paid, and upon surrender thereof if
fully paid:

         FIRST: To the payment of all money due the Trustee pursuant to Section
7.06;



                                       33
<PAGE>

         SECOND: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall not have become due, to
the payment of interest on the Debt Securities of such series in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities of such
series, such payments to be made ratably to the Persons entitled thereto,
without discrimination or preference;

         THIRD: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Debt Securities of such series for principal and premium, if
any, and interest, with interest on the overdue principal and premium, if any,
and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate or Yield to Maturity (in the case
of Original Issue Discount Debt Securities) borne by the Debt Securities of such
series; and, in case such moneys shall be insufficient to pay in full the whole
amount so due and unpaid upon the Debt Securities of such series, then to the
payment of such principal and premium, if any, and interest, without preference
or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Debt Security of such series over any Debt
Security of such series, ratably to the aggregate of such principal and premium,
if any, and interest; and

         FOURTH: The remainder, if any, shall be paid to the Subsidiary
Guarantors or the Partnership, as applicable, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Partnership shall mail to each Holder and the Trustee a notice that states
the record date, the payment date and amount to be paid.

         Section 6.04. Limitation on Suits by Holders. No Holder of any Debt
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise, upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance thereof and unless the Holders of not less
than 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity or security as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the Holder of every Debt Security with every other Holder and the
Trustee, that no one or more Holders shall have any right in any



                                       34
<PAGE>

manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any Holders, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all such Holders. For the protection and
enforcement of the provisions of this Section 6.04, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

         Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Debt Security to receive payment of the principal of,
and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security, on or after the respective due dates expressed in such Debt Security,
and to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

         Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of
Rights Not a Waiver of Default. All powers and remedies given by this Article VI
to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any Default
occurring and continuing as aforesaid, shall impair any such right or power, or
shall be construed to be a waiver of any such Default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders.

         Section 6.06. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default. The Holders of a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Debt Securities
of such series; provided, however, that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture, and that
subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken, or if the
Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unjustly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;
and provided, further, however, that nothing in this Indenture contained shall
impair the right of the Trustee to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all the Debt Securities of that series waive any past Default or
Event of Default and its consequences for that series specified in the terms
thereof as contemplated by Section 2.03, except a Default in the payment of the
principal of, and premium, if any, or interest on, any of the Debt Securities
and a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected thereby. In case of any such
waiver, such Default shall cease to exist, any Event of Default arising



                                       35
<PAGE>

therefrom shall be deemed to have been cured for every purpose of this
Indenture, and the Subsidiary Guarantors, the Partnership, the Trustee and the
Holders of the Debt Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

         Section 6.07. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days
after the occurrence of a Default known to it, or if later, within 30 days after
the Trustee obtains actual knowledge of the Default, with respect to a series of
Debt Securities give to the Holders thereof, in the manner provided in Section
13.03, notice of all Defaults with respect to such series known to the Trustee,
unless such Defaults shall have been cured or waived before the giving of such
notice; provided, that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of
such series or in the making of any sinking fund payment with respect to the
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a committee of directors or responsible officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
thereof.

         Section 6.08. Requirement of an Undertaking To Pay Costs in Certain
Suits under the Indenture or Against the Trustee. All parties to this Indenture
agree, and each Holder of any Debt Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit in the manner and to the extent provided in the TIA, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 6.08 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 25 percent in principal amount of the
Outstanding Debt Securities of that series or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, or premium, if
any, or interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

         Section 7.01. Certain Duties and Responsibilities. The Trustee, prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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



                                       36
<PAGE>

         (a) this paragraph shall not be construed to limit the effect of the
first paragraph of this Section 7.01;

         (b) prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing or waiving of all Events of
Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
         Debt Securities of any series shall be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable
         except for the performance of such duties and obligations with respect
         to such series as are specifically set forth in this Indenture, and no
         implied covenants or obligations with respect to such series shall be
         read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture; but in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture; but the Trustee shall examine the
         evidence furnished to it pursuant to Sections 4.05 and 4.06 to
         determine whether or not such evidence conforms to the requirement of
         this Indenture;

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

                  (iv) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it with respect to Debt
         Securities of any series in good faith in accordance with the direction
         of the Holders of not less than a majority in aggregate principal
         amount of the Outstanding Debt Securities of that series relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture with respect to Debt Securities
         of such series.

         None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

         Section 7.02. Certain Rights of Trustee. Except as otherwise provided
in Section 7.01:



                                       37
<PAGE>

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

         (b) any request, direction, order or demand of the Partnership
mentioned herein shall be sufficiently evidenced by a Partnership Order (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Partnership;

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

         (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders of Debt Securities of any series pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby;

         (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (f) prior to the occurrence of an Event of Default and after the curing
of all Events of Default which may have occurred, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, approval or other paper or document, unless requested in writing
to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such investigation shall be paid by the Partnership or, if paid by the Trustee,
shall be repaid by the Partnership upon demand;

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

         (h) if any property other than cash shall at any time be subject to a
Lien in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of



                                       38
<PAGE>

competent jurisdiction or by the supplemental instrument subjecting such
property to such lien, shall be entitled to make advances for the purpose of
preserving such property or of discharging tax Liens or other prior Liens or
encumbrances thereon.

         Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities. The recitals contained herein, in the Debt Securities (except the
Trustee's certificate of authentication) shall be taken as the statements of the
Partnership, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debt Securities of any series, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Debt Securities and perform its obligations
hereunder, and that the statements made by it or to be made by it in a Statement
of Eligibility and Qualification on Form T-1 supplied to the Partnership are
true and accurate. The Trustee shall not be accountable for the use or
application by the Partnership of any of the Debt Securities or of the proceeds
thereof.

         Section 7.04. Trustee, Paying Agent or Registrar May Own Debt
Securities. The Trustee or any paying agent or Registrar, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and
subject to the provisions of the TIA relating to conflicts of interest and
preferential claims may otherwise deal with the Partnership with the same rights
it would have if it were not Trustee, paying agent or Registrar.

         Section 7.05. Moneys Received by Trustee to Be Held in Trust. Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder. So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time to the Partnership upon a Partnership Order.

         Section 7.06. Compensation and Reimbursement. The Partnership covenants
and agrees to pay in Dollars to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided herein, the Partnership will pay or reimburse in Dollars the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ), including without limitation, Section 6.02, except any
such expense, disbursement or advances as may arise from its negligence or bad
faith. The Partnership also covenants to indemnify in Dollars the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee, arising
out of or in connection with the acceptance or administration of this trust or
trusts hereunder, including the reasonable costs and expenses of defending
itself against any claim of liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligations of the
Partnership under this Section 7.06 to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional Debt hereunder and shall



                                       39
<PAGE>

survive the satisfaction and discharge of this Indenture. The Partnership and
the Holders agree that such additional Debt shall be secured by a Lien prior to
that of the Debt Securities upon all property and funds held or collected by the
Trustee, as such, except funds held in trust for the payment of principal of,
and premium, if any, or interest on, particular Debt Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.

         Section 7.07. Right of Trustee to Rely on an Officers' Certificate
Where No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

         Section 7.08. Separate Trustee; Replacement of Trustee. The Partnership
may, but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Partnership. The Holders of
a majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Partnership shall remove the
Trustee if:

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

         (b) the Trustee is adjudged bankrupt or insolvent;

         (c) a receiver or other public officer takes charge of the Trustee or
its property; or

         (d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Partnership or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Partnership shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Partnership. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to



                                       40
<PAGE>

Holders of Debt Securities of each applicable series. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.06.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.

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

         Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Partnership's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

         In the case of the appointment hereunder of a separate or successor
trustee with respect to the Debt Securities of one or more series, the
Partnership, any retiring Trustee and each successor or separate Trustee with
respect to the Debt Securities of any applicable series shall execute and
deliver an Indenture supplemental hereto (i) which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of any retiring Trustee with respect to the Debt
Securities of any series as to which any such retiring Trustee is not retiring
shall continue to be vested in such retiring Trustee and (ii) that shall add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental Indenture shall constitute such Trustees co-trustees of the same
trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.

         Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

         In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have.

         Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and



                                       41
<PAGE>

surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. No obligor upon the Debt Securities of a particular series
or Person directly or indirectly controlling, controlled by or under common
control with such obligor shall serve as Trustee upon the Debt Securities of
such series. The Trustee shall comply with Section 310(b) of the TIA; provided,
however, that there shall be excluded from the operation of Section 310(b)(1) of
the TIA this Indenture or any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Partnership are outstanding if the requirements for such exclusion set forth
in Section 310(b)(1) of the TIA are met.

         Section 7.11. Preferential Collection of Claims Against Partnership.
The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

         Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Debt Securities, whether acting as Trustee, Security Registrar,
paying agent or otherwise with respect to the Debt Securities.

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

         Section 8.01. Evidence of Action by Holders. Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, by the record of the Holders voting in favor thereof at any meeting of
Holders duly called and held in accordance with the provisions of Section 5.02
or by a combination of such instrument or instruments and any such record of
such a meeting of Holders.

         Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.11, proof of
the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debt Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

         Section 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due
presentment for registration of transfer of any Debt Security, the Partnership,
the Trustee, any paying agent and any Registrar may deem and treat the Person in
whose name any Debt Security



                                       42
<PAGE>

shall be registered upon the books of the Partnership as the absolute owner of
such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Debt Security and for all
other purposes, and neither the Partnership nor the Trustee nor any paying agent
nor any Registrar shall be affected by any notice to the contrary; and all such
payments so made to any such Holder for the time being, or upon his order, shall
be valid and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Debt Security.

         None of the Partnership, the Trustee, any paying agent or the Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

         Section 8.04. Instruments Executed by Holders Bind Future Holders. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid any such action taken
by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities. Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Partnership, the Trustee and the Holders of all
the Debt Securities of such series.

         The Partnership may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Debt Securities entitled to give
their consent or take any other action required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Debt
Securities at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Debt Securities after such record date. No such
consent shall be valid or effective for more than 120 days after such record
date unless the consent of the Holders of the percentage in aggregate principal
amount of the Debt Securities of such series specified in this Indenture shall
have been received within such 120-day period.



                                       43
<PAGE>

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         Section 9.01. Purposes for Which Supplemental Indenture May Be Entered
into Without Consent of Holders. The Partnership and the Subsidiary Guarantors,
when authorized by resolutions of the Board of Directors, and the Trustee may
from time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

         (a) to evidence the succession pursuant to Article X of another Person
to the Partnership, or successive successions, and the assumption by the
Successor Partnership (as defined in Section 10.01) of the covenants, agreements
and obligations of the Partnership in this Indenture and in the Debt Securities;

         (b) to surrender any right or power herein conferred upon the
Partnership or the Subsidiary Guarantors, to add to the covenants of the
Partnership or the Subsidiary Guarantors such further covenants, restrictions,
conditions or provisions for the protection of the Holders of all or any series
of Debt Securities (and if such covenants are to be for the benefit of less than
all series of Debt Securities, stating that such covenants are expressly being
included solely for the benefit of such series) as the Board of Directors shall
consider to be for the protection of the Holders of such Debt Securities, and to
make the occurrence, or the occurrence and continuance, of a Default in any of
such additional covenants, restrictions, conditions or provisions a Default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
Indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;

         (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

         (d) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any Indenture supplemental hereto under the
TIA as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any Indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the TIA;

         (e) to add to or change any of the provisions of this Indenture to
change or eliminate any restrictions on the payment of principal of, or premium,
if any, on, Debt Securities; provided, that any such action shall not adversely
affect the interests of the Holders of Debt Securities of



                                       44
<PAGE>

any series in any material respect or permit or facilitate the issuance of Debt
Securities of any series in uncertificated form;

         (f) to comply with Article XIV;

         (g) to add Subsidiary Guarantors with respect to any or all of the Debt
Securities or to secure any or all of the Debt Securities;

         (h) to make any change that does not adversely affect the rights of any
Holder;

         (i) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination not otherwise permitted
under this Section 9.01 shall neither apply to any Debt Security of any series
created prior to the execution of such supplemental Indenture and entitled to
the benefit of such provision nor modify the rights of the Holder of any such
Debt Security with respect to such provision or shall become effective only when
there is no such Debt Security Outstanding;

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

         (k) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03.

         The Trustee is hereby authorized to join with the Partnership and the
Subsidiary Guarantors in the execution of any such supplemental Indenture, to
make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to enter into
any such supplemental Indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

         Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Partnership, the Subsidiary Guarantors and the
Trustee without the consent of the Holders of any of the Debt Securities at the
time Outstanding, notwithstanding any of the provisions of Section 9.02.

         Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt
Securities), the Partnership and the Subsidiary Guarantors, when authorized by
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an Indenture or Indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
Indenture



                                       45
<PAGE>

or of modifying in any manner the rights of the Holders of the Debt Securities
of such series; provided, that no such supplemental Indenture, without the
consent of the Holders of each Debt Security so affected, shall: reduce the
percentage in principal amount of Debt Securities of any series whose Holders
must consent to an amendment; reduce the rate of or extend the time for payment
of interest on any Debt Security; reduce the principal of or extend the Stated
Maturity of any Debt Security; reduce the premium payable upon the redemption of
any Debt Security or change the time at which any Debt Security may or shall be
redeemed in accordance with Article III; make any Debt Security payable in
currency other than the Dollar; impair the right of any Holder to receive
payment of premium, if any, principal of and interest on such Holder's Debt
Securities on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder's Debt Securities;
release any security that may have been granted in respect of the Debt
Securities; make any change in Section 6.06 or this Section 9.02; or, except as
provided in Section 14.04, release the Subsidiary Guarantors or modify the
Guarantee in any manner adverse to the Holders.

         A supplemental Indenture which changes or eliminates any covenant or
other provision of this Indenture which has been expressly included solely for
the benefit of one or more particular series of Debt Securities or which
modifies the rights of the Holders of Debt Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Debt Securities of any other
series.

         Upon the request of the Partnership and the Subsidiary Guarantors,
accompanied by a copy of resolutions of the Board of Directors authorizing the
execution of any such supplemental Indenture, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Partnership in the execution of such supplemental Indenture unless
such supplemental Indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
Indenture.

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

         After an amendment under this Section 9.02 becomes effective, the
Partnership shall mail to Holders of Debt Securities of each series affected
thereby a notice briefly describing such amendment. The failure to give such
notice to all such Holders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section 9.02.

         Section 9.03. Effect of Supplemental Indentures. Upon the execution of
any supplemental Indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Partnership, the
Subsidiary Guarantors and the Holders shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental Indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.



                                       46
<PAGE>

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

         Section 9.04. Debt Securities May Bear Notation of Changes by
Supplemental Indentures. Debt Securities of any series authenticated and
delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental Indenture. New Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental Indenture may
be prepared and executed by the Partnership, authenticated by the Trustee and
delivered in exchange for the Debt Securities of such series then Outstanding.
Failure to make the appropriate notation or to issue a new Debt Security of such
series shall not affect the validity of such amendment.

                                    ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         Section 10.01. Consolidations and Mergers of the Partnership. The
Partnership shall not consolidate or amalgamate with or merge with or into any
Person, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of
its partnership agreement, and (2) unless: (a) either (i) the Partnership shall
be the continuing Person in the case of a merger or (ii) the resulting,
surviving or transferee Person if other than the Partnership (the "Successor
Partnership"), shall be a partnership, limited liability company or corporation
organized and existing under the laws of the United States, any State thereof or
the District of Columbia and the Successor Partnership shall expressly assume,
by an Indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Partnership under
this Indenture and the Debt Securities according to their tenor; (b) immediately
after giving effect to such transaction (and treating any Debt which becomes an
obligation of the Successor Partnership or any Subsidiary of the Successor
Partnership as a result of such transaction as having been incurred by the
Successor Partnership or such Subsidiary at the time of such transaction), no
Default or Event of Default would occur or be continuing; (c) if the Partnership
is not the continuing Person, then each Subsidiary Guarantor, unless it has
become the Successor Partnership, shall confirm that its Guarantee shall
continue to apply to the obligations under the Debt Securities and this
Indenture; and (d) the Partnership shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or disposition and such supplemental Indenture (if any)
comply with this Indenture.

         Section 10.02. Rights and Duties of Successor Partnership. In case of
any consolidation, amalgamation or merger, or disposition of all or
substantially all of the assets of the Partnership in accordance with Section
10.01, the Successor Partnership shall succeed to and be substituted for the
Partnership with the same effect as if it had been named herein as the
respective party to this Indenture, and the predecessor entity shall be released
from all liabilities and obligations under the Indenture and the Debt
Securities, except that no such release will occur in the case of a lease of all
or substantially all of its assets. The Successor Partnership



                                       47
<PAGE>

thereupon may cause to be signed, and may issue either in its own name or in the
name of the Partnership, any or all the Debt Securities issuable hereunder which
theretofore shall not have been signed by the Partnership and delivered to the
Trustee; and, upon the order of the Successor Partnership, instead of the
Partnership, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt
Securities which previously shall have been signed and delivered by the officers
of the Partnership to the Trustee for authentication, and any Debt Securities
which the Successor Partnership thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Debt Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Debt Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all such Debt Securities had been issued at
the date of the execution hereof.

         In case of any such consolidation, amalgamation, merger, sale or
disposition such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.

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

         Section 11.01. Applicability of Article. The provisions of this Article
XI relating to defeasance of Debt Securities shall be applicable to each series
of Debt Securities except as otherwise specified pursuant to Section 2.03 for
Debt Securities of such series.

         Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.

         (a) If at any time the Partnership shall have delivered to the Trustee
for cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Partnership as provided in
Section 11.05) or all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Partnership shall deposit with the
Trustee as trust funds the entire amount in cash sufficient to pay at maturity
or upon redemption all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due on such date of maturity or redemption date, as
the case may be, and if in either case the Partnership shall also pay or cause
to be paid all other sums payable hereunder by the Partnership, then this
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of such Debt Securities herein expressly
provided for) with respect to the Debt Securities of such series, and the
Trustee, on demand of the Partnership accompanied by an Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Partnership, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture.



                                       48
<PAGE>

         (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Partnership at
any time may terminate, with respect to Debt Securities of a particular series,
all its obligations under the Debt Securities of such series and this Indenture
with respect to the Debt Securities of such series ("legal defeasance option")
or the operation of Sections 6.01(d), (g) and (h) and, as they relate to the
Subsidiary Guarantors only, Sections 6.01(e) and (f) ("covenant defeasance
option"). If the Partnership exercises its legal defeasance option, the
Guarantee will terminate with respect to that series of Debt Securities. The
Partnership may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

         If the Partnership exercises its legal defeasance option, payment of
the Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except
to the extent covenants or agreements referenced in such Sections remain
applicable).

         Upon satisfaction of the conditions set forth herein and upon request
of the Partnership, the Trustee shall acknowledge in writing the discharge of
those obligations that the Partnership terminates.

         (c) Notwithstanding clauses (a) and (b) above, the Partnership's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06
and 11.07 shall survive until the Debt Securities of the defeased series have
been paid in full. Thereafter, the Partnership's obligations in Sections 7.06,
11.05 and 11.06 shall survive.

         Section 11.03. Conditions of Defeasance. The Partnership may exercise
its legal defeasance option or its covenant defeasance option with respect to
Debt Securities of a particular series only if:

         (a) the Partnership irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of principal of, and
premium, if any, and interest on, the Debt Securities of such series to maturity
or redemption, as the case may be;

         (b) the Partnership delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment on
the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium and interest when due on all the Debt
Securities of such series to maturity or redemption, as the case may be;

         (c) 91 days pass after the deposit is made and during the 91-day period
no Default specified in Section 6.01(e) or (f) with respect to the Partnership
occurs which is continuing at the end of the period;

         (d) no Default has occurred and is continuing on the date of such
deposit and after giving effect thereto;



                                       49
<PAGE>

         (e) the deposit does not constitute a default under any other agreement
binding on the Partnership;

         (f) the Partnership delivers to the Trustee an Opinion of Counsel to
the effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

         (g) in the event of the legal defeasance option, the Partnership shall
have delivered to the Trustee an Opinion of Counsel stating that the Partnership
has received from the Internal Revenue Service a ruling, or since the date of
this Indenture there has been a change in the applicable Federal income tax law,
in either case of the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of Debt Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred;

         (h) in the event of the covenant defeasance option, the Partnership
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred; and

         (i) the Partnership delivers to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Debt Securities of such series as contemplated
by this Article XI have been complied with.

         Before or after a deposit, the Partnership may make arrangements
satisfactory to the Trustee for the redemption of Debt Securities of such series
at a future date in accordance with Article III.

         Section 11.04. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article XI. It shall apply the deposited money and the money from U.S.
Government Obligations through any paying agent and in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on,
the Debt Securities of the defeased series.

         Section 11.05. Repayment to Partnership. The Trustee and any paying
agent shall promptly turn over to the Partnership upon request any excess money
or securities held by them at any time.

         Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Partnership upon request any money held by them
for the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the
Partnership for payment as general creditors.

         Section 11.06. Indemnity for U.S. Government Obligations. The
Partnership shall pay and shall indemnify the Trustee and the Holders against
any tax, fee or other charge imposed



                                       50
<PAGE>

on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

         Section 11.07. Reinstatement. If the Trustee or any paying agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Partnership's obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XI until
such time as the Trustee or any paying agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article XI.

                                   ARTICLE XII
                                   [RESERVED]

         This Article XII has been intentionally omitted.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         Section 13.01. Successors and Assigns of Partnership Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Partnership, the Subsidiary
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.

         Section 13.02. Acts of Board, Committee or Officer of Successor
Partnership Valid. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Partnership or the Subsidiary Guarantors shall and may be done
and performed with like force and effect by the like board, committee or officer
of any Successor Partnership.

         Section 13.03. Required Notices or Demands. Any notice or communication
by the Partnership, the Subsidiary Guarantors or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by registered or
certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

         If to the Partnership or the Subsidiary Guarantors:

         Williams Energy Partners L.P.
         Williams GP Inc.
         Williams OLP, L.P.
         Williams Acquisition (DE) LLC
         Williams NGL, LLC
         Williams Pipelines Holdings, L.P.
         Williams Terminals Holdings, L.P.
         Williams Ammonia Pipeline, L.P.
         Williams Fractionation Holdings, L.P.



                                       51
<PAGE>

         Attention: Chief Financial Officer
         Telecopy No. 918-573-3005

         If to the Trustee:

         [                    ]
          --------------------

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

         All notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

         Any notice required or permitted to a Holder by the Partnership, the
Subsidiary Guarantors or the Trustee pursuant to the provisions of this
Indenture shall be deemed to be properly mailed by being deposited postage
prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Debt Security Register. Any
report pursuant to Section 313 of the TIA shall be transmitted in compliance
with subsection (c) therein.

         Notwithstanding the foregoing, any notice to Holders of Floating Rate
Debt Securities regarding the determination of a periodic rate of interest, if
such notice is required pursuant to Section 2.03, shall be sufficiently given if
given in the manner specified pursuant to Section 2.03.

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

         In the event it shall be impracticable to give notice by publication,
then such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.

         Failure to mail a notice or communication to a Holder or any defect in
it or any defect in any notice by publication as to a Holder shall not affect
the sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

         Section 13.04. Indenture and Debt Securities to Be Construed in
Accordance with the Laws of the State of New York. THIS INDENTURE, EACH DEBT
SECURITY AND THE GUARANTEE SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID
STATE.



                                       52
<PAGE>

         Section 13.05. Officers' Certificate and Opinion of Counsel to Be
Furnished upon Application or Demand by the Partnership. Upon any application or
demand by the Partnership to the Trustee to take any action under any of the
provisions of this Indenture, the Partnership shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the Person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         Section 13.06. Payments Due on Legal Holidays. In any case where the
date of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day
at any Place of Payment for the Debt Securities of such series, then payment of
interest or principal and premium, if any, or the making of such sinking fund
payment need not be made on such date at such Place of Payment, but may be made
on the next succeeding business day at such Place of Payment with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date. If a record date is
not a business day, the record date shall not be affected.

         Section 13.07. Provisions Required by TIA to Control. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included in
this Indenture by any of Sections 310 to 318, inclusive, of the TIA, such
required provision shall control.

         Section 13.08. Computation of Interest on Debt Securities. Interest, if
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.

         Section 13.09. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and any paying agent may make reasonable rules for their functions.

         Section 13.10. No Recourse Against Others. The General Partner and its
directors, officers, employees, incorporators and stockholders, as such, shall
have no liability for any obligations of the Subsidiary Guarantors or the
Partnership under the Debt Securities, the Indenture or the Guarantee or for any
claim based on, in respect of, or by reason of, such



                                       53
<PAGE>

obligations or their creation. By accepting a Debt Security, each Holder shall
waive and release all such liability. The waiver and release shall be part of
the consideration for the issue of the Debt Securities.

         Section 13.11. Severability. In case any provision in this Indenture or
the Debt Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         Section 13.12. Effect of Headings. The article and section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

         Section 13.13. Indenture May Be Executed in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

                                   ARTICLE XIV
                                    GUARANTEE

         Section 14.01. Unconditional Guarantee.

         (a) Notwithstanding any provision of this Article XIV to the contrary,
the provisions of this Article XIV shall be applicable only to, and inure solely
to the benefit of, the Debt Securities of any series designated, pursuant to
Section 2.03, as entitled to the benefits of the Guarantee of each of the
Subsidiary Guarantors.

         (b) For value received, each of the Subsidiary Guarantors hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Debt Securities and all other amounts due and payable
under this Indenture and the Debt Securities by the Partnership, when and as
such principal, premium, if any, and interest shall become due and payable,
whether at the stated maturity or by declaration of acceleration, call for
redemption or otherwise, according to the terms of the Debt Securities and this
Indenture, subject to the limitations set forth in Section 14.03.

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



                                       54
<PAGE>

principal of, or premium, if any, or interest on the Debt Securities, whether at
the stated maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 6.04, by the Holders, on the terms and conditions
set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce the Guarantee without first proceeding against the Partnership or any
other Subsidiary Guarantor.

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

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



                                       55
<PAGE>

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

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

         Section 14.02. Execution and Delivery of Guarantee. To further evidence
the Guarantee set forth in Section 14.01, each of the Subsidiary Guarantors
hereby agrees that a notation relating to such Guarantee, substantially in the
form attached hereto as Annex A, shall be endorsed on each Debt Security
entitled to the benefits of the Guarantee authenticated and delivered by the
Trustee and executed by either manual or facsimile signature of an officer of
such Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a
limited partnership, an officer of the general partner of each Subsidiary
Guarantor. Each of the Subsidiary Guarantors hereby agrees that the Guarantee
set forth in Section 14.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Debt Security a notation relating to the
Guarantee. If any officer of the Subsidiary Guarantor, or in the case of a
Subsidiary Guarantor that is a limited partnership, any officer of the general
partner of the Subsidiary Guarantor, whose signature is on this Indenture or a
Debt Security no longer holds that office at the time the Trustee authenticates
such Debt Security or at any time thereafter, the Guarantee of such Debt
Security shall be valid nevertheless. The delivery of any Debt Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantors.

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

         Section 14.03. Limitation on Subsidiary Guarantors' Liability. Each
Subsidiary Guarantor and by its acceptance hereof each Holder of a Debt Security
entitled to the benefits of the Guarantee hereby confirms that it is the
intention of all such parties that the guarantee by such Subsidiary Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for
purposes of any Federal or state law. To effectuate the foregoing intention, the
Holders of a Debt Security entitled to the benefits of the Guarantee and the
Subsidiary Guarantors hereby irrevocably agree that the obligations of each
Subsidiary Guarantor under its Guarantee shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Subsidiary Guarantor and to any collections from or payments made by or on
behalf of any other Subsidiary Guarantor in respect of the obligations of such
other Subsidiary Guarantor under its Guarantee, result in the obligations of
such Subsidiary



                                       56
<PAGE>

Guarantor under the Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under Federal or state law.

         Section 14.04. Release of Subsidiary Guarantors from Guarantee.

         (a) Notwithstanding any other provisions of this Indenture, the
Guarantee of any Subsidiary Guarantor may be released upon the terms and subject
to the conditions set forth in this Section 14.04. Provided that no Default
shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article XIV 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 limited partnership or other equity interests in such Subsidiary
Guarantor (provided such sale, exchange or transfer is not prohibited by this
Indenture) or (B) the merger of such Subsidiary Guarantor into the Partnership
or any other Subsidiary Guarantor or the liquidation and dissolution of such
Subsidiary Guarantor (in each case to the extent not prohibited by this
Indenture) or (ii) following delivery of a written notice of such release or
discharge by the Partnership to the Trustee, upon the release or discharge of
all guarantees by such Subsidiary Guarantor of any Debt of the Partnership other
than obligations arising under this Indenture and any Debt Securities issued
hereunder, except a discharge or release by or as a result of payment under such
guarantees.

         (b) The Trustee shall deliver an appropriate instrument evidencing any
release of a Subsidiary Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel the Subsidiary Guarantor is entitled to such release in
accordance with the provisions of this Indenture. Any Subsidiary Guarantor not
so released remains liable for the full amount of principal of (and premium, if
any, on) and interest on the Debt Securities entitled to the benefits of such
Guarantee as provided in this Indenture, subject to the limitations of Section
14.03.

         Section 14.05. Subsidiary Guarantor Contribution. In order to provide
for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors shall agree, inter se, that in the event any payment or
distribution is made by any Subsidiary Guarantor (a "Funding Guarantor") under
its Guarantee, such Funding Guarantor shall be entitled to a contribution from
each other Subsidiary Guarantor (if any) in a pro rata amount based on the net
assets of each Subsidiary Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Partnership's obligations with respect to the Debt Securities or any other
Subsidiary Guarantor's obligations with respect to its Guarantee.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



                                       57
<PAGE>

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

                                       WILLIAMS ENERGY PARTNERS L.P.

                                       By:  WILLIAMS GP LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       WILLIAMS GP INC.


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS OLP, L.P.

                                       By:  WILLIAMS GP INC.,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       WILLIAMS ACQUISITION (DE) LLC


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       58
<PAGE>

                                       WILLIAMS TERMINALS HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS PIPELINES HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer

                                       WILLIAMS AMMONIA PIPELINE, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS NGL, LLC

                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       59
<PAGE>

                                       WILLIAMS FRACTIONATION HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       [                    ], as Trustee
                                        --------------------


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



                                       60
<PAGE>

                                                                         ANNEX A

                              NOTATION OF GUARANTEE

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

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


                                       WILLIAMS GP INC.


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS OLP, L.P.

                                       By:  WILLIAMS GP INC.,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       WILLIAMS ACQUISITION (DE) LLC


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                      A-1
<PAGE>

                                       WILLIAMS TERMINALS HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS PIPELINES HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer

                                       WILLIAMS AMMONIA PIPELINE, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS NGL, LLC

                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                      A-2
<PAGE>

                                       WILLIAMS FRACTIONATION HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       [                    ], as Trustee
                                        --------------------


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



                                      A-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>h94693ex4-3.txt
<DESCRIPTION>FORM OF SUBORDINATED INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.3
                        [FORM OF SUBORDINATED INDENTURE]

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


                          WILLIAMS ENERGY PARTNERS L.P.

                                   AS ISSUER,



                                WILLIAMS GP INC.

                               WILLIAMS OLP, L.P.

                          WILLIAMS ACQUISITION (DE) LLC

                               WILLIAMS NGL, LLC

                        WILLIAMS PIPELINES HOLDINGS, L.P.

                        WILLIAMS TERMINALS HOLDINGS, L.P.

                         WILLIAMS AMMONIA PIPELINE, L.P.

                                       AND

                      WILLIAMS FRACTIONATION HOLDINGS, L.P.

                            AS SUBSIDIARY GUARANTORS,


                                       AND

                             [____________________],
                         A NATIONAL BANKING ASSOCIATION

                                   AS TRUSTEE


                                    INDENTURE


                            DATED AS OF ____________


                                 DEBT SECURITIES

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



<PAGE>

                              CROSS-REFERENCE TABLE

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

N.A. means Not Applicable

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



                                        i
<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>                   <C>                                                                                      <C>
                                                     ARTICLE I
                                     DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                                    ARTICLE II
                                                 DEBT SECURITIES

   Section 2.01.      Forms Generally.............................................................................8
   Section 2.02.      Form of Trustee's Certificate of Authentication.............................................8
   Section 2.03.      Principal Amount; Issuable in Series........................................................9
   Section 2.04.      Execution of Debt Securities...............................................................11
   Section 2.05.      Authentication and Delivery of Debt Securities.............................................12
   Section 2.06.      Denomination of Debt Securities............................................................13
   Section 2.07.      Registration of Transfer and Exchange......................................................13
   Section 2.08.      Temporary Debt Securities..................................................................15
   Section 2.09.      Mutilated, Destroyed, Lost or Stolen Debt Securities.......................................15
   Section 2.10.      Cancellation of Surrendered Debt Securities................................................16
   Section 2.11.      Provisions of the Indenture and Debt Securities for the Sole Benefit of the
                      Parties and the Holders....................................................................16
   Section 2.12.      Payment of Interest; Interest Rights Preserved.............................................16
   Section 2.13.      Securities Denominated in Dollars..........................................................17
   Section 2.14.      Wire Transfers.............................................................................17
   Section 2.15.      Securities Issuable in the Form of a Global Security.......................................17
   Section 2.16.      Medium Term Securities.....................................................................20
   Section 2.17.      Defaulted Interest.........................................................................20
   Section 2.18.      CUSIP Numbers..............................................................................21

                                                    ARTICLE III
                                           REDEMPTION OF DEBT SECURITIES

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

                                                     ARTICLE IV
                                      PARTICULAR COVENANTS OF THE PARTNERSHIP

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



                                       ii
<PAGE>

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

                                                     ARTICLE V
                                     HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

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

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

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

                                                    ARTICLE VII
                                               CONCERNING THE TRUSTEE

   Section 7.01.      Certain Duties and Responsibilities........................................................37
   Section 7.02.      Certain Rights of Trustee..................................................................38
   Section 7.03.      Trustee Not Liable for Recitals in Indenture or in Debt Securities.........................39
   Section 7.04.      Trustee, Paying Agent or Registrar May Own Debt Securities.................................40
   Section 7.05.      Moneys Received by Trustee to Be Held in Trust.............................................40
   Section 7.06.      Compensation and Reimbursement.............................................................40
   Section 7.07.      Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence
                      Specifically Prescribed....................................................................41
   Section 7.08.      Separate Trustee; Replacement of Trustee...................................................41
</Table>



                                       iii
<PAGE>

<Table>
<S>                   <C>                                                                                      <C>
   Section 7.09.      Successor Trustee by Merger................................................................42
   Section 7.10.      Eligibility; Disqualification..............................................................42
   Section 7.11.      Preferential Collection of Claims Against Partnership......................................43
   Section 7.12.      Compliance with Tax Laws...................................................................43

                                                    ARTICLE VIII
                                               CONCERNING THE HOLDERS

   Section 8.01.      Evidence of Action by Holders..............................................................43
   Section 8.02.      Proof of Execution of Instruments and of Holding of Debt Securities........................43
   Section 8.03.      Who May Be Deemed Owner of Debt Securities.................................................43
   Section 8.04.      Instruments Executed by Holders Bind Future Holders........................................44

                                                     ARTICLE IX
                                              SUPPLEMENTAL INDENTURES

   Section 9.01.      Purposes for Which Supplemental Indenture May Be Entered into Without Consent of
                      Holders....................................................................................44
   Section 9.02.      Modification of Indenture with Consent of Holders of Debt Securities.......................46
   Section 9.03.      Effect of Supplemental Indentures..........................................................47
   Section 9.04.      Debt Securities May Bear Notation of Changes by Supplemental Indentures....................48

                                                     ARTICLE X
                                     CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   Section 10.01.     Consolidations and Mergers of the Partnership..............................................48
   Section 10.02.     Rights and Duties of Successor Partnership.................................................48

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

   Section 11.01.     Applicability of Article...................................................................49
   Section 11.02.     Satisfaction and Discharge of Indenture; Defeasance........................................49
   Section 11.03.     Conditions of Defeasance...................................................................50
   Section 11.04.     Application of Trust Money.................................................................51
   Section 11.05.     Repayment to Partnership...................................................................51
   Section 11.06.     Indemnity for U.S. Government Obligations..................................................52
   Section 11.07.     Reinstatement..............................................................................52

                                                    ARTICLE XII
                                   SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

   Section 12.01.     Applicability of Article; Agreement To Subordinate.........................................52
   Section 12.02.     Liquidation, Dissolution, Bankruptcy.......................................................52
   Section 12.03.     Default on Senior Indebtedness.............................................................53
   Section 12.04.     Acceleration of Payment of Debt Securities.................................................54
   Section 12.05.     When Distribution Must Be Paid Over........................................................54
   Section 12.06.     Subrogation................................................................................54
</Table>



                                       iv
<PAGE>

<Table>
<S>                   <C>                                                                                      <C>
   Section 12.07.     Relative Rights............................................................................54
   Section 12.08.     Subordination May Not Be Impaired by Partnership...........................................55
   Section 12.09.     Rights of Trustee and Paying Agent.........................................................55
   Section 12.10.     Distribution or Notice to Representative...................................................55
   Section 12.11.     Article XII Not to Prevent Defaults or Limit Right to Accelerate...........................55
   Section 12.12.     Trust Moneys Not Subordinated..............................................................55
   Section 12.13.     Trustee Entitled to Rely...................................................................55
   Section 12.14.     Trustee to Effectuate Subordination........................................................56
   Section 12.15.     Trustee Not Fiduciary for Holders of Senior Indebtedness...................................56
   Section 12.16.     Reliance by Holders of Senior Indebtedness on Subordination Provisions.....................56

                                                    ARTICLE XIII
                                              MISCELLANEOUS PROVISIONS

   Section 13.01.     Successors and Assigns of Partnership Bound by Indenture...................................56
   Section 13.02.     Acts of Board, Committee or Officer of Successor Partnership Valid.........................57
   Section 13.03.     Required Notices or Demands................................................................57
   Section 13.04.     Indenture and Debt Securities to Be Construed in Accordance with the Laws of the
                      State of New York..........................................................................58
   Section 13.05.     Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or
                      Demand by the Partnership..................................................................58
   Section 13.06.     Payments Due on Legal Holidays.............................................................58
   Section 13.07.     Provisions Required by TIA to Control......................................................59
   Section 13.08.     Computation of Interest on Debt Securities.................................................59
   Section 13.09.     Rules by Trustee, Paying Agent and Registrar...............................................59
   Section 13.10.     No Recourse Against Others.................................................................59
   Section 13.11.     Severability...............................................................................59
   Section 13.12.     Effect of Headings.........................................................................59
   Section 13.13.     Indenture May Be Executed in Counterparts..................................................59

                                                    ARTICLE XIV
                                                     GUARANTEE

   Section 14.01.     Unconditional Guarantee....................................................................59
   Section 14.02.     Execution and Delivery of Guarantee........................................................61
   Section 14.03.     Limitation on Subsidiary Guarantors' Liability.............................................62
   Section 14.04.     Release of Subsidiary Guarantors from Guarantee............................................62
   Section 14.05.     Subsidiary Guarantor Contribution..........................................................63
</Table>




Notation of Guarantee         Annex A



                                        v
<PAGE>

         THIS INDENTURE dated as of ___________ is among Williams Energy
Partners L.P., a Delaware limited partnership (the "Partnership"), Williams GP
Inc., a Delaware corporation ("GP Inc."), Williams OLP, L.P., a Delaware limited
partnership ("Williams OLP"), Williams Acquisition (DE) LLC, a Delaware limited
Liability company ("Acquisition LLC"), Williams NGL, LLC, a Delaware limited
liability company, ("WNGL LLC"), Williams Pipelines Holdings, L.P., a Delaware
limited partnership ("WPH LP"), Williams Terminals Holdings, L.P., a Delaware
limited partnership ("WTH LP"), Williams Ammonia Pipeline, L.P., a Delaware
limited partnership ("WAP LP"), Williams Fractionation Holdings, L.P. ("Holdings
LP" and together with GP Inc., Williams OLP, Acquisition LLC, WNGL LLC, WPH LP,
WTH LP and WAP LP, the "Subsidiary Guarantors"),and [____________________], a
_______________, as trustee (the "Trustee").

            RECITALS OF THE PARTNERSHIP AND THE SUBSIDIARY GUARANTORS

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

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

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



<PAGE>

terms "controlling" and "controlled" have meanings correlative to the foregoing.
The Trustee may request and may conclusively rely upon an Officers' Certificate
to determine whether any Person is an Affiliate of any specified Person.

         "Agent" means any Registrar or paying agent.

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

         "Board of Directors" means the Board of Directors of the General
Partner or any authorized committee of the Board of Directors of the General
Partner or any directors and/or officers of the General Partner to whom such
Board of Directors or such committee shall have duly delegated its authority to
act hereunder. If the Partnership shall change its form of entity to other than
a limited partnership, the references to the Board of Directors of the General
Partner shall mean the Board of Directors (or other comparable governing body)
of the Partnership.

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

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

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

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

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

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

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

         "Designated Senior Indebtedness" means (i) any Senior Indebtedness
which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $100 million and (ii) any other
Senior Indebtedness designated, as provided in Section 2.03, in respect of any
series of Debt Securities.

                                       2
<PAGE>

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

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

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

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

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

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

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

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

          "Indenture" means this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented and
shall include the form and



                                       3
<PAGE>

terms of particular series of Debt Securities as contemplated hereunder, whether
or not a supplemental Indenture is entered into with respect thereto.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of Houston, Texas, City of New York, New York or at a
Place of Payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

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

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

         "Officers' Certificate" means a certificate signed by two Officers of
the General Partner, one of whom must be the General Partner's chief executive
officer, chief financial officer or chief accounting officer (or if the
Partnership shall change its form of entity to other than a limited partnership,
by Persons, officers, members, agents and others holding positions comparable to
those of the foregoing nature, as applicable).

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

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

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

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

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

         (c)      Debt Securities of that series which have been paid pursuant
                  to Section 2.09 or in exchange for or in lieu of which other
                  Debt Securities have been authenticated and delivered pursuant
                  to this Indenture, other than any such Debt Securities in



                                       4
<PAGE>

                  respect of which there shall have been presented to the
                  Trustee proof satisfactory to it that such Debt Securities are
                  held by a bona fide purchaser in whose hands such Debt
                  Securities are valid obligations of the Partnership;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Partnership or any other obligor upon the Debt
Securities or any Affiliate of the Partnership or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
an officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Debt Securities and that the
pledgee is not the Partnership or any other obligor upon the Debt Securities or
an Affiliate of the Partnership or of such other obligor. In determining whether
the Holders of the requisite principal amount of Outstanding Debt Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Debt
Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

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

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

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

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

         "Representative" means the trustee, agent or representative (if any)
for an issue of Senior Debt.

         "SEC" means the Securities and Exchange Commission.



                                       5
<PAGE>

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

         "Senior Indebtedness," unless otherwise provided with respect to the
Debt Securities of a series as contemplated by Section 2.03, means (1) all Debt
of the Subsidiary Guarantors or the Partnership, whether currently outstanding
or hereafter issued, unless, by the terms of the instrument creating or
evidencing such Debt, it is provided that such Debt is not superior in right of
payment to the Debt Securities, in the case of the Partnership, or the
Guarantee, in the case of the Subsidiary Guarantors, or to other Debt which is
pari passu with or subordinated to the Debt Securities, in the case of the
Partnership, or the Guarantee, in the case of the Subsidiary Guarantors, and (2)
any modifications, refunding, deferrals, renewals, or extensions of any such
Debt or securities, notes or other evidence of Debt issued in exchange for such
Debt; provided that in no event shall "Senior Indebtedness" include (a) Debt
evidenced by the Debt Securities or any Guarantee, (b) Debt of any of the
Subsidiary Guarantors or the Partnership owed or owing to any Subsidiary of the
Partnership, (c) Debt of any of the Subsidiary Guarantors owed or owing to the
Partnership, (d) Debt to trade creditors, (e) any liability for taxes owed or
owing by the Subsidiary Guarantors or the Partnership or (f) Debt of any
Subsidiary Guarantor in the event there is no series of Debt Securities
Outstanding that is entitled to the benefits of a Guarantee.

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

         "Subsidiary" of any Person means:

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

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

         "Subsidiary Guarantors" means the Person or Persons named as the
"Subsidiary Guarantors" in the first paragraph of this instrument until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Subsidiary Guarantors" shall mean
such successor Person or Persons, and any other Subsidiary of the Partnership
who may execute this Indenture, or a supplement thereto, for the purpose of
providing a Guarantee of Debt Securities pursuant to this Indenture.



                                       6
<PAGE>

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
"77aaa-77bbbb), as in effect on the date of this Indenture as originally
executed and, to the extent required by law, as amended.

         "Trustee" initially means [____________________] and any other Person
or Persons appointed as such from time to time pursuant to Section 7.08, and,
subject to the provisions of Article VII, includes its or their successors and
assigns. If at any time there is more than one such Person, "Trustee" as used
with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of that series.

         "Trust Officer" means any officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "U.S. Government Obligations" means direct obligations of the United
States of America, obligations on which the payment of principal and interest is
fully guaranteed by the United States of America or obligations or guarantees
for the payment of which the full faith and credit of the United States of
America is pledged.

         "Yield to Maturity" means the yield to maturity, calculated at the time
of issuance of a series of Debt Securities, or, if applicable, at the most
recent redetermination of interest on such series and calculated in accordance
with accepted financial practice.

         Section 1.02. Other Definitions.

<Table>
<Caption>
         TERM                                                                       DEFINED IN SECTION
         ----                                                                       ------------------
<S>                                                                                 <C>
         "Debt Security Register".........................................          2.07
         "Defaulted Interest".............................................          2.17
         "Designated Currency"............................................          2.18
         "Determination Notice"...........................................          3.02
         "Event of Default"...............................................          6.01
         "Funding Guarantor"..............................................          14.05
         "Guarantee"......................................................          14.01
         "Place of Payment"...............................................          2.03
         "Registrar"......................................................          2.07
         "Subordinated Debt Securities"...................................          12.01
         "Successor Partnership"..........................................          10.01
</Table>

         Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

         Section 1.04. Rules of Construction. Unless the context otherwise
requires:



                                       7
<PAGE>

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

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

         (c) "or" is not exclusive;

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

         (e) provisions apply to successive events and transactions;

         (f) if the applicable series of Debt Securities are subordinated
pursuant to Article XII, unsecured Debt shall not be deemed to be subordinate or
junior to secured Debt merely by virtue of its nature as unsecured Debt; and

         (g) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

                                   ARTICLE II
                                 DEBT SECURITIES

         Section 2.01. Forms Generally. The Debt Securities of each series shall
be in substantially the form established without the approval of any Holder by
or pursuant to a resolution of the Board of Directors or in one or more
Indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the
Partnership may deem appropriate (and, if not contained in a supplemental
Indenture entered into in accordance with Article IX, as are not prohibited by
the provisions of this Indenture) or as may be required or appropriate to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange on which such series of Debt Securities may be listed, or to
conform to general usage, or as may, consistently herewith, be determined by the
officers executing such Debt Securities as evidenced by their execution of the
Debt Securities.

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

         Section 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Debt Securities authenticated by
the Trustee shall be in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



                                       8
<PAGE>

                                       [                    ],
                                        --------------------
                                       As Trustee


                                       By:
                                          --------------------------------------
                                                            Authorized Signature

         Section 2.03. Principal Amount; Issuable in Series. The aggregate
principal amount of Debt Securities which may be issued, executed,
authenticated, delivered and outstanding under this Indenture is unlimited.

         The Debt Securities may be issued in one or more series in fully
registered form. There shall be established, without the approval of any
Holders, in or pursuant to a resolution of the Board of Directors and set forth
in an Officers' Certificate, or established in one or more Indentures
supplemental hereto, prior to the issuance of Debt Securities of any series any
or all of the following:

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

         (b) any limit upon the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to this Article II);

         (c) the date or dates on which the principal and premium, if any, of
the Debt Securities of the series are payable;

         (d) the rate or rates (which may be fixed or variable) at which the
Debt Securities of the series shall bear interest, if any, or the method of
determining such rate or rates, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable, or
the method by which such date will be determined, in the case of Registered
Securities, the record dates for the determination of Holders thereof to whom
such interest is payable; and the basis upon which interest will be calculated
if other than that of a 360-day year of twelve thirty-day months;

         (e) the place or places, if any, in addition to or instead of the
corporate trust office of the Trustee, where the principal of, and premium, if
any, and interest on, Debt Securities of the series shall be payable ("Place of
Payment");

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

         (g) whether Debt Securities of the series are entitled to the benefits
of any Guarantee of any Subsidiary Guarantors pursuant to this Indenture;



                                       9
<PAGE>

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

         (i) the terms, if any, upon which the Debt Securities of the series may
be convertible into or exchanged for capital stock (which may be represented by
depositary shares), other Debt Securities or warrants for capital stock or Debt
or other securities of any kind of the Partnership or any other obligor and the
terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period and any other provision in addition to or in lieu of those
described herein;

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

         (k) if the amount of principal of or any premium or interest on Debt
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be determined;

         (l) if the principal amount payable at the Stated Maturity of Debt
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined);

         (m) any changes or additions to Article XI, including the addition of
additional covenants that may be subject to the covenant defeasance option
pursuant to Section 11.02(b);

         (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01 or
provable in bankruptcy pursuant to Section 6.02;

         (o) the terms, if any, of the transfer, mortgage, pledge or assignment
as security for the Debt Securities of the series of any properties, assets,
moneys, proceeds, securities or other collateral, including whether certain
provisions of the TIA are applicable and any corresponding changes to provisions
of this Indenture as currently in effect;

         (p) any addition to or change in the Events of Default with respect to
the Debt Securities of the series and any change in the right of the Trustee or
the Holders to declare the principal of, and premium and interest on, such Debt
Securities due and payable;

         (q) if the Debt Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Debt Securities in definitive registered form;
and the Depositary for such Global Security or Securities and the



                                       10
<PAGE>

form of any legend or legends to be borne by any such Global Security or
Securities in addition to or in lieu of the legend referred to in Section
2.15(a);

         (r) any trustees, authenticating or paying agents, transfer agents or
registrars;

         (s) the applicability of, and any addition to or change in the
covenants and definitions currently set forth in this Indenture or in the terms
currently set forth in Article X, including conditioning any merger, conveyance,
transfer or lease permitted by Article X upon the satisfaction of an Debt
coverage standard by the Partnership and Successor Partnership (as defined in
Article X);

         (t) the subordination, if any, of the Debt Securities of the series
pursuant to Article XII and any changes or additions to Article XII or
designation of any Designated Senior Indebtedness;

         (u) with regard to Debt Securities of the series that do not bear
interest, the dates for certain required reports to the Trustee; and

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

         All Debt Securities of any one series appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and as set
forth in such Officers' Certificate or in any such Indenture supplemental
hereto.

         Section 2.04. Execution of Debt Securities. The Debt Securities shall
be signed on behalf of the Partnership by the Chairman of the Board, the
President or a Vice President of the General Partner and, if the seal of the
General Partner is reproduced thereon, it shall be attested by its Secretary, an
Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon
the Debt Securities may be the manual or facsimile signatures of the present or
any future such authorized officers and may be imprinted or otherwise reproduced
on the Debt Securities. The seal of the General Partner, if any, may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Debt Securities.

         Only such Debt Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, signed manually
by the Trustee, shall be entitled to the benefits of this Indenture or be valid
or obligatory for any purpose. Such certificate by the Trustee upon any Debt
Security executed by the General Partner on behalf of the Partnership shall be
conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder.

         In case any officer of the General Partner who shall have signed any of
the Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Partnership, such Debt Securities nevertheless may be authenticated
and delivered or disposed of as though the Person who signed such Debt
Securities had not ceased to be such officer of the General Partner; and any
Debt Security may be signed on behalf of the General Partner by such Persons as,
at the



                                       11
<PAGE>

actual date of the execution of such Debt Security, shall be the proper officers
of the General Partner, although at the date of such Debt Security or of the
execution of this Indenture any such Person was not such officer.

         Section 2.05. Authentication and Delivery of Debt Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Partnership may deliver Debt Securities of any series executed by the
Partnership to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Debt Securities to or upon a Partnership Order. In
authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon:

         (a) a copy of any resolution or resolutions of the Board of Directors,
certified by the Secretary or Assistant Secretary of the Partnership,
authorizing the terms of issuance of any series of Debt Securities;

         (b) an executed supplemental Indenture, if any;

         (c) an Officers' Certificate; and

         (d) an Opinion of Counsel prepared in accordance with Section 13.05
which shall also state:

                  (i) that the form of such Debt Securities has been established
         by or pursuant to a resolution of the Board of Directors or by a
         supplemental Indenture as permitted by Section 2.01 in conformity with
         the provisions of this Indenture;

                  (ii) that the terms of such Debt Securities have been
         established by or pursuant to a resolution of the Board of Directors or
         by a supplemental Indenture as permitted by Section 2.03 in conformity
         with the provisions of this Indenture;

                  (iii) that such Debt Securities, when authenticated and
         delivered by the Trustee and issued by the Partnership in the manner
         and subject to any conditions specified in such Opinion of Counsel,
         will constitute valid and legally binding obligations of the
         Partnership, enforceable in accordance with their terms except as the
         enforceability thereof may be limited by bankruptcy, insolvency or
         similar laws affecting the enforcement of creditors' rights generally
         and rights of acceleration and the availability of equitable remedies
         may be limited by equitable principles of general applicability;

                  (iv) that the Partnership has the partnership power to issue
         such Debt Securities and has duly taken all necessary partnership
         action with respect to such issuance;

                  (v) that the issuance of such Debt Securities will not
         contravene the organizational documents of the Partnership or result in
         any material violation of any of the terms or provisions of any law or
         regulation or of any material indenture, mortgage or other agreement
         known to such counsel by which the Partnership is bound;



                                       12
<PAGE>

                  (vi) that authentication and delivery of such Debt Securities
         and the execution and delivery of any supplemental Indenture will not
         violate the terms of this Indenture; and

                  (vii) such other matters as the Trustee may reasonably
         request.

         Such Opinion of Counsel need express no opinion as to whether a court
in the United States would render a money judgment in a currency other than that
of the United States.

         The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 2.05 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith by its board of directors or trustees, executive committee or a
trust committee of directors, trustees or vice presidents (or any combination
thereof) shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Partnership to authenticate Debt Securities of any series. Unless limited
by the terms of such appointment, an authenticating agent may authenticate Debt
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.

         Unless otherwise provided in the form of Debt Security for any series,
each Debt Security shall be dated the date of its authentication.

         Section 2.06. Denomination of Debt Securities. Unless otherwise
provided in the form of Debt Security for any series, the Debt Securities of
each series shall be issuable only as fully registered Debt Securities in such
Dollar denominations as shall be specified or contemplated by Section 2.03. In
the absence of any such specification with respect to the Debt Securities of any
series, the Debt Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

         Section 2.07. Registration of Transfer and Exchange.

         (a) The Partnership shall keep or cause to be kept a register for each
series of Debt Securities issued hereunder (hereinafter collectively referred to
as the "Debt Security Register"), in which, subject to such reasonable
regulations as it may prescribe, the Partnership shall provide for the
registration of all Debt Securities and the transfer of Debt Securities as in
this Article II provided. At all reasonable times the Debt Security Register
shall be open for inspection by the Trustee. Subject to Section 2.15, upon due
presentment for registration of transfer of any Debt Security at any office or
agency to be maintained by the Partnership in accordance with the provisions of
Section 4.02, the Partnership shall execute and the Trustee shall authenticate
and deliver in the name of the transferee or transferees a new Debt Security or
Debt Securities of authorized denominations for a like aggregate principal
amount. In no event may Debt Securities be issued as, exchanged for, bearer
securities.



                                       13
<PAGE>

         Unless and until otherwise determined by the Partnership by resolution
of the Board of Directors, the register of the Partnership for the purpose of
registration, exchange or registration of transfer of the Debt Securities shall
be kept at the principal corporate trust office of the Trustee and, for this
purpose, the Trustee shall be designated "Registrar."

         Debt Securities of any series (other than a Global Security, except as
set forth below) may be exchanged for a like aggregate principal amount of Debt
Securities of the same series of other authorized denominations. Subject to
Section 2.15, Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Partnership as provided in Section 4.02, and
the Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Debt Security or Debt Securities which the Holder making
the exchange shall be entitled to receive.

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

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

         No service charge shall be made for any exchange or registration of
transfer of Debt Securities (except as provided by Section 2.09), but the
Partnership may require payment of a sum sufficient to cover any tax, fee,
assessment or other governmental charge that may be imposed in relation thereto,
other than those expressly provided in this Indenture to be made at the
Partnership's own expense or without expense or without charge to the Holders.

         The Partnership shall not be required (i) to issue, register the
transfer of or exchange any Debt Securities for a period of 15 days next
preceding any mailing of notice of redemption of Debt Securities of such series
or (ii) to register the transfer of or exchange any Debt Securities selected,
called or being called for redemption.

         Prior to the due presentation for registration of transfer of any Debt
Security, the Partnership, the Trustee, any paying agent or any Registrar may
deem and treat the Person in whose name a Debt Security is registered as the
absolute owner of such Debt Security for the purpose of receiving payment of
principal of, and premium, if any, and interest on, such Debt Security and for
all other purposes whatsoever, whether or not such Debt Security is overdue, and
none of the Partnership, the Subsidiary Guarantors, the Trustee, any paying
agent or Registrar shall be affected by notice to the contrary.

         None of the Partnership, the Subsidiary Guarantors, the Trustee, any
agent of the Trustee, any paying agent or any Registrar will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.



                                       14
<PAGE>

         Section 2.08. Temporary Debt Securities. Pending the preparation of
definitive Debt Securities of any series, the Partnership may execute and the
Trustee shall authenticate and deliver temporary Debt Securities (printed,
lithographed, photocopied, typewritten or otherwise produced) of any authorized
denomination, and substantially in the form of the definitive Debt Securities in
lieu of which they are issued, in registered form with such omissions,
insertions and variations as may be appropriate for temporary Debt Securities,
all as may be determined by the Partnership with the concurrence of the Trustee.
Temporary Debt Securities may contain such reference to any provisions of this
Indenture as may be appropriate. Every temporary Debt Security shall be executed
by the Partnership and be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the definitive
Debt Securities.

         If temporary Debt Securities of any series are issued, the Partnership
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Partnership at a Place
of Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of like tenor. Until so exchanged,
temporary Debt Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Debt Securities of such series.

         Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global
Security shall be endorsed by the Trustee to reflect the reduction of the
principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be
exchanged and endorsed.

         Section 2.09. Mutilated, Destroyed, Lost or Stolen Debt Securities. If
(a) any mutilated Debt Security is surrendered to the Trustee at its corporate
trust office or (b) the Partnership and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security, and there
is delivered to the Partnership and the Trustee such security or indemnity as
may be required by them to save each of them and any paying agent harmless, and
neither the Partnership nor the Trustee receives notice that such Debt Security
has been acquired by a bona fide purchaser, then the Partnership shall execute
and, upon a Partnership Order, the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Debt
Security, a new Debt Security of the same series of like tenor, form, terms and
principal amount, bearing a number not contemporaneously Outstanding. Upon the
issuance of any substituted Debt Security, the Partnership may require the
payment of a sum sufficient to cover any tax, fee, assessment or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt which has matured or is about to
mature or which has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Partnership may, instead of issuing a substituted
Debt Security,



                                       15
<PAGE>

pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security) if the applicant for such payment shall
furnish the Partnership and the Trustee with such security or indemnity as
either may require to save it harmless from all risk, however remote, and, in
case of destruction, loss or theft, evidence to the satisfaction of the
Partnership and the Trustee of the destruction, loss or theft of such Debt
Security and of the ownership thereof.

         Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is
destroyed, lost or stolen shall constitute an original additional contractual
obligation of the Partnership, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Debt
Securities of that series duly issued hereunder. All Debt Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debt Securities, and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         Section 2.10. Cancellation of Surrendered Debt Securities. All Debt
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to the Partnership or any paying agent or a
Registrar, be delivered to the Trustee for cancellation by it, or if surrendered
to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Indenture. All canceled Debt Securities held by the Trustee shall be destroyed
(subject to the record retention requirements of the Exchange Act) and
certification of their destruction delivered to the Partnership, unless
otherwise directed. On request of the Partnership, the Trustee shall deliver to
the Partnership canceled Debt Securities held by the Trustee. If the Partnership
shall acquire any of the Debt Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the Debt represented thereby unless
and until the same are delivered or surrendered to the Trustee for cancellation.
The Partnership may not issue new Debt Securities to replace Debt Securities it
has redeemed, paid or delivered to the Trustee for cancellation.

         Section 2.11. Provisions of the Indenture and Debt Securities for the
Sole Benefit of the Parties and the Holders. Nothing in this Indenture or in the
Debt, expressed or implied, shall give or be construed to give to any Person,
other than the parties hereto, the Holders or any Registrar or paying agent, any
legal or equitable right, remedy or claim under or in respect of this Indenture,
or under any covenant, condition or provision herein contained; all its
covenants, conditions and provisions being for the sole benefit of the parties
hereto, the Holders and any Registrar and paying agents.

         Section 2.12. Payment of Interest; Interest Rights Preserved.

         (a) Interest on any Debt Security that is payable and is punctually
paid or duly provided for on any interest payment date shall be paid to the
Person in whose name such Debt Security is registered at the close of business
on the regular record date for such interest notwithstanding the cancellation of
such Debt Security upon any transfer or exchange subsequent



                                       16
<PAGE>

to the regular record date. Payment of interest on Debt Securities shall be made
at the corporate trust office of the Trustee (except as otherwise specified
pursuant to Section 2.03), or at the option of the Partnership, by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Debt Security Register or, if provided pursuant to Section 2.03 and in
accordance with arrangements satisfactory to the Trustee, at the option of the
Holder by wire transfer to an account designated by the Holder.

         (b) Subject to the foregoing provisions of this Section 2.12 and
Section 2.17, each Debt Security of a particular series delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debt Security of the same series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

         Section 2.13. Securities Denominated in Dollars. Except as otherwise
specified pursuant to Section 2.03 for Debt Securities of any series, payment of
the principal of, and premium, if any, and interest on, Debt Securities of such
series will be made in Dollars.

         Section 2.14. Wire Transfers. Notwithstanding any other provision to
the contrary in this Indenture, the Partnership may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on, the Debt Securities (whether pursuant to
optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer in immediately available funds to an account designated by the
Trustee before 11:00 a.m., New York City time, on the date such moneys are to be
paid to the Holders of the Debt Securities in accordance with the terms hereof.

         Section 2.15. Securities Issuable in the Form of a Global Security.

         (a) If the Partnership shall establish pursuant to Sections 2.01 and
2.03 that the Debt Securities of a particular series are to be issued in whole
or in part in the form of one or more Global Securities, then the Partnership
shall execute and the Trustee or its agent shall, in accordance with Section
2.05, authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as
the Partnership shall specify in an Officers' Certificate, shall be registered
in the name of the Depositary for such Global Security or Securities or its
nominee, shall be delivered by the Trustee or its agent to the Depositary or
pursuant to the Depositary's instruction and shall bear a legend substantially
to the following effect:

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



                                       17
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO HEREIN",

or such other legend as may then be required by the Depositary for such Global
Security or Securities.

         (b) Notwithstanding any other provision of this Section 2.15 or of
Section 2.07 to the contrary, and subject to the provisions of paragraph (c)
below, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for definitive Debt Securities in
registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee
of the Depositary for such Global Security, or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary or a nominee of such
successor for such Global Security selected or approved by the Partnership, or
to a nominee of such successor Depositary.

         (c) (i) If at any time the Depositary for a Global Security or
         Securities notifies the Partnership that it is unwilling or unable to
         continue as Depositary for such Global Security or Securities or if at
         any time the Depositary for the Debt Securities for such series shall
         no longer be eligible or in good standing under the Exchange Act or
         other applicable statute, rule or regulation, the Partnership shall
         appoint a successor Depositary with respect to such Global Security or
         Securities. If a successor Depositary for such Global Security or
         Securities is not appointed by the Partnership within 90 days after the
         Partnership receives such notice or becomes aware of such
         ineligibility, the Partnership shall execute, and the Trustee or its
         agent, upon receipt of a Partnership Order for the authentication and
         delivery of such individual Debt Securities of such series in exchange
         for such Global Security, will authenticate and deliver, individual
         Debt Securities of such series of like tenor and terms in definitive
         form in an aggregate principal amount equal to the principal amount of
         the Global Security in exchange for such Global Security or Securities.

         (ii) The Partnership may at any time and in its sole discretion
         determine that the Debt Securities of any series or portion thereof
         issued or issuable in the form of one or more Global Securities shall
         no longer be represented by such Global Security or Securities. In such
         event the Partnership will execute, and the Trustee, upon receipt of a
         Partnership Order for the authentication and delivery of individual
         Debt Securities of such series in exchange in whole or in part for such
         Global Security, will authenticate and deliver individual Debt
         Securities of such series of like tenor and terms in definitive form in
         an aggregate principal amount equal to the principal amount of such
         series or portion thereof in exchange for such Global Security or
         Securities.



                                       18
<PAGE>

         (iii) If specified by the Partnership pursuant to Sections 2.01 and
         2.03 with respect to Debt Securities issued or issuable in the form of
         a Global Security, the Depositary for such Global Security may
         surrender such Global Security in exchange in whole or in part for
         individual Debt Securities of such series of like tenor and terms in
         definitive form on such terms as are acceptable to the Partnership, the
         Trustee and such Depositary. Thereupon the Partnership shall execute,
         and the Trustee or its agent upon receipt of a Partnership Order for
         the authentication and delivery of definitive Debt Securities of such
         series shall authenticate and deliver, without service charge, to each
         Person specified by such Depositary a new Debt Security or Securities
         of the same series of like tenor and terms and of any authorized
         denomination as requested by such Person in aggregate principal amount
         equal to and in exchange for such Person's beneficial interest in the
         Global Security; and to such Depositary a new Global Security of like
         tenor and terms and in an authorized denomination equal to the
         difference, if any, between the principal amount of the surrendered
         Global Security and the aggregate principal amount of Debt Securities
         delivered to Holders thereof.

         (iv) In any exchange provided for in any of the preceding three
         paragraphs, the Partnership will execute and the Trustee or its agent
         will authenticate and deliver individual Debt Securities. Upon the
         exchange of the entire principal amount of a Global Security for
         individual Debt Securities, such Global Security shall be canceled by
         the Trustee or its agent. Except as provided in the preceding
         paragraph, Debt Securities issued in exchange for a Global Security
         pursuant to this Section 2.15 shall be registered in such names and in
         such authorized denominations as the Depositary for such Global
         Security, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee or the Registrar.
         The Trustee or the Registrar shall deliver such Debt Securities to the
         Persons in whose names such Debt Securities are so registered.

         (v) Payments in respect of the principal of and interest on any Debt
         Securities registered in the name of the Depositary or its nominee will
         be payable to the Depositary or such nominee in its capacity as the
         registered owner of such Global Security. The Partnership and the
         Trustee may treat the Person in whose name the Debt Securities,
         including the Global Security, are registered as the owner thereof for
         the purpose of receiving such payments and for any and all other
         purposes whatsoever. None of the Partnership, the Trustee, any
         Registrar, the paying agent or any agent of the Partnership or the
         Trustee will have any responsibility or liability for any aspect of the
         records relating to or payments made on account of the beneficial
         ownership interests of the Global Security by the Depositary or its
         nominee or any of the Depositary's direct or indirect participants, or
         for maintaining, supervising or reviewing any records of the
         Depositary, its nominee or any of its direct or indirect participants
         relating to the beneficial ownership interests of the Global Security,
         the payments to the beneficial owners of the Global Security of amounts
         paid to the Depositary or its nominee, or any other matter relating to
         the actions and practices of the Depositary, its nominee or any of its
         direct or indirect participants. None of the Partnership, the Trustee
         or any such agent will be liable for any delay by the Depositary, its
         nominee, or any of its direct or indirect participants in identifying
         the beneficial owners of the Debt Securities, and the Partnership and
         the Trustee may conclusively rely on, and will be protected in relying
         on, instructions from the Depositary or its nominee for all purposes
         (including with respect to



                                       19
<PAGE>

         the registration and delivery, and the respective principal amounts, of
         the Debt Securities to be issued).

         Section 2.16. Medium Term Securities. Notwithstanding any contrary
provision herein, if all Debt Securities of a series are not to be originally
issued at one time, it shall not be necessary for the Partnership to deliver to
the Trustee an Officers' Certificate, resolutions of the Board of Directors,
supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or
prior to the time of authentication of each Debt Security of such series if such
documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such
series to be issued; provided, that any subsequent request by the Partnership to
the Trustee to authenticate Debt Securities of such series upon original
issuance shall constitute a representation and warranty by the Partnership that,
as of the date of such request, the statements made in the Officers' Certificate
delivered pursuant to Section 2.05 or 13.05 shall be true and correct as if made
on such date and that the Opinion of Counsel delivered at or prior to such time
of authentication of an original issuance of Debt Securities shall specifically
state that it shall relate to all subsequent issuances of Debt Securities of
such series that are identical to the Debt Securities issued in the first
issuance of Debt Securities of such series.

         A Partnership Order delivered by the Partnership to the Trustee in the
circumstances set forth in the preceding paragraph, may provide that Debt
Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time upon the telephonic
or written order of Persons designated in such written order (any such
telephonic instructions to be promptly confirmed in writing by such Person) and
that such Persons are authorized to determine, consistent with the Officers'
Certificate, supplemental Indenture or resolution of the Board of Directors
relating to such written order, such terms and conditions of such Debt
Securities as are specified in such Officers' Certificate, supplemental
Indenture or such resolution.

         Section 2.17. Defaulted Interest. Any interest on any Debt Security of
a particular series which is payable, but is not punctually paid or duly
provided for, on the dates and in the manner provided in the Debt Securities of
such series and in this Indenture (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder thereof on the relevant record date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Partnership, at its election in each case, as provided in clause (i) or (ii)
below:

                  (i) The Partnership may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Debt Securities of such
         series are registered at the close of business on a special record date
         for the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Partnership shall notify the Trustee in writing
         of the amount of Defaulted Interest proposed to be paid on each such
         Debt Security of such series and the date of the proposed payment, and
         at the same time the Partnership shall deposit with the Trustee an
         amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall



                                       20
<PAGE>

         fix a special record date for the payment of such Defaulted Interest
         which shall be not more than 15 days and not less than 10 days prior to
         the date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Partnership of such special record
         date and, in the name and at the expense of the Partnership, shall
         cause notice of the proposed payment of such Defaulted Interest and the
         special record date therefor to be mailed, first class postage
         pre-paid, to each Holder thereof at its address as it appears in the
         Debt Security Register, not less than 10 days prior to such special
         record date. Notice of the proposed payment of such Defaulted Interest
         and the special record date therefor having been so mailed, such
         Defaulted Interest shall be paid to the Persons in whose names the Debt
         Securities of such series are registered at the close of business on
         such special record date.

                  (ii) The Partnership may make payment of any Defaulted
         Interest on the Debt Securities of such series in any other lawful
         manner not inconsistent with the requirements of any securities
         exchange on which the Debt Securities of such series may be listed, and
         upon such notice as may be required by such exchange, if, after notice
         given by the Partnership to the Trustee of the proposed payment
         pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

         Section 2.18. CUSIP Numbers. The Partnership in issuing the Debt
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the accuracy of such numbers either as printed on the Debt Securities or
as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Partnership will promptly notify the Trustee in writing of any change in the
"CUSIP" numbers.

                                   ARTICLE III
                          REDEMPTION OF DEBT SECURITIES

         Section 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Debt Securities of any series which are redeemable
before their Stated Maturity except as otherwise specified as contemplated by
Section 2.03 for Debt Securities of such series.

         Section 3.02. Notice of Redemption; Selection of Debt Securities. In
case the Partnership shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debt Securities of any series in accordance with
their terms, by resolution of the Board of Directors or a supplemental
Indenture, the Partnership shall fix a date for redemption and shall give notice
of such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Debt Securities of such series so to be
redeemed as a whole or in part, in the manner provided in Section 13.03. The
notice if given in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, failure to give such notice or any defect in the notice to the Holder of
any Debt Security of a series designated for redemption as a whole or in part
shall not affect the validity of the proceedings for the redemption of any other
Debt Security of such series.



                                       21
<PAGE>

         Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which Debt Securities of such series are to
be redeemed (or the method of calculating such redemption price), the Place or
Places of Payment that payment will be made upon presentation and surrender of
such Debt Securities, that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, that the redemption is for a sinking
fund payment (if applicable), that, unless otherwise specified in such notice,
that, if the Partnership defaults in making such redemption payment or if the
Debt Securities of that series are subordinated pursuant to the terms of Article
XII, the paying agent is prohibited from making such payment pursuant to the
terms of this Indenture, that on and after said date any interest thereon or on
the portions thereof to be redeemed will cease to accrue, that in the case of
Original Issue Discount Securities original issue discount accrued after the
date fixed for redemption will cease to accrue, the terms of the Debt Securities
of that series pursuant to which the Debt Securities of that series are being
redeemed and that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Debt
Securities of that series. If less than all the Debt Securities of a series are
to be redeemed the notice of redemption shall specify the CUSIP numbers of the
Debt Securities of that series to be redeemed. In case any Debt Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Debt Security, a
new Debt Security or Debt Securities of that series in principal amount equal to
the unredeemed portion thereof, will be issued.

         At least 45 days but not more than 60 days before the redemption date
unless the Trustee consents to a shorter period, the Partnership shall give
written notice to the Trustee of the redemption date, the principal amount of
Debt Securities to be redeemed and the series and terms of the Debt Securities
pursuant to which such redemption will occur. Such notice shall be accompanied
by an Officers' Certificate and an Opinion of Counsel from the Partnership to
the effect that such redemption will comply with the conditions herein. If fewer
than all the Debt Securities of a series are to be redeemed, the record date
relating to such redemption shall be selected by the Partnership and given in
writing to the Trustee, which record date shall be not less than 15 days after
the date of notice to the Trustee.

         By 11 a.m., New York City time, on the redemption date for any Debt
Securities, the Partnership shall deposit with the Trustee or with a paying
agent (or, if the Partnership is acting as its own paying agent, segregate and
hold in trust) an amount of money in Dollars (except as provided pursuant to
Section 2.03) sufficient to pay the redemption price of such Debt Securities or
any portions thereof that are to be redeemed on that date.

         If less than all the Debt Securities of like tenor and terms of a
series are to be redeemed (other than pursuant to mandatory sinking fund
redemptions) the Trustee shall select, on a pro rata basis, by lot or by such
other method as in its sole discretion it shall deem appropriate and fair, the
Debt Securities of that series or portions thereof (in multiples of $1,000) to
be redeemed. In any case where more than one Debt Security of such series is
registered in the same name, the Trustee in its discretion may treat the
aggregate principal amount so registered as if it were represented by one Debt
Security of such series. The Trustee shall promptly notify the Partnership in
writing of the Debt Securities selected for redemption and, in the case of any
Debt Securities selected for partial redemption, the principal amount thereof to
be redeemed. If any



                                       22
<PAGE>

Debt Security called for redemption shall not be so paid upon surrender thereof
on such redemption date, the principal, premium, if any, and interest shall bear
interest until paid from the redemption date at the rate borne by the Debt
Securities of that series. If less than all the Debt Securities of unlike tenor
and terms of a series are to be redeemed, the particular Debt Securities to be
redeemed shall be selected by the Partnership. Provisions of this Indenture that
apply to Debt Securities called for redemption also apply to portions of Debt
Securities called for redemption.

         Section 3.03. Payment of Debt Securities Called for Redemption. If
notice of redemption has been given as provided in Section 3.03, the Debt
Securities or portions of Debt Securities of the series with respect to which
such notice has been given shall become due and payable on the date and at the
Place or Places of Payment stated in such notice at the applicable redemption
price, together with any interest accrued to the date fixed for redemption, and
on and after said date (unless the Partnership shall default in the payment of
such Debt Securities at the applicable redemption price, together with any
interest accrued to said date) any interest on the Debt Securities or portions
of Debt Securities of any series so called for redemption shall cease to accrue,
any original issue discount in the case of Original Issue Discount Securities
shall cease to accrue. On presentation and surrender of such Debt Securities at
the Place or Places of Payment in said notice specified, the said Debt
Securities or the specified portions thereof shall be paid and redeemed by the
Partnership at the applicable redemption price, together with any interest
accrued thereon to the date fixed for redemption.

         Any Debt Security that is to be redeemed only in part shall be
surrendered at the corporate trust office or such other office or agency of the
Partnership as is specified pursuant to Section 2.03 with, if the Partnership,
the Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Partnership, the Registrar
and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing, and the Partnership shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered; except that if a Global
Security is so surrendered, the Partnership shall execute, and the Trustee shall
authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security in a denomination equal to and in exchange
for the unredeemed portion of the principal of the Global Security so
surrendered. In the case of a Debt Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion thereof.

         Section 3.04. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of Debt Securities of any
series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is
herein referred to as an "optional sinking fund payment."



                                       23
<PAGE>

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Partnership may at
its option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased or otherwise acquired by the Partnership or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed
either at the election of the Partnership pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, resolution or
supplemental Indenture; provided, that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental Indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

         Section 3.05. Redemption of Debt Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any series of Debt
Securities, the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, any resolution or supplemental Indenture,
the portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Debt Securities of that series pursuant to this Section 3.05 (which Debt
Securities, if not previously redeemed, will accompany such certificate) and
whether the Partnership intends to exercise its right to make any permitted
optional sinking fund payment with respect to such series. Such certificate
shall also state that no Event of Default has occurred and is continuing with
respect to such series. Such certificate shall be irrevocable and upon its
delivery the Partnership shall be obligated to make the cash payment or payments
therein referred to, if any, by 11 a.m., New York City time, on the next
succeeding sinking fund payment date. Failure of the Partnership to deliver such
certificate (or to deliver the Debt Securities specified in this paragraph)
shall not constitute a Default, but such failure shall require that the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Partnership shall
so request) with respect to the Debt Securities of any particular series shall
be applied by the Trustee on the sinking fund payment date on which such payment
is made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Debt Securities at the Redemption Price specified in such Debt
Securities, resolution or supplemental Indenture for operation of the sinking
fund together with any accrued interest to the date fixed for redemption. Any
sinking fund moneys not so applied or allocated by the Trustee to the redemption
of Debt Securities shall be added to the next cash sinking fund payment received
by the Trustee for such series and, together with such payment, shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Debt Securities of any particular series held by the
Trustee on the last sinking fund payment date with respect to Debt Securities of
such series and not held for the payment or



                                       24
<PAGE>

redemption of particular Debt Securities shall be applied by the Trustee,
together with other moneys, if necessary, to be deposited sufficient for the
purpose, to the payment of the principal of the Debt Securities of that series
at its Stated Maturity.

         The Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 3.02 and the Partnership shall cause notice of the redemption thereof to
be given in the manner provided in Section 3.02 except that the notice of
redemption shall also state that the Debt Securities are being redeemed by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

         At least one business day before each sinking fund payment date, the
Partnership shall pay to the Trustee (or, if the Partnership is acting as its
own paying agent, the Partnership shall segregate and hold in trust) in cash a
sum equal to any interest accrued to the date fixed for redemption of Debt
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 3.05.

         The Trustee shall not redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of such Debt Securities by
operation of the sinking fund for such series during the continuance of a
Default in payment of interest on such Debt Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Debt Securities, except that if the notice of
redemption of any such Debt Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III.
Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such Default or Event of Default shall occur and any moneys thereafter
paid into such sinking fund shall, during the continuance of such Default or
Event of Default, be held as security for the payment of such Debt Securities;
provided, however, that in case such Event of Default or Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.05.

                                   ARTICLE IV
                     PARTICULAR COVENANTS OF THE PARTNERSHIP

         Section 4.01. Payment of Principal of, and Premium, If Any, and
Interest on, Debt Securities. The Partnership, for the benefit of each series of
Debt Securities, will duly and punctually pay or cause to be paid the principal
of, and premium, if any, and interest on, each of the Debt Securities at the
place, at the respective times and in the manner provided herein, in the Debt
Securities. Each installment of interest on the Debt Securities may at the
Partnership's option be paid by mailing checks for such interest payable to the
Person entitled thereto pursuant to Section 2.07(a) to the address of such
Person as it appears on the Debt Security Register.

         Principal, premium and interest of Debt Securities of any series shall
be considered paid on the date due if, by 11 a.m., New York City time, on such
date the Trustee or any paying agent holds in accordance with this Indenture
money sufficient to pay in Dollars all principal, premium



                                       25
<PAGE>

and interest then due and, in the case of Debt Securities subordinated pursuant
to the terms of Article XII, the Trustee or such paying agent, as the case may
be, is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture.

         The Partnership shall pay interest on overdue principal at the rate
specified therefor in the Debt Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

         Section 4.02. Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities. The Partnership will maintain
in each Place of Payment for any series of Debt Securities an office or agency
where Debt Securities of such series may be presented or surrendered for
payment, and it shall also maintain (in or outside such Place of Payment) an
office or agency where Debt Securities of such series may be surrendered for
transfer or exchange and where notices and demands to or upon the Partnership in
respect of the Debt Securities of such series and this Indenture may be served.
The Partnership will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the
Partnership shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the office of the
Trustee where its corporate trust business is principally administered in the
United States, and the Partnership hereby appoints the Trustee as its agent to
receive all presentations, surrenders, notices and demands.

         The Partnership may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Partnership of its obligations described in the preceding
paragraph. The Partnership will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

         Section 4.03. Appointment to Fill a Vacancy in the Office of Trustee.
The Partnership, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so
that there shall at all times be a Trustee hereunder with respect to each series
of Debt Securities.

         Section 4.04. Duties of Paying Agents, etc. The Partnership shall cause
each paying agent, if any, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04,

                  (i) that it will hold all sums held by it as such agent for
         the payment of the principal of, and premium, if any, or interest on,
         the Debt Securities of any series (whether such sums have been paid to
         it by the Partnership or by any other obligor on the Debt Securities of
         such series) in trust for the benefit of the Holders of the Debt
         Securities of such series;



                                       26
<PAGE>

                  (ii) that it will give the Trustee notice of any failure by
         the Partnership (or by any other obligor on the Debt Securities of such
         series) to make any payment of the principal of, and premium, if any,
         or interest on, the Debt Securities of such series when the same shall
         be due and payable; and

                  (iii) that it will at any time during the continuance of an
         Event of Default, upon the written request of the Trustee, forthwith
         pay to the Trustee all sums so held by it as such agent.

         (b) If the Partnership shall act as its own paying agent, it will, on
or before each due date of the principal of, and premium, if any, or interest
on, the Debt Securities of any series, set aside, segregate and hold in trust
for the benefit of the Holders of the Debt Securities of such series a sum
sufficient to pay such principal, premium, if any, or interest so becoming due.
The Partnership will promptly notify the Trustee of any failure by the
Partnership to take such action or the failure by any other obligor on such Debt
Securities to make any payment of the principal of, and premium, if any, or
interest on, such Debt Securities when the same shall be due and payable.

         (c) Anything in this Section 4.04 to the contrary notwithstanding, the
Partnership may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it or any paying agent, as required by
this Section 4.04, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Partnership or such paying agent.

         (d) Whenever the Partnership shall have one or more paying agents with
respect to any series of Debt Securities, it will, prior to each due date of the
principal of, and premium, if any, or interest on, any Debt Securities of such
series, deposit with any such paying agent a sum sufficient to pay the
principal, premium or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless any such paying agent
is the Trustee) the Partnership will promptly notify the Trustee of its action
or failure so to act.

         (e) Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
the provisions of Section 11.05.

         Section 4.05. SEC Reports; Financial Statements.

         (a) The Partnership shall, so long as any of the Debt Securities are
outstanding, file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Partnership is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Partnership
is not subject to the requirements of such Section 13 or 15(d), the Partnership
shall file with the Trustee, within 15 days after it would have been required to
file the same with the SEC, financial statements, including any notes thereto
(and with respect to annual reports, an auditors' report by a firm of
established national reputation), and a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," both comparable to that which
the Partnership would have been required to include in such annual reports,
information, documents or other



                                       27
<PAGE>

reports if the Partnership had been subject to the requirements of such Section
13 or 15(d). The Partnership shall also comply with the provisions of TIA
Section 314(a).

         (b) If the Partnership is required to furnish annual or quarterly
reports to its stockholders pursuant to the Exchange Act, the Partnership shall,
so long as any of the Debt Securities are outstanding, cause any annual report
furnished to its stockholders generally and any quarterly or other financial
reports furnished by it to its stockholders generally to be filed with the
Trustee and mailed to the Holders in the manner and to the extent provided in
Section 5.03.

         (c) The Partnership shall provide the Trustee with a sufficient number
of copies of all reports and other documents and information that the Trustee
may be required to deliver to Holders under this Section.

         Section 4.06. Compliance Certificate.

         (a) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Partnership, an Officers' Certificate stating that a review
of the activities of the Partnership and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers of the
Partnership with a view to determining whether the Partnership has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Partnership has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof, without regard to any grace period or requirement of notice
required by this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Partnership, is taking or
proposes to take with respect thereto) and that to the best of his knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of, or premium, if any, or interest, if any, on the
Debt Securities are prohibited or, if such event has occurred, a description of
the event and what action the Partnership is taking or proposes to take with
respect thereto.

         (b) The Partnership shall, so long as any of the Debt Securities are
outstanding, deliver to the Trustee within 30 days after the occurrence of any
Default or Event of Default under this Indenture, an Officers' Certificate
specifying such Default or Event of Default, the status thereof and what action
the Partnership is taking or proposes to take with respect thereto.

         Section 4.07. Further Instruments and Acts. The Partnership will, upon
request of the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture.

         Section 4.08. Existence. Except as permitted by Article X hereof, the
Partnership shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence and all rights (charter and
statutory) and franchises of the Partnership, provided that the Partnership
shall not be required to preserve any such right or franchise, if the Board of
Directors



                                       28
<PAGE>

shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Partnership.

         Section 4.09. Maintenance of Properties. The Partnership shall cause
all properties owned by the Partnership or any of its Subsidiaries or used or
held for use in the conduct of its business or the business of any such
Subsidiary to be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Partnership
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided that nothing in
this Section shall prevent the Partnership from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Partnership, desirable in the conduct of its business or the business of
any such Subsidiary and not disadvantageous in any material respect to the
Holders.

         Section 4.10. Payment of Taxes and Other Claims. The Partnership shall
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Partnership or any of its Subsidiaries or upon the income,
profits or property of the Partnership or any of its Subsidiaries, and (ii) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a Lien upon the property of the Partnership or any of its Subsidiaries;
provided that the Partnership shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         Section 4.11. Waiver of Certain Covenants. The Partnership and the
Subsidiary Guarantors may, with respect to the Debt Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in this Article IV (except Sections 4.01 through 4.08) if, before or
after the time for such compliance, the Holders of at least a majority in
principal amount of the Outstanding Debt Securities of each series affected,
waive such compliance in such instance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Partnership and the Subsidiary Guarantors and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                                    ARTICLE V
                    HOLDERS' LISTS AND REPORTS BY THE TRUSTEE

         Section 5.01. Partnership to Furnish Trustee Information as to Names
and Addresses of Holders; Preservation of Information. The Partnership covenants
and agrees that it will furnish or cause to be furnished to the Trustee with
respect to the Debt Securities of each series:

         (a) not more than 10 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record date, and



                                       29
<PAGE>

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

provided, however, that so long as the Trustee shall be the Registrar, such
lists shall not be required to be furnished.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders (i)
contained in the most recent list furnished to it as provided in this Section
5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so
acting) hereunder.

         The Trustee may destroy any list furnished to it as provided in this
Section 5.01 upon receipt of a new list so furnished.

         Section 5.02. Communications to Holders. Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their
rights under this Indenture or the Debt Securities. The Partnership, the
Trustee, the Registrar and anyone else shall have the protection of Section
312(c) of the TIA.

         Section 5.03. Reports by Trustee. Within 60 days after each January 31,
beginning with the first January 31 following the date of this Indenture, and in
any event on or before April 1 in each year, the Trustee shall mail to Holders a
brief report dated as of such January 31 that complies with TIA Section 313(a);
provided, however, that if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted. The Trustee also shall comply with TIA Section 313(b).

         Reports pursuant to this Section 5.03 shall be transmitted by mail:

         (a) to all Holders, as the names and addresses of such Holders appear
in the Debt Security Register; and

         (b) except in the cases of reports under Section 313(b)(2) of the TIA,
to each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
5.01.

         A copy of each report at the time of its mailing to Holders shall be
filed with the Securities and Exchange Commission and each stock exchange (if
any) on which the Debt Securities of any series are listed. The Partnership
agrees to notify promptly the Trustee whenever the Debt Securities of any series
become listed on any stock exchange and of any delisting thereof.

Section 5.04. Record Dates for Action by Holders. If the Partnership shall
solicit from the holders of Debt Securities of any series any action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action), the Partnership may, at
its option, by resolution of the Board of Directors, fix in advance a record
date for the determination of Holders of Debt Securities entitled to take such
action, but the Partnership shall have no obligation to do so. Any such record
date shall be fixed



                                       30
<PAGE>

at the Partnership's discretion. If such a record date is fixed, such action may
be sought or given before or after the record date, but only the Holders of Debt
Securities of record at the close of business on such record date shall be
deemed to be Holders of Debt Securities for the purpose of determining whether
Holders of the requisite proportion of Debt Securities of such series
Outstanding have authorized or agreed or consented to such action, and for that
purpose the Debt Securities of such series Outstanding shall be computed as of
such record date.

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

         Section 6.01. Events of Default. If any one or more of the following
shall have occurred and be continuing with respect to Debt Securities of any
series (each of the following, an "Event of Default"):

         (a) default in the payment of any installment of interest upon any Debt
Securities of that series as and when the same shall become due and payable,
whether or not such payment shall be prohibited by Article XII, if applicable,
and continuance of such default for a period of 30 days; or

         (b) default in the payment of the principal of or premium, if any, on
any Debt Securities of that series as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration, upon required
repurchase or otherwise, whether or not such payment shall be prohibited by
Article XII, if applicable; or

         (c) default in the payment of any sinking fund payment with respect to
any Debt Securities of that series as and when the same shall become due and
payable; or

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

         (e) the Partnership, or if any series of Debt Securities Outstanding
under this Indenture is entitled to the benefits of a Guarantee, any of the
Subsidiary Guarantors, pursuant to or within the meaning of any Bankruptcy Law,

                  (i) commences a voluntary case,



                                       31
<PAGE>

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

                  (iii) consents to the appointment of a Custodian of it or for
         all or substantially all of its property; or

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

         (f) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                  (i) is for relief against the Partnership, or if any series of
         Debt Securities Outstanding under this Indenture is entitled to the
         benefits of a Guarantee, any of the Subsidiary Guarantors, as debtor in
         an involuntary case,

                  (ii) appoints a Custodian of the Partnership, or if any series
         of Debt Securities Outstanding under this Indenture is entitled to the
         benefits of a Guarantee, any of the Subsidiary Guarantors, or a
         Custodian for all or substantially all of the property of the
         Partnership, or if applicable, any of the Subsidiary Guarantors, or

                  (iii) orders the liquidation of the Partnership, or if any
         series of Debt Securities Outstanding under this Indenture is entitled
         to the benefits of a Guarantee, any of the Subsidiary Guarantors,

and the order or decree remains unstayed and in effect for 60 days;

         (g) if any series of Debt Securities Outstanding under this Indenture
is entitled to the benefits of a Guarantee, the Guarantee of any of the
Subsidiary Guarantors ceases to be in full force and effect with respect to Debt
Securities of that series (except as otherwise provided in this Indenture) or is
declared null and void in a judicial proceeding or the Subsidiary Guarantors
deny or disaffirm their obligations under the Indenture or such Guarantee; or

         (h) any other Event of Default provided with respect to Debt Securities
of that series; then and in each and every case that an Event of Default
described in clause (a), (b), (c), (d), (g), or (h) with respect to Debt
Securities of that series at the time Outstanding occurs and is continuing,
unless the principal of,premium, if any, and interest on all the Debt Securities
of that series shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Debt
Securities of that series then Outstanding hereunder, by notice in writing to
the Partnership (and to the Trustee if given by Holders), may declare the
principal of (or, if the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series), premium, if any, and interest on all the
Debt Securities of that series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities of that series contained to
the contrary notwithstanding. If an Event of Default described in clause (e) or
(f) occurs, then and in each and every such case, unless the principal of and
interest on all the Debt Securities shall have become due and payable, the
principal of (or, if any Debt Securities are Original Issue Discount



                                       32

<PAGE>

Debt Securities, such portion of the principal amount as may be specified in the
terms thereto), premium, if any, and interest on all the Debt Securities then
Outstanding hereunder shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders,
anything in this Indenture or in the Debt Securities contained to the contrary
notwithstanding.

         The Holders of a majority in aggregate principal amount of the Debt
Securities of a particular series by written notice to the Trustee may waive all
past Defaults (except with respect to the nonpayment of principal, premium, if
any, or interest) and rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction already rendered and if all existing Events of Default
have been cured or waived except nonpayment of principal, premium, if any, or
interest that has become due solely because of acceleration. Upon any such
rescission, the parties hereto shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
parties hereto shall continue as though no such proceeding had been taken.

         Section 6.02. Collection of Debt by Trustee, etc. If an Event of
Default occurs and is continuing, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and unpaid
or enforce the performance of any provision of the Debt Securities of the
affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Subsidiary Guarantors or the Partnership or any other
obligor upon the Debt Securities of such series (and collect in the manner
provided by law out of the property of the Subsidiary Guarantors or the
Partnership or any other obligor upon the Debt Securities of such series
wherever situated the moneys adjudged or decreed to be payable).

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Subsidiary Guarantors or the Partnership or any other
obligor upon the Debt Securities of any series under Title 11 of the United
States Code or any other Federal or State bankruptcy, insolvency or similar law,
or in case a receiver, trustee or other similar official shall have been
appointed for its property, or in case of any other similar judicial proceedings
relative to the Subsidiary Guarantors or the Partnership or any other obligor
upon the Debt Securities of any series, its creditors or its property, the
Trustee, irrespective of whether the principal of Debt Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 6.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
(or, if the Debt Securities of such series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Debt Securities of such
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith) and of
the Holders thereof allowed in any such judicial proceedings relative to the
Subsidiary Guarantors or the Partnership, or any other obligor upon the Debt
Securities of such series, its creditors or its property, and to



                                       33
<PAGE>

collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of such Holders and of the Trustee on their behalf, and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of such
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to such Holders, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

         All rights of action and of asserting claims under this Indenture, or
under any of the Debt Securities of any series, may be enforced by the Trustee
without the possession of any such Debt Securities, or the production thereof in
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment (except for any
amounts payable to the Trustee pursuant to Section 7.06) shall be for the
ratable benefit of the Holders of all the Debt Securities in respect of which
such action was taken.

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         Section 6.03. Application of Moneys Collected by Trustee. Any moneys or
other property collected by the Trustee pursuant to Section 6.02 with respect to
Debt Securities of any series shall be applied, after giving effect to the
provisions of Article XII, if applicable, in the order following, at the date or
dates fixed by the Trustee for the distribution of such moneys or other
property, upon presentation of the several Debt Securities of such series in
respect of which moneys or other property have been collected, and the notation
thereon of the payment, if only partially paid, and upon surrender thereof if
fully paid:

         FIRST: To the payment of all money due the Trustee pursuant to Section
7.06;

         SECOND: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall not have become due, to
the payment of interest on the Debt Securities of such series in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Debt Securities) borne by the Debt Securities of such
series, such payments to be made ratably to the Persons entitled thereto,
without discrimination or preference;

         THIRD: In case the principal of the Outstanding Debt Securities in
respect of which such moneys have been collected shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Debt Securities of such series for principal and premium, if
any, and interest, with interest on the overdue principal and premium, if any,



                                       34
<PAGE>

and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the rate or Yield to Maturity (in the case
of Original Issue Discount Debt Securities) borne by the Debt Securities of such
series; and, in case such moneys shall be insufficient to pay in full the whole
amount so due and unpaid upon the Debt Securities of such series, then to the
payment of such principal and premium, if any, and interest, without preference
or priority of principal and premium, if any, over interest, or of interest over
principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Debt Security of such series over any Debt
Security of such series, ratably to the aggregate of such principal and premium,
if any, and interest; and

         FOURTH: The remainder, if any, shall be paid to the Subsidiary
Guarantors or the Partnership, as applicable, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.03. At least 15 days before such record date,
the Partnership shall mail to each Holder and the Trustee a notice that states
the record date, the payment date and amount to be paid.

         Section 6.04. Limitation on Suits by Holders. No Holder of any Debt
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise, upon or under or with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to Debt Securities of that
same series and of the continuance thereof and unless the Holders of not less
than 25% in aggregate principal amount of the Outstanding Debt Securities of
that series shall have made written request upon the Trustee to institute such
action or proceedings in respect of such Event of Default in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity or security as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity or security
shall have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 6.06; it being understood and intended, and being expressly
covenanted by the Holder of every Debt Security with every other Holder and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any Holders, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all such Holders. For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provision in this Indenture, however, the
right of any Holder of any Debt Security to receive payment of the principal of,
and premium, if any, and (subject to Section 2.12) interest on, such Debt
Security, on or after the respective due dates expressed in such Debt Security,
and to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.



                                       35
<PAGE>

         Section 6.05. Remedies Cumulative; Delay or Omission in Exercise of
Rights Not a Waiver of Default. All powers and remedies given by this Article VI
to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the Holders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any Default
occurring and continuing as aforesaid, shall impair any such right or power, or
shall be construed to be a waiver of any such Default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article VI or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Holders.

         Section 6.06. Rights of Holders of Majority in Principal Amount of Debt
Securities to Direct Trustee and to Waive Default. The Holders of a majority in
aggregate principal amount of the Debt Securities of any series at the time
Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Debt Securities
of such series; provided, however, that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture, and that
subject to the provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
shall determine that the action so directed may not lawfully be taken, or if the
Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unjustly prejudicial
to Holders of Debt Securities of such series not taking part in such direction;
and provided, further, however, that nothing in this Indenture contained shall
impair the right of the Trustee to take any action deemed proper by the Trustee
and which is not inconsistent with such direction by such Holders. Prior to the
acceleration of the maturity of the Debt Securities of any series, as provided
in Section 6.01, the Holders of a majority in aggregate principal amount of the
Debt Securities of that series at the time Outstanding may on behalf of the
Holders of all the Debt Securities of that series waive any past Default or
Event of Default and its consequences for that series specified in the terms
thereof as contemplated by Section 2.03, except a Default in the payment of the
principal of, and premium, if any, or interest on, any of the Debt Securities
and a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Holder affected thereby. In case of any such
waiver, such Default shall cease to exist, any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture, and the Subsidiary Guarantors, the Partnership, the Trustee and the
Holders of the Debt Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

         Section 6.07. Trustee to Give Notice of Defaults Known to It, but May
Withhold Such Notice in Certain Circumstances. The Trustee shall, within 90 days
after the occurrence of a Default known to it, or if later, within 30 days after
the Trustee obtains actual knowledge of the Default, with respect to a series of
Debt Securities give to the Holders thereof, in the manner provided in Section
13.03, notice of all Defaults with respect to such series known to the Trustee,
unless such Defaults shall have been cured or waived before the giving of such
notice; provided, that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities of
such series or in the making of any sinking fund



                                       36
<PAGE>

payment with respect to the Debt Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a committee of directors or responsible officers of
the Trustee in good faith determine that the withholding of such notice is in
the interests of the Holders thereof.

         Section 6.08. Requirement of an Undertaking To Pay Costs in Certain
Suits under the Indenture or Against the Trustee. All parties to this Indenture
agree, and each Holder of any Debt Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit in the manner and to the extent provided in the TIA, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 6.08 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 25 percent in principal amount of the
Outstanding Debt Securities of that series or to any suit instituted by any
Holder for the enforcement of the payment of the principal of, or premium, if
any, or interest on, any Debt Security on or after the due date for such payment
expressed in such Debt Security.

                                   ARTICLE VII
                             CONCERNING THE TRUSTEE

         Section 7.01. Certain Duties and Responsibilities. The Trustee, prior
to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

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

         (a) this paragraph shall not be construed to limit the effect of the
first paragraph of this Section 7.01;

         (b) prior to the occurrence of an Event of Default with respect to the
Debt Securities of a series and after the curing or waiving of all Events of
Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
         Debt Securities of any series shall be determined solely by the express
         provisions of this Indenture,



                                       37
<PAGE>

         and the Trustee shall not be liable except for the performance of such
         duties and obligations with respect to such series as are specifically
         set forth in this Indenture, and no implied covenants or obligations
         with respect to such series shall be read into this Indenture against
         the Trustee; and

                  (ii) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture; but in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture; but the Trustee shall examine the
         evidence furnished to it pursuant to Sections 4.05 and 4.06 to
         determine whether or not such evidence conforms to the requirement of
         this Indenture;

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

                  (iv) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it with respect to Debt
         Securities of any series in good faith in accordance with the direction
         of the Holders of not less than a majority in aggregate principal
         amount of the Outstanding Debt Securities of that series relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture with respect to Debt Securities
         of such series.

         None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

         Section 7.02. Certain Rights of Trustee. Except as otherwise provided
in Section 7.01:

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

         (b) any request, direction, order or demand of the Partnership
mentioned herein shall be sufficiently evidenced by a Partnership Order (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to



                                       38
<PAGE>

the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Partnership;

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

         (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders of Debt Securities of any series pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby;

         (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (f) prior to the occurrence of an Event of Default and after the curing
of all Events of Default which may have occurred, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, approval or other paper or document, unless requested in writing
to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such investigation shall be paid by the Partnership or, if paid by the Trustee,
shall be repaid by the Partnership upon demand;

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

         (h) if any property other than cash shall at any time be subject to a
Lien in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be entitled
to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.

         Section 7.03. Trustee Not Liable for Recitals in Indenture or in Debt
Securities. The recitals contained herein, in the Debt Securities (except the
Trustee's certificate of authentication) shall be taken as the statements of the
Partnership, and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debt Securities of any series, except that the



                                       39
<PAGE>

Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Debt Securities and perform its obligations
hereunder, and that the statements made by it or to be made by it in a Statement
of Eligibility and Qualification on Form T-1 supplied to the Partnership are
true and accurate. The Trustee shall not be accountable for the use or
application by the Partnership of any of the Debt Securities or of the proceeds
thereof.

         Section 7.04. Trustee, Paying Agent or Registrar May Own Debt
Securities. The Trustee or any paying agent or Registrar, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and
subject to the provisions of the TIA relating to conflicts of interest and
preferential claims may otherwise deal with the Partnership with the same rights
it would have if it were not Trustee, paying agent or Registrar.

         Section 7.05. Moneys Received by Trustee to Be Held in Trust. Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any moneys received by it hereunder. So long as no Event of Default shall
have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time to the Partnership upon a Partnership Order.

         Section 7.06. Compensation and Reimbursement. The Partnership covenants
and agrees to pay in Dollars to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise
expressly provided herein, the Partnership will pay or reimburse in Dollars the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ), including without limitation, Section 6.02, except any
such expense, disbursement or advances as may arise from its negligence or bad
faith. The Partnership also covenants to indemnify in Dollars the Trustee for,
and to hold it harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee, arising
out of or in connection with the acceptance or administration of this trust or
trusts hereunder, including the reasonable costs and expenses of defending
itself against any claim of liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligations of the
Partnership under this Section 7.06 to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional Debt hereunder and shall survive the satisfaction and
discharge of this Indenture. The Partnership and the Holders agree that such
additional Debt shall be secured by a Lien prior to that of the Debt Securities
upon all property and funds held or collected by the Trustee, as such, except
funds held in trust for the payment of principal of, and premium, if any, or
interest on, particular Debt Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.



                                       40
<PAGE>

         Section 7.07. Right of Trustee to Rely on an Officers' Certificate
Where No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

         Section 7.08. Separate Trustee; Replacement of Trustee. The Partnership
may, but need not, appoint a separate Trustee for any one or more series of Debt
Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving notice to the Partnership. The Holders of
a majority in principal amount of the Debt Securities of a particular series may
remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee. The Partnership shall remove the
Trustee if:

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

         (b) the Trustee is adjudged bankrupt or insolvent;

         (c) a receiver or other public officer takes charge of the Trustee or
its property; or

         (d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Partnership or by the Holders of a
majority in principal amount of the Debt Securities of a particular series and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Partnership shall
promptly appoint a successor Trustee. No resignation or removal of the Trustee
and no appointment of a successor Trustee shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 7.08.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Partnership. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Debt Securities of each applicable series. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the Lien provided for in Section 7.06.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee gives notice of resignation or is removed, the retiring Trustee
or the Holders of 25% in principal amount of the Debt Securities of any
applicable series may petition any court of competent jurisdiction for the
appointment of a successor Trustee for the Debt Securities of such series.



                                       41
<PAGE>

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

         Notwithstanding the replacement of the Trustee pursuant to this Section
7.08, the Partnership's obligations under Section 7.06 shall continue for the
benefit of the retiring Trustee.

         In the case of the appointment hereunder of a separate or successor
trustee with respect to the Debt Securities of one or more series, the
Partnership, any retiring Trustee and each successor or separate Trustee with
respect to the Debt Securities of any applicable series shall execute and
deliver an Indenture supplemental hereto (i) which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of any retiring Trustee with respect to the Debt
Securities of any series as to which any such retiring Trustee is not retiring
shall continue to be vested in such retiring Trustee and (ii) that shall add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental Indenture shall constitute such Trustees co-trustees of the same
trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee.

         Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

         In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Debt
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debt Securities or in this Indenture
provided that the certificate of the Trustee shall have.

         Section 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. No obligor upon the Debt
Securities of a particular series or Person directly or indirectly controlling,
controlled by or under common control with such obligor shall serve as Trustee
upon the Debt Securities of such series. The Trustee shall comply with Section
310(b) of the TIA; provided, however, that there shall be excluded from the
operation of Section 310(b)(1) of the TIA this Indenture or any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Partnership are outstanding if the
requirements for such exclusion set forth in Section 310(b)(1) of the TIA are
met.



                                       42
<PAGE>

         Section 7.11. Preferential Collection of Claims Against Partnership.
The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the TIA to the extent
indicated therein.

         Section 7.12. Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Debt Securities, whether acting as Trustee, Security Registrar,
paying agent or otherwise with respect to the Debt Securities.

                                  ARTICLE VIII
                             CONCERNING THE HOLDERS

         Section 8.01. Evidence of Action by Holders. Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any or all series may take action (including
the making of any demand or request, the giving of any direction, notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, by the record of the Holders voting in favor thereof at any meeting of
Holders duly called and held in accordance with the provisions of Section 5.02
or by a combination of such instrument or instruments and any such record of
such a meeting of Holders.

         Section 8.02. Proof of Execution of Instruments and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.11, proof of
the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Debt Securities of any series shall be proved by
the Debt Security Register or by a certificate of the Registrar for such series.
The Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

         Section 8.03. Who May Be Deemed Owner of Debt Securities. Prior to due
presentment for registration of transfer of any Debt Security, the Partnership,
the Trustee, any paying agent and any Registrar may deem and treat the Person in
whose name any Debt Security shall be registered upon the books of the
Partnership as the absolute owner of such Debt Security (whether or not such
Debt Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of and premium, if any, and (subject to Section 2.03) interest on
such Debt Security and for all other purposes, and neither the Partnership nor
the Trustee nor any paying agent nor any Registrar shall be affected by any
notice to the contrary; and all such payments so made to any such Holder for the
time being, or upon his order, shall be valid and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debt Security.



                                       43
<PAGE>

         None of the Partnership, the Trustee, any paying agent or the Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

         Section 8.04. Instruments Executed by Holders Bind Future Holders. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Debt Securities of any series specified in
this Indenture in connection with such action and subject to the following
paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such
action may, by filing written notice with the Trustee at its corporate trust
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Debt Security. Except as aforesaid any such action taken
by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and of any
Debt Security issued upon transfer thereof or in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Debt Security or such other Debt Securities. Any action taken by the
Holders of the percentage in aggregate principal amount of the Debt Securities
of any series specified in this Indenture in connection with such action shall
be conclusively binding upon the Partnership, the Trustee and the Holders of all
the Debt Securities of such series.

         The Partnership may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Debt Securities entitled to give
their consent or take any other action required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Debt
Securities at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders of Debt Securities after such record date. No such
consent shall be valid or effective for more than 120 days after such record
date unless the consent of the Holders of the percentage in aggregate principal
amount of the Debt Securities of such series specified in this Indenture shall
have been received within such 120-day period.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         Section 9.01. Purposes for Which Supplemental Indenture May Be Entered
into Without Consent of Holders. The Partnership and the Subsidiary Guarantors,
when authorized by resolutions of the Board of Directors, and the Trustee may
from time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one
or more of the following purposes:

         (a) to evidence the succession pursuant to Article X of another Person
to the Partnership, or successive successions, and the assumption by the
Successor Partnership (as



                                       44
<PAGE>

defined in Section 10.01) of the covenants, agreements and obligations of the
Partnership in this Indenture and in the Debt Securities;

         (b) to surrender any right or power herein conferred upon the
Partnership or the Subsidiary Guarantors, to add to the covenants of the
Partnership or the Subsidiary Guarantors such further covenants, restrictions,
conditions or provisions for the protection of the Holders of all or any series
of Debt Securities (and if such covenants are to be for the benefit of less than
all series of Debt Securities, stating that such covenants are expressly being
included solely for the benefit of such series) as the Board of Directors shall
consider to be for the protection of the Holders of such Debt Securities, and to
make the occurrence, or the occurrence and continuance, of a Default in any of
such additional covenants, restrictions, conditions or provisions a Default or
an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
Indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of any or all series of
Debt Securities to waive such default;

         (c) to cure any ambiguity or omission or to correct or supplement any
provision contained herein, in any supplemental Indenture or in any Debt
Securities of any series that may be defective or inconsistent with any other
provision contained herein, in any supplemental Indenture or in the Debt
Securities of such series; to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall not adversely affect
the interests of any Holders of Debt Securities of any series;

         (d) to modify or amend this Indenture in such a manner as to permit the
qualification of this Indenture or any Indenture supplemental hereto under the
TIA as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any Indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the TIA;

         (e) to add to or change any of the provisions of this Indenture to
change or eliminate any restrictions on the payment of principal of, or premium,
if any, on, Debt Securities; provided, that any such action shall not adversely
affect the interests of the Holders of Debt Securities of any series in any
material respect or permit or facilitate the issuance of Debt Securities of any
series in uncertificated form;

         (f) to comply with Article XIV

         (g) in the case of any Debt Securities subordinated pursuant to Article
XII, to make any change in Article XII that would limit or terminate the
benefits available to any holder of Senior Indebtedness (or Representatives
therefor) under Article XII;

         (h) to add Subsidiary Guarantors with respect to any or all of the Debt
Securities or to secure any or all of the Debt Securities;

         (i) to make any change that does not adversely affect the rights of any
Holder;



                                       45
<PAGE>

         (j) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination not otherwise permitted
under this Section 9.01 shall neither apply to any Debt Security of any series
created prior to the execution of such supplemental Indenture and entitled to
the benefit of such provision nor modify the rights of the Holder of any such
Debt Security with respect to such provision or shall become effective only when
there is no such Debt Security Outstanding;

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

         (l) to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03.

         The Trustee is hereby authorized to join with the Partnership and the
Subsidiary Guarantors in the execution of any such supplemental Indenture, to
make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to enter into
any such supplemental Indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

         Any supplemental Indenture authorized by the provisions of this Section
9.01 may be executed by the Partnership, the Subsidiary Guarantors and the
Trustee without the consent of the Holders of any of the Debt Securities at the
time Outstanding, notwithstanding any of the provisions of Section 9.02.

         In the case of Debt Securities subordinated pursuant to Article XII, an
amendment under this Section 9.01 may not make any change that adversely affects
the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such change.

         Section 9.02. Modification of Indenture with Consent of Holders of Debt
Securities. Without notice to any Holder but with the consent (evidenced as
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt
Securities), the Partnership and the Subsidiary Guarantors, when authorized by
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time enter into an Indenture or Indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of execution
thereof) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such series; provided, that no such supplemental Indenture,
without the consent of the Holders of each Debt Security so affected, shall:
reduce the percentage in principal amount of Debt Securities of any



                                       46
<PAGE>

series whose Holders must consent to an amendment; reduce the rate of or extend
the time for payment of interest on any Debt Security; reduce the principal of
or extend the Stated Maturity of any Debt Security; reduce the premium payable
upon the redemption of any Debt Security or change the time at which any Debt
Security may or shall be redeemed in accordance with Article III; make any Debt
Security payable in currency other than the Dollar; impair the right of any
Holder to receive payment of premium, if any, principal of and interest on such
Holder's Debt Securities on or after the due dates therefor or to institute suit
for the enforcement of any payment on or with respect to such Holder's Debt
Securities; in the case of any Debt Security subordinated pursuant to Article
XII, make any change in Article XII that adversely affects the rights of any
Holder under Article XII; release any security that may have been granted in
respect of the Debt Securities; make any change in Section 6.06 or this Section
9.02; or, except as provided in Section 14.04, release the Subsidiary Guarantors
or modify the Guarantee in any manner adverse to the Holders.

         A supplemental Indenture which changes or eliminates any covenant or
other provision of this Indenture which has been expressly included solely for
the benefit of one or more particular series of Debt Securities or which
modifies the rights of the Holders of Debt Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Debt Securities of any other
series.

         Upon the request of the Partnership and the Subsidiary Guarantors,
accompanied by a copy of resolutions of the Board of Directors authorizing the
execution of any such supplemental Indenture, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Partnership in the execution of such supplemental Indenture unless
such supplemental Indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion but shall not be obligated to enter into such supplemental
Indenture.

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

         In the case of any Debt Securities subordinated pursuant to Article
XII, an amendment under this Section 9.02 may not make any change that adversely
affects the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or
Representative thereof authorized to give a consent) consent to such change.

         After an amendment under this Section 9.02 becomes effective, the
Partnership shall mail to Holders of Debt Securities of each series affected
thereby a notice briefly describing such amendment. The failure to give such
notice to all such Holders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section 9.02.

         Section 9.03. Effect of Supplemental Indentures. Upon the execution of
any supplemental Indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the



                                       47
<PAGE>

Partnership, the Subsidiary Guarantors and the Holders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental Indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental Indenture complies with the provisions of
this Article IX.

         Section 9.04. Debt Securities May Bear Notation of Changes by
Supplemental Indentures. Debt Securities of any series authenticated and
delivered after the execution of any supplemental Indenture pursuant to the
provisions of this Article IX may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental Indenture. New Debt Securities of any series so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental Indenture may
be prepared and executed by the Partnership, authenticated by the Trustee and
delivered in exchange for the Debt Securities of such series then Outstanding.
Failure to make the appropriate notation or to issue a new Debt Security of such
series shall not affect the validity of such amendment.

                                    ARTICLE X
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         Section 10.01. Consolidations and Mergers of the Partnership. The
Partnership shall not consolidate or amalgamate with or merge with or into any
Person, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a
series of related transactions, except (1) in accordance with the provisions of
its partnership agreement, and (2) unless: (a) either (i) the Partnership shall
be the continuing Person in the case of a merger or (ii) the resulting,
surviving or transferee Person if other than the Partnership (the "Successor
Partnership"), shall be a partnership, limited liability company or corporation
organized and existing under the laws of the United States, any State thereof or
the District of Columbia and the Successor Partnership shall expressly assume,
by an Indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Partnership under
this Indenture and the Debt Securities according to their tenor; (b) immediately
after giving effect to such transaction (and treating any Debt which becomes an
obligation of the Successor Partnership or any Subsidiary of the Partnership as
a result of such transaction as having been incurred by the Successor
Partnership or such Subsidiary at the time of such transaction), no Default or
Event of Default would occur or be continuing; (c) if the Partnership is not the
continuing Person, then each Subsidiary Guarantor, unless it has become the
Successor Partnership, shall confirm that its Guarantee shall continue to apply
to the obligations under the Debt Securities and this Indenture; and (d) the
Partnership shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or disposition
and such supplemental Indenture (if any) comply with this Indenture.

         Section 10.02. Rights and Duties of Successor Partnership. In case of
any consolidation, amalgamation or merger, or disposition of all or
substantially all of the assets of



                                       48
<PAGE>

the Partnership in accordance with Section 10.01, the Successor Partnership
shall succeed to and be substituted for the Partnership with the same effect as
if it had been named herein as the respective party to this Indenture, and the
predecessor entity shall be released from all liabilities and obligations under
the Indenture and the Debt Securities, except that no such release will occur in
the case of a lease of all or substantially all of its assets. The Successor
Partnership thereupon may cause to be signed, and may issue either in its own
name or in the name of the Partnership, any or all the Debt Securities issuable
hereunder which theretofore shall not have been signed by the Partnership and
delivered to the Trustee; and, upon the order of the Successor Partnership,
instead of the Partnership, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Debt Securities which previously shall have been signed and
delivered by the officers of the Partnership to the Trustee for authentication,
and any Debt Securities which the Successor Partnership thereafter shall cause
to be signed and delivered to the Trustee for that purpose. All the Debt
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debt Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all such Debt Securities
had been issued at the date of the execution hereof.

         In case of any such consolidation, amalgamation, merger, sale or
disposition such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.

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

         Section 11.01. Applicability of Article. The provisions of this Article
XI relating to defeasance of Debt Securities shall be applicable to each series
of Debt Securities except as otherwise specified pursuant to Section 2.03 for
Debt Securities of such series.

         Section 11.02. Satisfaction and Discharge of Indenture; Defeasance.

         (a) If at any time the Partnership shall have delivered to the Trustee
for cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Partnership as provided in
Section 11.05) or all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Partnership shall deposit with the
Trustee as trust funds the entire amount in cash sufficient to pay at maturity
or upon redemption all Debt Securities of such series not theretofore delivered
to the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due on such date of maturity or redemption date, as
the case may be, and if in either case the Partnership shall also pay or cause
to be paid all other sums payable hereunder by the Partnership, then this
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of such Debt Securities herein expressly
provided for) with respect to the



                                       49
<PAGE>

Debt Securities of such series, and the Trustee, on demand of the Partnership
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Partnership, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture.

         (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Partnership at
any time may terminate, with respect to Debt Securities of a particular series,
all its obligations under the Debt Securities of such series and this Indenture
with respect to the Debt Securities of such series ("legal defeasance option")
or the operation of Sections 6.01(d), (g) and (h) and, as they relate to the
Subsidiary Guarantors only, Sections 6.01(e) and (f) ("covenant defeasance
option"). If the Partnership exercises its legal defeasance option, the
Guarantee will terminate with respect to that series of Debt Securities. The
Partnership may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.

         If the Partnership exercises its legal defeasance option, payment of
the Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (g) and (h) and,
with respect to the Subsidiary Guarantors only, Sections 6.01(e) and (f) (except
to the extent covenants or agreements referenced in such Sections remain
applicable).

         Upon satisfaction of the conditions set forth herein and upon request
of the Partnership, the Trustee shall acknowledge in writing the discharge of
those obligations that the Partnership terminates.

         (c) Notwithstanding clauses (a) and (b) above, the Partnership's
obligations in Sections 2.07, 2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06
and 11.07 shall survive until the Debt Securities of the defeased series have
been paid in full. Thereafter, the Partnership's obligations in Sections 7.06,
11.05 and 11.06 shall survive.

         Section 11.03. Conditions of Defeasance. The Partnership may exercise
its legal defeasance option or its covenant defeasance option with respect to
Debt Securities of a particular series only if:

         (a) the Partnership irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of principal of, and
premium, if any, and interest on, the Debt Securities of such series to maturity
or redemption, as the case may be;

         (b) the Partnership delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment on
the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium and interest when due on all the Debt
Securities of such series to maturity or redemption, as the case may be;

         (c) 91 days pass after the deposit is made and during the 91-day period
no Default specified in Section 6.01(e) or (f) with respect to the Partnership
occurs which is continuing at the end of the period;



                                       50
<PAGE>

         (d) no Default has occurred and is continuing on the date of such
deposit and after giving effect thereto;

         (e) the deposit does not constitute a default under any other agreement
binding on the Partnership and, if the Debt Securities of such series are
subordinated pursuant to Article XII, is not prohibited by Article XII;

         (f) the Partnership delivers to the Trustee an Opinion of Counsel to
the effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

         (g) in the event of the legal defeasance option, the Partnership shall
have delivered to the Trustee an Opinion of Counsel stating that the Partnership
has received from the Internal Revenue Service a ruling, or since the date of
this Indenture there has been a change in the applicable Federal income tax law,
in either case of the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of Debt Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred;

         (h) in the event of the covenant defeasance option, the Partnership
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred; and

         (i) the Partnership delivers to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Debt Securities of such series as contemplated
by this Article XI have been complied with.

         Before or after a deposit, the Partnership may make arrangements
satisfactory to the Trustee for the redemption of Debt Securities of such series
at a future date in accordance with Article III.

         Section 11.04. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article XI. It shall apply the deposited money and the money from U.S.
Government Obligations through any paying agent and in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on,
the Debt Securities of the defeased series. In the event the Debt Securities of
the defeased series are subordinated pursuant to Article XII, money and
securities so held in trust are not subject to Article XII.

         Section 11.05. Repayment to Partnership. The Trustee and any paying
agent shall promptly turn over to the Partnership upon request any excess money
or securities held by them at any time.



                                       51
<PAGE>

         Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Partnership upon request any money held by them
for the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the
Partnership for payment as general creditors.

         Section 11.06. Indemnity for U.S. Government Obligations. The
Partnership shall pay and shall indemnify the Trustee and the Holders against
any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S.
Government Obligations.

         Section 11.07. Reinstatement. If the Trustee or any paying agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article XI by reason of any legal proceeding or by reason of any order or
judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Partnership's obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XI until
such time as the Trustee or any paying agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article XI.

                                   ARTICLE XII
                 SUBORDINATION OF DEBT SECURITIES AND GUARANTEE

         Section 12.01. Applicability of Article; Agreement To Subordinate. The
provisions of this Article XII shall only be applicable to the Debt Securities
of any series (Debt Securities of such series referred to in this Article XII as
"Subordinated Debt Securities") designated, pursuant to Section 2.03, as
subordinated to Senior Indebtedness and any related Guarantee of such
Subordinated Debt Securities. Each Holder by accepting a Subordinated Debt
Security agrees that the Debt evidenced by such Subordinated Debt Security and
any related Guarantee of such Subordinated Debt Security is subordinated in
right of payment, to the extent and in the manner provided in this Article XII,
to the prior payment of all Senior Indebtedness and that the subordination is
for the benefit of and enforceable by the holders of Senior Indebtedness. All
provisions of this Article XII shall be subject to Section 12.12.

         Section 12.02. Liquidation, Dissolution, Bankruptcy. Upon any payment
or distribution of the assets of the Partnership or the Subsidiary Guarantors,
as the case may be, to creditors, upon a liquidation or a dissolution of the
Partnership or the Subsidiary Guarantors, as the case may be, or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Partnership or the Subsidiary Guarantors, as the case may be, or
their respective property:

         (a) holders of Senior Indebtedness of the Partnership or any Subsidiary
Guarantor, as the case may be, shall be entitled to receive payment in full in
cash of such Senior Indebtedness of such Person (including interest (if any),
accruing on or after the commencement of a proceeding in bankruptcy, whether or
not allowed as a claim against the Partnership or the Subsidiary Guarantors, as
the case may be, in such bankruptcy proceeding) before Holders of Subordinated
Debt Securities and any related Guarantee shall be entitled to receive any
payment



                                       52
<PAGE>

of principal of, or premium, if any, or interest on, the Subordinated Debt
Securities from the Partnership, or any payment in respect of the Guarantee from
the Subsidiary Guarantors; and

         (b) until the Senior Indebtedness of the Partnership or any Subsidiary
Guarantor, as the case may be, is paid in full, any distribution to which
Holders of Subordinated Debt Securities and any related Guarantee would be
entitled but for this Article XII shall be made to holders of Senior
Indebtedness of the Partnership or the Subsidiary Guarantors, as the case may
be, as their interests may appear, except that such Holders may receive capital
stock and any debt securities that are subordinated to Senior Indebtedness of
the Partnership or the Subsidiary Guarantors, as the case may be, to at least
the same extent as the Subordinated Debt Securities of the Partnership or the
related Guarantee of any Subsidiary Guarantor, respectively.

         Section 12.03. Default on Senior Indebtedness. The Partnership and the
Subsidiary Guarantors may not pay the principal of, or premium, if any, or
interest on, the Subordinated Debt Securities or any related Guarantee or make
any deposit pursuant to Article XI and may not repurchase, redeem or otherwise
retire (except, in the case of Subordinated Debt Securities that provide for a
mandatory sinking fund pursuant to Section 3.05, by the delivery of Subordinated
Debt Securities by the Partnership to the Trustee pursuant to the first
paragraph of Section 3.05) any Subordinated Debt Securities (collectively, "pay
the Subordinated Debt Securities") if any principal, premium or interest in
respect of Senior Indebtedness of such Person is not paid within any applicable
grace period (including at maturity) or any other default on Senior Indebtedness
of such Person occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either 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 Subsidiary Guarantors may make payments on the Subordinated
Debt Securities or any related Guarantee without regard to the foregoing if the
Partnership and the Trustee receive written notice approving such payment from
the Representative of each issue of Designated Senior Indebtedness. During the
continuance of any other default with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Partnership and the Subsidiary Guarantors may not make payments on the
Subordinated Debt Securities or any related Guarantee for a period (a "Payment
Blockage Period") commencing upon the receipt by the Partnership and the Trustee
(and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor,
the Subsidiary Guarantor) of written notice of such default from the
Representative of any Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period (a "Blockage Notice") and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated by written
notice to the Trustee and the Partnership (and if such Designated Senior
Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from
the Person or Persons who gave such Blockage Notice, by repayment in full in
cash of such Designated Senior Indebtedness or because the default giving rise
to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in Section 12.02 and the first sentence of this Section 12.03), unless
the holders of such Designated Senior Indebtedness or the Representative of such
holders shall have accelerated the maturity of such Designated Senior
Indebtedness, the Partnership and the Subsidiary Guarantors may resume payments
on the Subordinated Debt Securities and related Guarantees after such Payment
Blockage Period. Not



                                       53
<PAGE>

more than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to any number of issues of
Designated Senior Indebtedness during such period, unless otherwise specified
pursuant to Section 2.03 for the Subordinated Debt Securities of a series;
provided, however, that in no event may the total number of days during which
any Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period. For purposes of this Section
12.03, no default or event of default which existed or was continuing on the
date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Payment Blockage Period shall be,
or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness, whether or
not within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90
consecutive days.

         Section 12.04. Acceleration of Payment of Debt Securities. If payment
of the Subordinated Debt Securities is accelerated because of an Event of
Default, the Partnership shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration.

         Section 12.05. When Distribution Must Be Paid Over. If a distribution
is made to Holders of Subordinated Debt Securities or a related Guarantee that
because of this Article XII should not have been made to them, the Holders who
receive such distribution shall hold it in trust for holders of Senior
Indebtedness and pay it over to them as their interests may appear.

         Section 12.06. Subrogation. After all Senior Indebtedness is paid in
full and until the Subordinated Debt Securities are paid in full, Holders
thereof shall be subrogated to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness. A distribution made
under this Article XII to holders of Senior Indebtedness which otherwise would
have been made to Holders of Subordinated Debt Securities is not, as between the
Partnership or the Subsidiary Guarantors, as the case may be, and such Holders,
a payment by the Partnership or the Subsidiary Guarantors, as the case may be,
on Senior Indebtedness.

         Section 12.07. Relative Rights. This Article XII defines the relative
rights of Holders of Subordinated Debt Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall:

         (a) impair, as between the Partnership or the Subsidiary Guarantors, as
the case may be, and Holders of either Subordinated Debt Securities or Debt
Securities, the obligation of the Partnership or the Subsidiary Guarantors, as
the case may be, which is absolute and unconditional, to pay principal of, and
premium, if any, and interest on, the Subordinated Debt Securities and the Debt
Securities in accordance with their terms; or

         (b) prevent the Trustee or any Holder of either Subordinated Debt
Securities or Debt Securities from exercising its available remedies upon an
Event of Default, subject to the rights of holders of Senior Indebtedness to
receive distributions otherwise payable to Holders of Subordinated Debt
Securities.



                                       54
<PAGE>

         Section 12.08. Subordination May Not Be Impaired by Partnership. No
right of any holder of Senior Indebtedness to enforce the subordination of the
Debt evidenced by the Subordinated Debt Securities and the Guarantee in respect
thereof shall be impaired by any act or failure to act by the Partnership or the
Subsidiary Guarantors or by its failure to comply with this Indenture.

         Section 12.09. Rights of Trustee and Paying Agent. Notwithstanding
Sections 12.02 and 12.03, the Trustee or any paying agent may continue to make
payments on Subordinated Debt Securities and shall not be charged with knowledge
of the existence of facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a
responsible officer of the Trustee receives notice satisfactory to it that
payments may not be made under this Article XII. The Partnership, the Registrar,
any paying agent, a Representative or a holder of Senior Indebtedness may give
the notice; provided, however, that, if an issue of Senior Indebtedness has a
Representative, only the Representative may give the notice on behalf of the
Holders of the Senior Indebtedness of that issue.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and any paying agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this Article XII with respect
to any Senior Indebtedness which may at any time be held by it, to the same
extent as any other holder of Senior Indebtedness; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article XII shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

         Section 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

         Section 12.11. Article XII Not to Prevent Defaults or Limit Right to
Accelerate. The failure to make a payment pursuant to the Subordinated Debt
Securities, whether directly or pursuant to the Guarantee, by reason of any
provision in this Article XII shall not be construed as preventing the
occurrence of a Default. Nothing in this Article XII shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of either the
Subordinated Debt Securities or the Debt Securities, as the case may be.

         Section 12.12. Trust Moneys Not Subordinated. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article XI by the Trustee for the
payment of principal of, and premium, if any, and interest on, the Subordinated
Debt Securities or the Debt Securities shall not be subordinated to the prior
payment of any Senior Indebtedness or subject to the restrictions set forth in
this Article XII, and none of the Holders thereof shall be obligated to pay over
any such amount to the Partnership, the Subsidiary Guarantors or any holder of
Senior Indebtedness of the Partnership or the Subsidiary Guarantors or any other
creditor of the Partnership or the Guarantor.

         Section 12.13. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article XII, the Trustee and the Holders shall be
entitled to rely upon any order or decree



                                       55
<PAGE>

of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 12.02 are pending, upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to such Holders or upon the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other Debt of the Partnership or the Subsidiary Guarantors, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XII. In the event that the
Trustee determines, in good faith, that evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article XII, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article XII, and, if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article XII.

         Section 12.14. Trustee to Effectuate Subordination. Each Holder by
accepting a Subordinated Debt Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders of Subordinated Debt Securities
and the holders of Senior Indebtedness as provided in this Article XII and
appoints the Trustee as attorney-in-fact for any and all such purposes.

         Section 12.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Holders of Subordinated Debt
Securities or the Partnership or the Subsidiary Guarantors or any other Person,
money or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

         Section 12.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Subordinated Debt Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Subordinated Debt Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         Section 13.01. Successors and Assigns of Partnership Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Partnership, the Subsidiary
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.



                                       56
<PAGE>

         Section 13.02. Acts of Board, Committee or Officer of Successor
Partnership Valid. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Partnership or the Subsidiary Guarantors shall and may be done
and performed with like force and effect by the like board, committee or officer
of any Successor Partnership.

         Section 13.03. Required Notices or Demands. Any notice or communication
by the Partnership, the Subsidiary Guarantors or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by registered or
certified mail (return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the other's address:

         If to the Partnership or the Subsidiary Guarantors:

         Williams Energy Partners L.P.
         Williams GP Inc.
         Williams OLP, L.P.
         Williams Acquisition (DE) LLC
         Williams NGL, LLC
         Williams Pipelines Holdings, L.P.
         Williams Terminals Holdings, L.P.
         Williams Ammonia Pipeline, L.P.
         Williams Fractionation Holdings, L.P.

         Attention: Chief Financial Officer
         Telecopy No. 918-573-3005

         If to the Trustee:

         [                    ]
          --------------------

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

         All notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; on the first Business
Day on or after being sent, if telecopied and the sender receives confirmation
of successful transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

         Any notice required or permitted to a Holder by the Partnership, the
Subsidiary Guarantors or the Trustee pursuant to the provisions of this
Indenture shall be deemed to be properly mailed by being deposited postage
prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Debt Security Register. Any
report pursuant to Section 313 of the TIA shall be transmitted in compliance
with subsection (c) therein.

         Notwithstanding the foregoing, any notice to Holders of Floating Rate
Debt Securities regarding the determination of a periodic rate of interest, if
such notice is required pursuant to



                                       57
<PAGE>

Section 2.03, shall be sufficiently given if given in the manner specified
pursuant to Section 2.03.

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

         In the event it shall be impracticable to give notice by publication,
then such notification as shall be given with the approval of the Trustee shall
constitute sufficient notice for every purpose hereunder.

         Failure to mail a notice or communication to a Holder or any defect in
it or any defect in any notice by publication as to a Holder shall not affect
the sufficiency of such notice with respect to other Holders. If a notice or
communication is mailed or published in the manner provided above, it is
conclusively presumed duly given.

         Section 13.04. Indenture and Debt Securities to Be Construed in
Accordance with the Laws of the State of New York. THIS INDENTURE, EACH DEBT
SECURITY AND THE GUARANTEE SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID
STATE.

         Section 13.05. Officers' Certificate and Opinion of Counsel to Be
Furnished upon Application or Demand by the Partnership. Upon any application or
demand by the Partnership to the Trustee to take any action under any of the
provisions of this Indenture, the Partnership shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the Person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such Person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         Section 13.06. Payments Due on Legal Holidays. In any case where the
date of maturity of interest on or principal of and premium, if any, on the Debt
Securities of a series or the date fixed for redemption or repayment of any Debt
Security or the making of any sinking fund payment shall not be a business day
at any Place of Payment for the Debt Securities of such series, then payment of
interest or principal and premium, if any, or the making of such sinking



                                       58
<PAGE>

fund payment need not be made on such date at such Place of Payment, but may be
made on the next succeeding business day at such Place of Payment with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date. If a
record date is not a business day, the record date shall not be affected.

         Section 13.07. Provisions Required by TIA to Control. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included in
this Indenture by any of Sections 310 to 318, inclusive, of the TIA, such
required provision shall control.

         Section 13.08. Computation of Interest on Debt Securities. Interest, if
any, on the Debt Securities shall be computed on the basis of a 360-day year of
twelve 30-day months, except as may otherwise be provided pursuant to Section
2.03.

         Section 13.09. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and any paying agent may make reasonable rules for their functions.

         Section 13.10. No Recourse Against Others. The General Partner and its
directors, officers, employees, incorporators and stockholders, as such, shall
have no liability for any obligations of the Subsidiary Guarantors or the
Partnership under the Debt Securities, the Indenture or the Guarantee or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. By accepting a Debt Security, each Holder shall waive and release all
such liability. The waiver and release shall be part of the consideration for
the issue of the Debt Securities.

         Section 13.11. Severability. In case any provision in this Indenture or
the Debt Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         Section 13.12. Effect of Headings. The article and section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

         Section 13.13. Indenture May Be Executed in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

                                   ARTICLE XIV
                                    GUARANTEE

         Section 14.01. Unconditional Guarantee.

         (a) Notwithstanding any provision of this Article XIV to the contrary,
the provisions of this Article XIV shall be applicable only to, and inure solely
to the benefit of, the Debt Securities of any series designated, pursuant to
Section 2.03, as entitled to the benefits of the Guarantee of each of the
Subsidiary Guarantors.



                                       59
<PAGE>

         (b) For value received, each of the Subsidiary Guarantors hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Debt Securities and all other amounts due and payable
under this Indenture and the Debt Securities by the Partnership, when and as
such principal, premium, if any, and interest shall become due and payable,
whether at the stated maturity or by declaration of acceleration, call for
redemption or otherwise, according to the terms of the Debt Securities and this
Indenture, subject to (i) the limitations set forth in Section 14.03 and (ii) in
the case of the Guarantee of the Subordinated Debt Securities, to the
subordination provisions contained in Article XII.

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

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



                                       60
<PAGE>

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

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

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

         Section 14.02. Execution and Delivery of Guarantee. To further evidence
the Guarantee set forth in Section 14.01, each of the Subsidiary Guarantors
hereby agrees that a notation relating to such Guarantee, substantially in the
form attached hereto as Annex A, shall be endorsed on each Debt Security
entitled to the benefits of the Guarantee authenticated and delivered by the
Trustee and executed by either manual or facsimile signature of an officer of
such Subsidiary Guarantor, or in the case of a Subsidiary Guarantor that is a
limited partnership,



                                       61
<PAGE>

an officer of the general partner of each Subsidiary Guarantor. Each of the
Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
14.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Debt Security a notation relating to the Guarantee. If any
officer of the Subsidiary Guarantor, or in the case of a Subsidiary Guarantor
that is a limited partnership, any officer of the general partner of the
Subsidiary Guarantor, whose signature is on this Indenture or a Debt Security no
longer holds that office at the time the Trustee authenticates such Debt
Security or at any time thereafter, the Guarantee of such Debt Security shall be
valid nevertheless. The delivery of any Debt Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors.

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

         Section 14.03. Limitation on Subsidiary Guarantors' Liability.

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

         Section 14.04. Release of Subsidiary Guarantors from Guarantee.

         (a) Notwithstanding any other provisions of this Indenture, the
Guarantee of any Subsidiary Guarantor may be released upon the terms and subject
to the conditions set forth in this Section 14.04. Provided that no Default
shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article XIV 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 limited partnership or other equity interests in such Subsidiary
Guarantor (provided such sale, exchange or transfer is not prohibited by this
Indenture) or (B) the merger of such Subsidiary Guarantor into the Partnership
or any other Subsidiary Guarantor or the liquidation and dissolution of such
Subsidiary Guarantor (in each case to the extent not prohibited by this
Indenture) or (ii) following delivery of a written notice of such release or
discharge by the Partnership to the Trustee, upon the release or discharge of
all guarantees by such Subsidiary Guarantor of any Debt of the Partnership other
than obligations arising under this Indenture and any Debt Securities issued
hereunder, except a discharge or release by or as a result of payment under such
guarantees.



                                       62
<PAGE>

         (b) The Trustee shall deliver an appropriate instrument evidencing any
release of a Subsidiary Guarantor from the Guarantee upon receipt of a written
request of the Partnership accompanied by an Officers' Certificate and an
Opinion of Counsel the Subsidiary Guarantor is entitled to such release in
accordance with the provisions of this Indenture. Any Subsidiary Guarantor not
so released remains liable for the full amount of principal of (and premium, if
any, on) and interest on the Debt Securities entitled to the benefits of such
Guarantee as provided in this Indenture, subject to the limitations of Section
14.03.

         Section 14.05. Subsidiary Guarantor Contribution. In order to provide
for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors shall agree, inter se, that in the event any payment or
distribution is made by any Subsidiary Guarantor (a "Funding Guarantor") under
its Guarantee, such Funding Guarantor shall be entitled to a contribution from
each other Subsidiary Guarantor (if any) in a pro rata amount based on the net
assets of each Subsidiary Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Partnership's obligations with respect to the Debt Securities or any other
Subsidiary Guarantor's obligations with respect to its Guarantee.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



                                       63
<PAGE>

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

                                       WILLIAMS ENERGY PARTNERS L.P.

                                       By:  WILLIAMS GP LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       WILLIAMS GP INC.


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS OLP, L.P.

                                       By:  WILLIAMS GP INC.,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       WILLIAMS ACQUISITION (DE) LLC


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       64
<PAGE>

                                       WILLIAMS TERMINALS HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS PIPELINES HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer

                                       WILLIAMS AMMONIA PIPELINE, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS NGL, LLC

                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                       65
<PAGE>

                                       WILLIAMS FRACTIONATION HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       [                    ], as Trustee
                                        --------------------


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



                                       66
<PAGE>

                                                                         ANNEX A

                              NOTATION OF GUARANTEE

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

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



                                       WILLIAMS GP INC.


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS OLP, L.P.

                                       By:  WILLIAMS GP INC.,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer




                                       WILLIAMS ACQUISITION (DE) LLC


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                      A-1
<PAGE>

                                       WILLIAMS TERMINALS HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS PIPELINES HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer

                                       WILLIAMS AMMONIA PIPELINE, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       WILLIAMS NGL, LLC

                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer



                                      A-2
<PAGE>

                                       WILLIAMS FRACTIONATION HOLDINGS, L.P.

                                       By:  WILLIAMS NGL, LLC,
                                            Its General Partner


                                       By:
                                            ------------------------------------
                                            Don R. Wellendorf
                                            Senior Vice President, Chief
                                            Financial Officer and Treasurer


                                       [                    ], as Trustee
                                        --------------------


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



                                      A-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>h94693ex5-1.txt
<DESCRIPTION>OPINION OF VINSON & ELKINS L.L.P. - LEGALITY
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1


                       [VINSON & ELKINS L.L.P. LETTERHEAD]




March 7, 2002



Williams Energy Partners L.P.
Williams GP Inc.
Williams OLP, L.P.
Williams Acquisition (DE) LLC
Williams NGL, LLC
Williams Pipelines Holdings, L.P.
Williams Terminals Holdings, L.P.
Williams Ammonia Pipeline, L.P.
Williams Fractionation Holdings, L.P.
One Williams Center
Tulsa, Oklahoma 74172


Ladies and Gentlemen:

         We have acted as counsel for Williams Energy Partners L.P., a Delaware
limited partnership (the "Partnership"), with respect to certain legal matters
in connection with the registration by the Partnership under the Securities Act
of 1933, as amended (the "Securities Act"), of the offer and sale by the
Partnership from time to time, pursuant to Rule 415 under the Securities Act, of
(i) units representing limited partner interests in the Partnership (the
"Units"), (ii) unsecured debt securities, in one or more series, consisting of
notes, debentures or other evidences of indebtedness (the "Debt Securities") and
(iii) guarantees (the "Guarantees") of such Debt Securities by Williams GP Inc.,
a Delaware corporation ("GP Inc."), Williams OLP, L.P., a Delaware limited
partnership ("Williams OLP"), Williams Acquisition (DE) LLC, a Delaware limited
liability company ("Acquisition LLC"), Williams NGL, LLC, a Delaware limited
liability company, ("WNGL LLC"), Williams Pipelines Holdings, L.P., a Delaware
limited partnership ("WPH LP"), Williams Terminals Holdings, L.P., a Delaware
limited partnership ("WTH LP"), Williams Ammonia Pipeline, L.P., a Delaware
limited partnership ("WAP LP") and Williams Fractionation Holdings, L.P.
("Holdings LP" and together with GP Inc., Williams OLP, Acquisition LLC, WNGL
LLC, WPH LP, WTH LP and WAP LP, the "Subsidiary Guarantors"). The Units, Debt
Securities and Guarantees are collectively referred to herein as the
"Securities." We have also participated in the preparation of the Prospectus
(the "Prospectus") contained in the Partnership's Registration Statement on Form
S-3 (the "Registration Statement") to which this opinion is an exhibit.
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Prospectus.

         In rendering the opinions set forth below, we have examined and relied
upon (i) the Registration Statement, including the Prospectus; (ii) the Amended
and Restated Agreement of Limited Partnership of the Partnership; (iii) the
Certificate of Incorporation and Bylaws of GP Inc., (iv) the Amended and
Restated Agreement of Limited Partnership of Williams OLP; (v) the



<PAGE>
Page 2
March 7, 2002


Limited Liability Company Agreement of Acquisition LLC; (vi) the Limited
Liability Company Agreement of WNGL LLC; (vii) the Agreement of Limited
Partnership of WPH LP; (viii) the Agreement of Limited Partnership of WTH LP;
(ix) the Agreement of Limited Partnership of WAP LP; (x) the Agreement of
Limited Partnership of Holdings LP; (xi) the forms of Senior and Subordinated
Indenture filed as exhibits to the Registration Statement and (xii) such
certificates, statutes and other instruments and documents as we consider
appropriate for purposes of the opinions hereafter expressed.

         In connection with this opinion, we have assumed that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement; (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Partnership and the other parties thereto; and (v) any
Securities issuable upon conversion, exchange or exercise of any Security being
offered will be duly authorized, created and, if appropriate, reserved for
issuance upon such conversion, exchange or exercise.

         Based upon and subject to the foregoing, we are of the opinion that:

         1.       With respect to the Units, when (i) the Partnership has taken
                  all necessary action to approve the issuance of such Units,
                  the terms of the offering and related matters and (ii) the
                  Units have been issued and delivered in accordance with the
                  terms of the applicable definitive purchase, underwriting or
                  similar agreement approved by the Partnership upon payment of
                  the consideration therefor provided for therein, then the
                  Units will be validly issued, fully paid and nonassessable.

         2.       With respect to the Debt Securities and the Guarantees, when
                  (i) the Indenture has been duly qualified under the Trust
                  Indenture Act of 1939, as amended; (ii) the Partnership and
                  the Subsidiary Guarantors have taken all necessary action to
                  approve the issuance and terms of such Debt Securities and
                  Guarantees, the terms of the offering thereof and related
                  matters; and (iii) such Debt Securities and Guarantees have
                  been duly executed, authenticated, issued and delivered in
                  accordance with the provisions of the Indenture and the
                  applicable definitive purchase, underwriting or similar
                  agreement approved by the Partnership and the Subsidiary
                  Guarantors upon payment of the consideration therefor provided
                  for therein, such Debt Securities and Guarantees will be
                  legally issued and will constitute valid and legally binding
                  obligations of the Partnership and the Subsidiary Guarantors,
                  respectively, enforceable against the Partnership and the
                  Subsidiary Guarantors in accordance with their terms, except
                  as such enforcement is subject to any applicable bankruptcy,
                  insolvency, reorganization, fraudulent conveyance or other law
                  relating to or affecting creditors' rights generally and
                  general principles of equity.



<PAGE>

Page 3
March 7, 2002


         The opinions expressed herein are qualified in the following respects:

         A.       We have assumed, without independent verification, that the
                  certificates for the Units will conform to the specimens
                  thereof examined by us and will have been duly countersigned
                  by a transfer agent and duly registered by a registrar of the
                  Units.

         B.       We have assumed that (i) each document submitted to us for
                  review is accurate and complete, each such document that is an
                  original is authentic, each such document that is a copy
                  conforms to an authentic original and all signatures on each
                  such document are genuine, and (ii) each certificate from
                  governmental officials reviewed by us is accurate, complete
                  and authentic, and all official public records are accurate
                  and complete.

         C.       This opinion is limited in all respects to federal laws, the
                  Delaware Revised Uniform Limited Partnership Act, the Delaware
                  General Corporation Law, the Delaware Limited Liability
                  Company Act and the Constitution of the State of Delaware, as
                  interpreted by the courts of the State of Delaware and of the
                  United States.

         We hereby consent to the references to this firm under the caption
"Legal" in the Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder.

Very truly yours,



/s/ Vinson & Elkins L.L.P.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>6
<FILENAME>h94693ex8-1.txt
<DESCRIPTION>OPINION OF VINSON & ELKINS L.L.P. - TAX MATTERS
<TEXT>
<PAGE>
                                                                     EXHIBIT 8.1

                      [VINSON & ELKINS L.L.P. LETTERHEAD]


Williams Energy Partners L.P.
One Williams Center
Tulsa, Oklahoma 74172

         RE: WILLIAMS ENERGY PARTNERS L.P.; REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as counsel for Williams GP LLC (the "General Partner")
and Williams Energy Partners L.P., a Delaware limited partnership (the
"Partnership"), with respect to certain legal matters in connection with the
registration by the Partnership under the Securities Act of 1933, as amended
(the "Securities Act"), of the offer and sale by the Partnership from time to
time, pursuant to Rule 415 under the Securities Act, of (i) units representing
limited partner interests in the Partnership (the "Units"), (ii) unsecured debt
securities, in one or more series, consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities") and (iii) guarantees (the
"Guarantees") of such Debt Securities by Williams GP Inc., a Delaware
corporation, Williams OLP, L.P., a Delaware limited partnership, Williams
Acquisition (DE) LLC, a Delaware limited liability company, Williams NGL, LLC, a
Delaware limited liability company, Williams Pipelines Holdings, L.P., a
Delaware limited partnership, Williams Terminals Holdings, L.P., a Delaware
limited partnership, Williams Ammonia Pipeline, L.P., a Delaware limited
partnership, and Williams Fractionation Holdings, L.P., a Delaware limited
partnership. We have also participated in the preparation of the Prospectus (the
"Prospectus") contained in the Partnership's Registration Statement on Form S-3
(the "Registration Statement") to which this opinion is an exhibit.

         In connection therewith, we prepared the discussion set forth under the
caption "Material Tax Consequences" in the Prospectus (the "Discussion").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Prospectus.

         All statements of legal conclusions contained in the Discussion, unless
otherwise noted, are our opinion with respect to the matters set forth therein
as of the effective date of the Registration Statement. In addition, we are of
the opinion that the federal income tax discussion in the Registration Statement
with respect to those matters as to which no legal conclusions are provided is
an accurate discussion of such federal income tax matters (except for the
representations and statements of fact of the Partnership and the 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 use of our name in the Registration Statement.
This consent does not constitute an admission that we are "experts" within the
meaning of such term as used in the Securities Act of 1933, as amended.

                                             Very truly yours,

                                             /s/ VINSON & ELKINS L.L.P.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>7
<FILENAME>h94693ex12-1.txt
<DESCRIPTION>STATEMENT OF COMPUTATION OF RATIO OF EARNINGS
<TEXT>
<PAGE>
                                                                    EXHIBIT 12.1


                          WILLIAMS ENERGY PARTNERS L.P.

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)


<Table>
<Caption>
                                                                    Years Ended December 31,
                                                     ------------------------------------------------------
                                                       2001        2000        1999       1998       1997
                                                     --------    --------    --------   --------   --------
<S>                                                  <C>         <C>         <C>        <C>        <C>
Earnings:
Income from continuing operations before
   provision for income taxes and minority
   interest ......................................   $ 22,163    $  4,847    $ 10,910   $  9,432   $  7,837
     Add:
         Fixed charges ...........................      7,071      12,873       4,775         --         --
         Less:  Interest capitalized .............       (139)        (46)         --         --         --
                                                     --------    --------    --------   --------   --------


              Total earnings as adjusted .........   $ 29,095    $ 17,674    $ 15,685   $  9,432   $  7,837
                                                     ========    ========    ========   ========   ========

Fixed charges:
     Interest expense - net ......................   $  6,932    $ 12,827    $  4,775   $     --   $     --
     Interest capitalized ........................        139          46          --         --         --
                                                     --------    --------    --------   --------   --------

               Fixed charges .....................   $  7,071    $ 12,873    $  4,775   $     --   $     --
                                                     ========    ========    ========   ========   ========
Ratio of earnings to fixed
     charges .....................................       4.11        1.37        3.28         --         --
                                                     ========    ========    ========   ========   ========
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>h94693ex23-1.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1

                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Williams Energy
Partners L.P. (the Company), for the registration of $1,800,000,000 of Debt and
Equity Securities and to the incorporation by reference therein of our reports
dated March 4, 2002, with respect to the consolidated financial statements of
the Company and to the consolidated balance sheet of Williams GP LLC included in
the Company's Annual Report (Form 10-K) for the year ended December 31, 2001,
filed with the Securities and Exchange Commission.


                                             /s/ ERNST & YOUNG LLP
                                             ---------------------------------
                                                 Ernst & Young LLP

Tulsa, Oklahoma
March 4, 2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>9
<FILENAME>h94693ex24-1.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.1


                          WILLIAMS ENERGY PARTNERS L.P.

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of WILLIAMS GP LLC, a Delaware limited
liability company ("GP"), acting as the General Partner of WILLIAMS ENERGY
PARTNERS L.P., a Delaware limited partnership ("WEG"), does hereby constitute
and appoint CRAIG R. RICH and SUZANNE H. COSTIN their true and lawful attorneys
and each of them (with full power to act without the others) their true and
lawful attorneys for them and in their name and in their capacity as a director
or officer, or both, of GP, as hereinafter set forth below their signature, to
sign one or more registration statements on Form S-3 for the registration under
the Securities Act of 1933, as amended, with respect to not more than One
Billion Eight Hundred Million Dollars ($1,800,000,000), plus any upsizing
permitted by Rule 462(b) or other similar Rules and Regulations promulgated
under the Securities Act of 1933, as amended, of debt and/or equity securities
of WEG and any and all amendments and post-effective amendments to said
registration statement and any and all instruments necessary or incidental in
connection therewith; and

                  THAT the undersigned GP, acting as the General Partner of WEG,
does hereby constitute and appoint CRAIG R. RICH and SUZANNE H. COSTIN its true
and lawful attorneys and each of them (with full power to act without the
others) its true and lawful attorney for it and in its name and on its behalf to
sign said registration statement and any and all amendments and post-effective
amendments thereto and any and all instruments necessary or incidental in
connection therewith.

                  Each of said attorneys shall have full power of substitution
and resubstitution, and said attorneys or any of them or any substitute
appointed by any of them hereunder shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.

                  IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 4th day of March, 2002.


/s/ Steven J. Malcolm                        /s/ Don R. Wellendorf
--------------------------------------       -----------------------------------
Steven J. Malcolm                            Don R. Wellendorf
Chairman of the Board, Chief Financial       Senior Vice President, Chief
Executive Officer, and Director              Officer and Treasurer
(Principal Executive Officer)                (Principal Accounting Officer and
                                             Controller)


<PAGE>

                                                                          Page 2


/s/ Keith E. Bailey                          /s/ Phillip D. Wright
--------------------------------------       -----------------------------------
Keith E. Bailey                              Phillip D. Wright
Director                                     Director


                                             /s/ Don J. Gunther
--------------------------------------       -----------------------------------
William A. Bruckmann, III                    Don J. Gunther
Director                                     Director


/s/ William W. Hanna
--------------------------------------
William W. Hanna
Director




                               WILLIAMS GP LLC, acting as the General Partner of
                               WILLIAMS ENERGY PARTNERS L.P.



                               By: /s/ Steven J. Malcolm
                                   ---------------------------------------------
                                   Steven J. Malcolm
                                   Chief Executive Officer



ATTEST:



/s/ Suzanne H. Costin
--------------------------------------
Suzanne H. Costin
Secretary



</TEXT>
</DOCUMENT>
</SUBMISSION>
