INDENTURE Dated as of October 24, 2005

Indenture Agreement

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RPM INTERNATIONAL INC/DE/ | THE BANK OF NEW YORK TRUST COMPANY, N.A.

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Title: INDENTURE Dated as of October 24, 2005
Governing Law: New York Date: 10/25/2005
Industry: Chemical Manufacturing Law Firm: Calfee, Halter & Griswold LLP Sector: Basic Materials

INDENTURE

Dated as of October 24, 2005
, Parties: rpm international inc/de/ , the bank of new york trust company n.a.

<PAGE>

EXHIBIT 4.1

EXECUTION COPY

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RPM UNITED KINGDOM G.P.

(a U.K. general partnership)

RPM CANADA (an Ontario partnership) and

RPM CANADA INVESTMENT COMPANY (a Nova Scotia unlimited company)

as its general partners, and in its name

RPM INTERNATIONAL INC.

(a Delaware corporation)

as Guarantor,

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee

6.70% Senior Notes due 2015

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INDENTURE

Dated as of October 24, 2005

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<PAGE>

CROSS REFERENCE TABLE*

<TABLE>

TIA Section Indenture Section

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<S> <C>

310(a)(1)................................................... 7.10

(a)(2)................................................... 7.10

(a)(3)................................................... N.A.

(a)(4)................................................... N.A.

(b)...................................................... 7.08; 7.10

(c)...................................................... N.A.

311(a)...................................................... 7.11

(b)...................................................... 7.11

(c)...................................................... N.A.

312(a)...................................................... 2.08

(b)...................................................... 12.03

(c)...................................................... 12.03

313(a)...................................................... 7.06

(b)(1)................................................... N.A.

(b)(2)................................................... 7.06

(c)...................................................... 12.02

(d)...................................................... 7.06

314(a)...................................................... 4.02; 4.03; 12.02

(b)...................................................... N.A.

(c)(1)................................................... 12.04

(c)(2)................................................... 12.04

(c)(3)................................................... N.A.

(d)...................................................... N.A.

(e)...................................................... 12.05

(f)...................................................... N.A.

315(a)...................................................... 7.01

(b)...................................................... 7.05; 12.02

(c)...................................................... 7.01

(d)...................................................... 7.01

(e)...................................................... 6.11

316(a) (last sentence)...................................... 2.11

(a)(1)(A)................................................ 6.05

(a)(1)(B)................................................ 6.04

(a)(2)................................................... N.A.

(b)...................................................... 6.07

317(a)(1)................................................... 6.08

(a)(2)................................................... 6.09

(b)...................................................... 2.07

318(a)...................................................... 12.01

</TABLE>

N.A. means Not Applicable.

* Note: This Cross Reference Table shall not, for any purpose, be deemed to

be part of the Indenture.

<PAGE>

<TABLE>

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions............................................................ 2

SECTION 1.02 Other Definitions...................................................... 11

SECTION 1.03 Incorporation by Reference of the TIA.................................. 12

SECTION 1.04 Rules of Construction.................................................. 12

SECTION 1.05 Acts of Holders........................................................ 12

ARTICLE 2

THE SECURITIES

SECTION 2.01 Form and Dating........................................................ 13

SECTION 2.02 Global Securities in General........................................... 14

SECTION 2.03 Book-Entry Provisions.................................................. 14

SECTION 2.04 Certificated Securities................................................ 15

SECTION 2.05 Execution and Authentication........................................... 15

SECTION 2.06 Registrar and Paying Agent............................................. 17

SECTION 2.07 Paying Agent to Hold Money and Securities in Trust..................... 17

SECTION 2.08 Holder Lists........................................................... 18

SECTION 2.09 Transfer and Exchange.................................................. 18

SECTION 2.10 Replacement Securities................................................. 20

SECTION 2.11 Outstanding Securities; Determinations of Holders' Action.............. 20

SECTION 2.12 Temporary Securities................................................... 21

SECTION 2.13 Cancellation........................................................... 21

SECTION 2.14 Persons Deemed Owners.................................................. 21

SECTION 2.15 Transfers of Global Securities......................................... 22

SECTION 2.16 CUSIP Numbers.......................................................... 26

SECTION 2.17 Restrictions on Transfer............................................... 26

ARTICLE 3

REDEMPTION OF SECURITIES AT THE OPTION OF THE PARTNERSHIP

SECTION 3.01 Right to Redeem........................................................ 26

SECTION 3.02 Notice to Holders...................................................... 26

SECTION 3.03 Selection of Securities to be Redeemed................................. 27

SECTION 3.04 Notice of Redemption................................................... 27

SECTION 3.05 Effect of Notice of Redemption......................................... 28

SECTION 3.06 Deposit of Redemption Price............................................ 28

SECTION 3.07 Securities Redeemed in Part............................................ 28

SECTION 3.08 Repayment to the Partnership........................................... 28

ARTICLE 4

COVENANTS

SECTION 4.01 Payment of Securities.................................................. 29

SECTION 4.02 SEC and Other Reports.................................................. 29

SECTION 4.03 Compliance Certificate................................................. 29

SECTION 4.04 Further Instruments and Acts........................................... 29

SECTION 4.05 Maintenance of Office or Agency........................................ 29

SECTION 4.06 Delivery of Certain Information........................................ 30

</TABLE>

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<TABLE>

SECTION 4.07 Waiver of Compliance................................................... 30

SECTION 4.08 Limitation on Liens.................................................... 30

SECTION 4.09 Restrictions on Sale-Leaseback Transactions............................ 31

SECTION 4.10 Exempted Liens and Sale-Leaseback Transactions......................... 31

SECTION 4.11 Continued Existence.................................................... 31

SECTION 4.12 Additional Amounts..................................................... 31

SECTION 4.13 Maintenance of Properties.............................................. 33

SECTION 4.14 Taxes.................................................................. 34

ARTICLE 5

SUCCESSOR CORPORATION

SECTION 5.01 When Partners, Partnership or Guarantor May Merge or Transfer Assets... 34

SECTION 5.02 Addition of Partners to the Partnership................................ 35

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default...................................................... 35

SECTION 6.02 Acceleration........................................................... 37

SECTION 6.03 Other Remedies......................................................... 38

SECTION 6.04 Waiver of Past Defaults................................................ 38

SECTION 6.05 Control by Majority.................................................... 39

SECTION 6.06 Limitation on Suits.................................................... 39

SECTION 6.07 Rights of Holders to Receive Payment................................... 39

SECTION 6.08 Collection Suit by Trustee............................................. 39

SECTION 6.09 Trustee May File Proofs of Claim....................................... 39

SECTION 6.10 Priorities............................................................. 40

SECTION 6.11 Undertaking for Costs.................................................. 41

SECTION 6.12 Waiver of Stay, Extension or Usury Laws................................ 41

ARTICLE 7

TRUSTEE

SECTION 7.01 Duties of Trustee...................................................... 41

SECTION 7.02 Rights of Trustee...................................................... 42

SECTION 7.03 Individual Rights of Trustee........................................... 44

SECTION 7.04 Trustee's Disclaimer................................................... 44

SECTION 7.05 Notice of Defaults..................................................... 44

SECTION 7.06 Reports by Trustee to Holders.......................................... 44

SECTION 7.07 Compensation and Indemnity............................................. 45

SECTION 7.08 Replacement of Trustee................................................. 45

SECTION 7.09 Successor Trustee by Merger............................................ 46

SECTION 7.10 Eligibility; Disqualification.......................................... 46

SECTION 7.11 Preferential Collection of Claims Against Partnership.................. 46

ARTICLE 8

DISCHARGE OF INDENTURE

SECTION 8.01 Discharge of Liability on Securities................................... 47

SECTION 8.02 Repayment to the Partnership........................................... 47

</TABLE>

<PAGE>

<TABLE>

ARTICLE 9

AMENDMENTS

SECTION 9.01 Without Consent of Holders............................................. 47

SECTION 9.02 With Consent of Holders................................................ 48

SECTION 9.03 Compliance with TIA.................................................... 49

SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions................. 49

SECTION 9.05 Trustee to Sign Supplemental Indentures................................ 49

SECTION 9.06 Effect of Supplemental Indentures...................................... 49

ARTICLE 10

PAYMENTS OF INTEREST

SECTION 10.01 Interest Payments...................................................... 49

SECTION 10.02 Defaulted Interest..................................................... 50

SECTION 10.03 Interest Rights Preserved.............................................. 51

ARTICLE 11

GUARANTEE OF SECURITIES

SECTION 11.01 Full and Unconditional Guarantee....................................... 51

SECTION 11.02 Limitations on Guarantee............................................... 52

SECTION 11.03 Execution and Delivery of Guarantee.................................... 53

SECTION 11.04 Waiver of Subrogation.................................................. 53

SECTION 11.05 Release of the Guarantor............................................... 54

SECTION 11.06 Immediate Payment...................................................... 54

SECTION 11.07 No Set-Off............................................................. 54

SECTION 11.08 Obligations Absolute................................................... 54

SECTION 11.09 Obligations Continuing................................................. 54

SECTION 11.10 Obligations Not Reduced................................................ 54

SECTION 11.11 Obligations Reinstated................................................. 54

SECTION 11.12 Obligations Not Affected............................................... 55

SECTION 11.13 Waiver................................................................. 56

SECTION 11.14 No Obligation to Take Action Against Any Partners or the Partnership... 56

SECTION 11.15 Dealing with the Partnership and Others................................ 56

SECTION 11.16 Default and Enforcement................................................ 57

SECTION 11.17 Amendment.............................................................. 57

SECTION 11.18 Acknowledgment......................................................... 57

SECTION 11.19 Costs and Expenses..................................................... 57

SECTION 11.20 No Merger or Waiver; Cumulative Remedies............................... 57

SECTION 11.21 Survival of Obligations................................................ 58

SECTION 11.22 Guarantee in Addition to Other Obligations............................. 58

SECTION 11.23 Severability........................................................... 58

SECTION 11.24 Successors and Assigns................................................. 58

ARTICLE 12

MISCELLANEOUS

SECTION 12.01 TIA Controls........................................................... 58

SECTION 12.02 Notices................................................................ 58

SECTION 12.03 Communication by Holders with Other Holders............................ 59

</TABLE>

iii

<PAGE>

<TABLE>

SECTION 12.04 Certificate and Opinion as to Conditions Precedent..................... 59

SECTION 12.05 Statements Required in Certificate or Opinion.......................... 60

SECTION 12.06 Separability Clause.................................................... 60

SECTION 12.07 Rules by Trustee, Paying Agent and Registrar........................... 60

SECTION 12.08 Legal Holidays......................................................... 60

SECTION 12.09 GOVERNING LAW; WAIVER OF JURY TRIAL.................................... 60

SECTION 12.10 Submission to Jurisdiction; Agent for Service; Waiver of Immunities.... 60

SECTION 12.11 Judgment Currency...................................................... 61

SECTION 12.12 No Recourse Against Others............................................. 61

SECTION 12.13 Successors............................................................. 61

SECTION 12.14 Multiple Originals..................................................... 62

SECTION 12.15 Force Majeure.......................................................... 62

ARTICLE 13

AGREEMENT OF THE PARTNERS

SECTION 13.01 Joint and Several Liability............................................ 62

SECTION 13.02 Waiver and Release..................................................... 63

SECTION 13.03 Continuing Undertakings................................................ 63

SECTION 13.04 No Set-Off............................................................. 63

SECTION 13.05 No Obligation to Take Action Against the Partnership................... 63

SECTION 13.06 Amendment.............................................................. 63

SECTION 13.07 Acknowledgment......................................................... 63

SECTION 13.08 No Merger or Waiver; Cumulative Remedies............................... 63

SECTION 13.09 Survival............................................................... 64

SECTION 13.10 Article 13 Agreement in Addition to Other Obligations.................. 64

SECTION 13.11 Severability........................................................... 64

SECTION 13.12 Successors and Assigns................................................. 64

</TABLE>

<TABLE>

EXHIBITS

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<S> <C>

Exhibit A Form of Security

Exhibit B Form of Transfer Certificate

Exhibit C Form of Guarantee

</TABLE>

<PAGE>

INDENTURE dated as of October 24, 2005 by and among (a) RPM UNITED

KINGDOM G.P. ("RPM UK"), a general partnership governed by the laws of England

and Wales, by its general partners, RPM CANADA (Registered Name) ("RPM Canada"),

a general partnership registered under the laws of the Province of Ontario, and

RPM Canada Investment Company ("RPM Investment"), an unlimited company existing

under the laws of the Province of Nova Scotia, each as a general partner (each,

a "Partner" and collectively, the "Partners") of, and doing business in the name

of, RPM UK, (b) RPM INTERNATIONAL INC., Delaware corporation, as parent

guarantor (the "Guarantor") and (c) The Bank of New York Trust Company, N.A., a

national banking association (the "Trustee"), and (d) solely for the purposes of

Article 13, each of RPM Canada and RPM Investment in its own capacity. Under the

law of England and Wales, RPM UK is a contractual relationship between the

Partners and is not a legal entity and has no legal distinctive personality

other than that of its Partners. This contractual relationship of the Partners

acting in their capacities as general partners of, and doing business in the

name of, RPM UK is hereinafter referred to as the "Partnership."

RECITALS OF THE PARTNERSHIP

The Partnership has duly authorized the creation of an issue of 6.70%

Senior Notes due 2015 having the terms, tenor, amount and other provisions

hereinafter set forth, and, the Partnership, has duly authorized the execution

and delivery of this Indenture, and, solely for purposes of Article 13, each of

RPM Canada and RPM Investment has duly authorized the execution and delivery of

this Indenture in its own capacity. The Guarantor has duly authorized the

execution and delivery of this Indenture to provide for the issuance of its

Guarantee (as defined herein).

All things necessary to make (i) the Securities, when the Securities

are duly executed by the Partnership, and authenticated and delivered hereunder,

the valid obligations of the Partners, (ii) the Guarantee, when executed by the

Guarantor and delivered hereunder, the legal valid and binding obligations of

the Guarantor, and (iii) to make this Indenture a valid and legally binding

agreement of the Partners doing business in the name of the Partnership and the

Guarantor, in accordance with their and its terms, and for purposes of Article

13 of the Indenture, each of RPM Canada and RPM Investment in its own capacity,

in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the

Securities by the Holders thereof, it is mutually covenanted and agreed, for the

equal and proportionate benefit of all Holders of the Securities, as follows:

<PAGE>

ARTICLE 1

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 or cause the direction of the management and policies of such person,

directly or indirectly, whether through the ownership of voting securities, by

contract or otherwise; and the terms "controlling" and "controlled" have

meanings correlative to the foregoing.

"Applicable Procedures" means, with respect to any transfer or

transaction involving a Global Security or beneficial interest therein, the

rules and procedures of the Depositary for such Security, in each case to the

extent applicable to such transaction and as in effect from time to time.

"Attributable Indebtedness" means, as to any particular lease at any

date as of which the amount thereof is to be determined, the total net amount of

rent (discounted from the respective due dates thereof at the rate per annum set

forth or implicit in the terms of such lease, compounded semi-annually) required

to be paid by the lessee under such lease during the remaining term thereof. The

net amount of rent required to be paid under any such lease for any such period

shall be the total scheduled amount of the rent payable by the lessee with

respect to such period, but may exclude amounts required to be paid on account

of maintenance and repairs, insurance, taxes, assessments, water rates and

similar charges. In the case of any lease that is terminable by the lessee upon

the payment of a penalty or other termination payment, such amount shall be the

amount determined assuming termination upon the first date such lease may be

terminated (in which case the amount shall also include the amount of the

penalty or termination payment, but no rent shall be considered as required to

be paid under such lease subsequent to the first date upon which it may be so

terminated).

"Bankruptcy Law" means any law relating to bankruptcy, insolvency,

receivership, winding-up, liquidation, reorganization or relief of debtors or

any amendment to, succession to or change in any such law, including, without

limitation, the bankruptcy law of the Partners, the Partnership and the

Guarantor's jurisdiction, Insolvency Act 1986 (as amended), Companies' Creditors

Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), Title 11,

United States Code, or any similar law for the relief of debtors of the United

States, Province of Ontario, Province of Nova Scotia or England.

"Board of Directors" means either the board of directors of the

Guarantor or of the Partners, as the case may be, or any duly authorized

committee of such board unless otherwise indicated.

"Board Resolution" means a copy of a resolution that is delivered to

the Trustee, certified by the Secretary or an Assistant Secretary to have been

duly adopted by the Board of Directors and to be in full force and effect on the

date of such certification.

<PAGE>

"Business Day" means any day other than a Saturday, a Sunday or a day

on which banking institutions in The City of New York are authorized or required

by law, regulation or executive order to close.

"Capital Lease Obligation" means, as to any Person, the obligations of

such Person to pay rent or other amounts under a lease of (or other agreement

conveying the right to use) real and/or personal property to the extent such

obligations are required to be classified and accounted for as a capital lease

on a balance sheet of such Person under GAAP (including Statement of Financial

Accounting Standards No. 13 of the Financial Accounting Standards Board) and,

for purposes of this Indenture, the Securities and the Guarantee, the amount of

such obligations shall be the capitalized amount thereof, determined in

accordance with GAAP (including such Statement No. 13).

"Capital Stock" means, with respect to any Person, any and all shares,

interests, participations or other equivalents (however designated) in the

equity interests of such Person, including, without limitation, (i) with respect

to a corporation, common stock, preferred stock and any other capital stock,

(ii) with respect to a partnership, partnership interests (whether general or

limited), and (iii) with respect to a limited liability company, limited

liability company interests.

"Certificated Securities" means any of the Securities, held in

definitive form, containing the same terms and provisions as the Global

Securities, and evidencing all or part of a series of Securities authenticated

and delivered pursuant to the terms of this Indenture, but that do not bear the

Global Securities Legend.

"Commission" means the U.S. Securities and Exchange Commission.

"Comparable Treasury Issue" means the United States Treasury security

selected by the Independent Investment Banker as having a maturity comparable to

the remaining term of the Securities that would be utilized, at the time of

selection and in accordance with customary financial practice, in pricing new

issues of corporate debt securities of comparable maturity to the remaining term

of such Securities.

"Comparable Treasury Price" means, with respect to any Redemption

Date, (i) average of the bid and asked prices for the Comparable Treasury Issue

(expressed in each case as a percentage of its principal amount) on the third

Business Day preceding such Redemption Date, as set forth in the H.15 Daily

Update of the Federal Reserve Bank, or (ii) if such release (or any successor

release) is not published or does not contain prices on such Business Day, the

Reference Treasury Dealer Quotations for such Redemption Date.

"Consolidated Net Worth" means, at any time, the consolidated

stockholders' equity of the Guarantor and its Subsidiaries calculated on a

consolidated basis as of such time.

"Corporate Trust Office" means the principal office of the Trustee at

which at any time its corporate trust business shall be administered, which

office at the date hereof is located at 2 North LaSalle Street, Suite 1020,

Chicago, Illinois 60602, Attention: Corporate Trust Administration, or such

other address as the Trustee may designate from time to time by notice

<PAGE>

to the Partnership, or the principal corporate trust office of any successor

Trustee (or such other address as a successor Trustee may designate from time to

time by notice to the Partnership).

"Custodian" means any receiver, trustee, assignee, liquidator,

custodian or similar official under any Bankruptcy Law.

"Default" means any event which is, or after notice or passage of time

or both would be, an Event of Default.

"Depositary" means, with respect to any Global Securities, a clearing

agency that is registered as such under the Exchange Act and is designated by

the Partnership to act as Depositary for such Global Securities (or any

successor securities clearing agency so registered), which shall initially be

DTC.

"Dollar" or "$" means a dollar or other equivalent unit in such coin

or currency of the United States as at the time shall be legal tender for the

payment of public and private debts.

"DTC" means The Depository Trust Company, a New York corporation.

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as

amended.

"Fair Market Value" means, as to any property acquired by the

Guarantor or its Subsidiaries, the market value of such property as determined

in good faith by one or more Officers of the Guarantor to whom authority to

enter into the applicable transaction has been delegated by the Board of

Directors of the Guarantor.

"Funded Indebtedness" means Indebtedness having a maturity of more

than 12 months from the date as of which the amount thereof is to be determined

or having a maturity of less than 12 months but by its terms being renewable or

extendible beyond 12 months from such date at the option of the obligor.

"GAAP" means generally accepted accounting principles in the United

States.

"Global Securities" means any of the Securities that are authenticated

and delivered to the Depositary for the Security, or its nominee, registered in

the name of such Depositary or nominee, and that bear the Global Securities

Legend.

"Global Securities Legend" means the legend labeled as such, as set

forth in the form of Security attached hereto as Exhibit A.

"Guarantee" by any Person shall mean any obligation, contingent or

otherwise, of such Person directly or indirectly guaranteeing any Indebtedness

of any other Person and, without limiting the generality of the foregoing, any

obligation, direct or indirect, contingent or otherwise, of such Person (i) to

purchase or pay (or advance or supply funds for the purchase or payment of) such

Indebtedness (whether arising by virtue of partnership arrangements, by

agreement to keep-well, to purchase assets, goods, securities or services, to

take-or-pay, or to maintain financial statement conditions or otherwise, other

than agreements to purchase goods at arm's length price in the ordinary course

of business) or (ii) entered into for the purpose of

<PAGE>

assuring in any other manner the holder of such Indebtedness of the payment

thereof or to protect such holder against loss in respect thereof (in whole or

in part); provided that the term "Guarantee" shall not include endorsements for

collection or deposit in the ordinary course of business. The term "guarantee"

used as a verb has a corresponding meaning.

"Guarantor" means the party named as the "Guarantor" in the preamble

to this Indenture until a successor replaces it pursuant to the applicable

provisions of this Indenture and, thereafter, shall mean such successor. The

foregoing sentence shall likewise apply to any subsequent such successor or

successors.

"H.15 (519)" means the weekly statistical release entitled "H.15 (519)

Selected Interest Rates" or any successor publication published by the Board of

Governors of the Federal Reserve System.

"H.15 Daily Update" means the daily update of H.15 (519) available

through the worldwide website of the Board of Governors of the Federal Reserve

System or any successor site or publication.

"Holder" means a person in whose name a Security is registered on the

Registrar's books.

"Indebtedness" means, as to any Person (determined without

duplication): (i) indebtedness of such Person for money borrowed (whether by

loan or the issuance and sale of debt securities) or for the deferred purchase

or acquisition price of property or services, other than accounts payable (other

than for borrowed money) incurred in the ordinary course of business; (ii)

obligations of such Person in respect of letters of credit or similar

instruments issued or accepted by banks and other financial institutions for the

account of such Person (whether or not such obligations are contingent); (iii)

Capital Lease Obligations of such Person; (iv) obligations of such Person to

redeem or otherwise retire shares of capital stock of such Person; (v)

indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)

above secured by a Lien on the property of such Person, whether or not the

respective obligation so secured has been assumed by such Person; and (vi)

indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)

above Guaranteed by such Person.

"Indenture" means this instrument, as amended or supplemented from

time to time in accordance with the terms hereof, including, if applicable, the

provisions of the TIA that are deemed to be a part hereof.

"Independent Investment Banker" means Goldman, Sachs & Co., or, if

such firm is unwilling or unable to select the applicable Comparable Treasury

Issue, an independent banking institution of national standing appointed by the

Partnership.

"Interest Payment Date" means May 1 and November 1 of each year,

commencing May 1, 2006.

"Issue Date" of any Security means the date on which the Security was

originally issued or deemed issued as set forth on the face of the Security.

<PAGE>

"Issue Price" of any Security means, in connection with the original

issuance of such Security, the initial issue price at which the Security is sold

as set forth on the face of the Security.

"Lien" means and includes any mortgage, pledge, lien, security

interest, conditional sale or other title retention agreement or other similar

encumbrance.

"Make-Whole Amount" means the sum of the present values of the

remaining scheduled payments of principal and interest on the Securities to, but

excluding, the Redemption Date on a semi-annual basis (assuming a 360-day year

consisting of twelve 30-day months) at the applicable Treasury Rate plus 35

basis points. References in this Indenture to "premium," if any, payable in

respect of the Securities shall be deemed to include any sum payable on the

Securities as a Make-Whole Amount in connection with any optional redemption of

the Securities by the Partnership.

"Management Committee" means the management committee authorized by

clause 7 of the Partnership Agreement (defined below).

"Non-U.S. Person" means a person who is not a "U.S. person," as

defined in Regulation S.

"Officer" means, (i) with respect to any Person that is a corporation,

the Chairman of the Board, the Vice Chairman, the Chief Executive Officer, the

President, any Executive Vice President, any Senior Vice President, any Vice

President, the Treasurer or the Secretary or any Assistant Treasurer or

Assistant Secretary of such Person and, (ii) with respect to any Person that is

a partnership, the Chairman of the Board, the Chief Executive Officer, the

President, the Chief Operating Officer, the Chief Financial Officer, the

Treasurer, any Assistant Treasurer, the Controller, the Secretary, any

Vice-President of each Person who is a Partner of that partnership or any member

of a management committee or similar body who is designated an officer of the

partnership pursuant to the terms of the partnership agreement establishing the

partnership.

"Officers' Certificate" means a written certificate signed in the name

of the Partnership by any two Officers of the Partners, or, if applicable and

permitted under the Partnership Agreement, by two members of the Management

Committee who are Officers of the Partnership, and delivered to the Trustee. An

Officers' Certificate given pursuant to Section 4.03 hereof shall be signed by

the principal executive, financial or accounting Officer of the Guarantor. Each

such certificate shall comply with Section 314 of the TIA and include the

statements provided for in Section 12.05 of this Indenture.

"Opinion of Counsel" means a written opinion of legal counsel. The

counsel may be an employee of, or counsel to, the company for whom such opinion

is given. Each such opinion shall comply with Section 314 of the TIA and include

the statements provided for in Section 12.05 of this Indenture.

"Partner" means such Person who is the holder of a partnership

interest in a partnership; and with respect to the Partnership shall mean each

of RPM Canada, a general partnership established under the laws of the Province

of Ontario, and RPM Investment

<PAGE>

Company, an unlimited company organized under the laws of the Province of Nova

Scotia, and their respective successors, each being a "Partner," and

collectively, the "Partners."

"Partnership" means the contractual relationship between the Partners

acting in their capacities as general partners of, and doing business in the

name of, RPM UK, named as the "Partnership" in the preamble to this Indenture

until a successor partner replaces one of the Partners pursuant to the

applicable provisions of this Indenture and, thereafter, shall mean such

contractual relationship including the successor. The foregoing sentence shall

likewise apply to any subsequent such successor or successors.

"Partnership Agreement" means the partnership agreement between RPM

Canada and RPM Investment dated August 24, 2005 that is governed by the laws of

England and Wales.

"Partnership Order" means a written request or order signed in the

name of the Partnership by any two Officers of the Partners, or, if applicable

and permitted under the Partnership Agreement, two members of the Management

Committee who are Officers.

"Permitted Liens" means:

(i) Liens on the property or assets of the Partnership, the Guarantor

or any of the Guarantor's Subsidiaries existing on the date of the Purchase

Agreement and securing Indebtedness in an aggregate principal amount not

exceeding $10.0 million; provided that no increase in the amount secured

thereby is permitted;

(ii) Liens on the property or assets of the Guarantor or any property

or assets of the Subsidiaries of the Guarantor given to secure the payment

of the purchase price incurred in connection with the acquisition, lease

(including any Capital Lease Obligation) or construction of property (other

than accounts receivable or inventory) useful and intended to be used in

carrying on the business of the Guarantor or the businesses of the

Subsidiaries of the Guarantor, including Liens existing on such property at

the time of acquisition, lease or construction thereof or improvements

thereon, or Liens incurred within 180 days of such acquisition or the

completion of such construction; provided that (i) the Liens shall attach

solely to the property acquired, purchased, leased, constructed or

improved, (ii) at the time of acquisition or construction of such property,

the aggregate amount remaining unpaid on all Indebtedness secured by Liens

on such property, whether or not assumed by the Guarantor or any Subsidiary

of the Guarantor, shall not exceed an amount equal to the lesser of the

total purchase price or Fair Market Value at the time of acquisition or

construction of such property, and (iii) the aggregate principal amount of

all Indebtedness secured by such Liens shall not exceed the lesser of (y)

the cost of the acquisition, lease or construction, as the case may be, or

(z) the Fair Market Value of such property;

(iii) Liens on property or assets of any Person existing at the time

such Person becomes a Subsidiary of the Guarantor or is merged with or into

or consolidated with the Guarantor or any Subsidiary of the Guarantor, or

at the time of a sale, lease or other disposition of the properties of a

Person as an entirety or substantially as an entirety to the Guarantor or

any Subsidiary of the Guarantor, or arising thereafter pursuant to

<PAGE>

contractual commitments entered into prior to and not in contemplation of

such Person becoming a Subsidiary and not in contemplation of any such

merger or consolidation or any such sale, lease or other disposition;

provided that such Liens shall not extend to the property or assets of the

Guarantor or any other property or assets of the Subsidiaries of the

Guarantor;

(iv) Any extension, renewal or replacement (or successive extensions,

renewals or replacements) in whole or in part of any Lien referred to in

the foregoing clauses (i) through (iii); provided, however, that the

principal amount of Indebtedness secured thereby shall not exceed the

principal amount of Indebtedness so secured prior to such extension,

renewal or replacement and that such extension, renewal or replacement Lien

shall be limited to all or a part of the assets that secured the Lien so

extended, renewed or replaced (plus improvements and construction on such

real property);

(v) Other Liens arising in the ordinary conduct of the business of the

Guarantor or the businesses of the Subsidiaries of the Guarantor (including

Liens to secure the performance by the Guarantor or the Subsidiaries of the

Guarantor of bids, tenders or trade contracts for sums not yet due and

payable) which are not incurred in connection with the borrowing of money

or the obtaining of advances or credit, or that is incidental to the

ownership of properties and assets by the Guarantor or the Subsidiaries of

the Guarantor in the ordinary conduct of the Guarantor's business or the

businesses of the Subsidiaries of the Guarantor (including landlords',

carriers', warehousemen's, mechanics', materialmen's and other similar

Liens for sums not yet due and payable), or to secure the performance by

the Guarantor or the Subsidiaries of the Guarantor of its or their

statutory obligations (including obligations under workers compensation,

unemployment insurance and other social security legislation), surety or

appeal bonds; provided in each case that such Liens do not, in the

aggregate, materially detract from the value of the property or assets of

the Guarantor or the property or assets of the Subsidiaries of the

Guarantor or materially impair the use thereof in the operation of the

business of the Guarantor or the businesses of the Subsidiaries of the

Guarantor;

(vi) Leases or subleases entered into by the Guarantor or the

Subsidiaries of the Guarantor as either lessors or sublessors, easements,

rights-of-way, restrictions and other similar charges or encumbrances

(including zoning restrictions), in each case, that is incidental to the

ownership of property or assets or the ordinary conduct of the business of

the Guarantor or the businesses of the Subsidiaries of the Guarantor;

provided that such Liens do not, in the aggregate, materially detract from

the value of such property;

(vii) Liens for taxes, assessments or other governmental charges which

are not yet due and payable as of the date of the Purchase Agreement; and

(viii) Liens on receivables, leases, other financial assets, and any

assets related thereto, incurred in connection with a Permitted Receivables

Transaction.

"Permitted Receivables Transaction" means any transaction or series of

transactions entered into by the Guarantor or any of its Subsidiaries in order

to monetize or otherwise finance a pool (which may be fixed or revolving) of

receivables, leases or other

<PAGE>

financial assets (including, without limitation, financing contracts) or other

transactions evidenced by receivables purchase agreements, including, without

limitation, factoring agreements and other similar agreements pursuant to which

receivables, leases, other financial assets, and any assets related thereto, are

sold at a discount (in each case whether now existing or arising in the future),

and which may include a grant of a security interest in any such receivables,

leases, other financial assets (whether now existing or arising in the future)

of the Guarantor or any of its Subsidiaries, and any assets related thereto,

including all collateral securing such receivables, leases, or other financial

assets, all contracts and all Guarantees or other obligations in respect

thereof, proceeds thereof and other assets that are customarily transferred, or

in respect of which security interests are customarily granted, in connection

with asset securitization transactions involving receivables, leases, or other

financial assets or other transactions evidenced by receivables purchase

agreements, including, without limitation, factoring agreements and other

similar agreements pursuant to which receivables are sold at a discount.

"Person" or "person" means any individual, corporation, partnership,

association, joint venture, trust or any other entity or organization, including

a government or political subdivision or an agency or instrumentality thereof.

"Primary Treasury Dealer" shall have the meaning ascribed to it in the

definition of "Reference Treasury Dealer."

"Principal Amount" of a Security means the principal amount of the

Security as set forth on the face of the Security.

"Principal Property" means, whether owned or leased on the date of

this Indenture or acquired after the date hereof, each manufacturing or

processing plant or facility and office facilities of the Guarantor or its

Subsidiaries.

"Purchase Agreement" means the Purchase Agreement related to the

Securities, dated October 19, 2005, among the Partnership, by the Partners as

its general partners and doing business in the name of the Partnership, the

Guarantor and the Initial Purchasers named therein.

"Redemption Date" means the date specified for redemption of the

Securities as set forth in the notice in the name of the Partnership to the

Holders of Securities being redeemed, in accordance with the terms of the

Securities and this Indenture.

"Reference Treasury Dealer" means each of Goldman, Sachs & Co. and one

other primary U.S. government securities dealer in New York City selected by

Goldman, Sachs & Co., and their respective successors (each, a "Primary Treasury

Dealer"); provided, however, that if any of the foregoing shall cease to be a

Primary Treasury Dealer, the Partnership shall substitute therefore another

Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each

Reference Treasury Dealer and any Redemption Date for the Securities, an

average, as determined by the Independent Investment Banker, of the bid and

asked prices for the Comparable Treasury Issue for the Securities (expressed in

each case as a percentage of its principal amount) quoted in

<PAGE>

writing to the Independent Investment Banker by such Reference Treasury Dealer

at 5:00 p.m., New York City time, on the third Business Day preceding such

Redemption Date.

"Regular Record Date" means, with respect to the interest payable on

any Interest Payment Date, the close of business on April 15 and October 15

(whether or not a Business Day), as the case may be, immediately preceding such

Interest Payment Date.

"Regulation S" means Regulation S under the Securities Act (or any

successor rule having substantially similar provisions), as it may be amended

from time to time.

"Responsible Officer" means, when used with respect to the Trustee,

any officer within the corporate trust department of the Trustee, including any

vice president, assistant vice president, assistant treasurer, trust officer or

any other officer of the Trustee who customarily performs functions similar to

those performed by the Persons who at the time shall be such officers,

respectively, or to whom any corporate trust matter is referred because of such

person's knowledge of and familiarity with the particular subject and who shall

have direct responsibility for the administration of this Indenture.

"Restricted Securities Legend" means the legend labeled as such and

that is set forth in Exhibit A hereto.

"Restricted Security" means a Security that is required to bear the

Restricted Securities Legend.

"Rule 144" means Rule 144 under the Securities Act (or any successor

rule having substantially similar provisions), as it may be amended from time to

time.

"Rule 144A" means Rule 144A under the Securities Act, as it may be

amended from time to time (or any successor rule having substantially similar

provisions).

"Securities Act" means the U.S. Securities Act of 1933, as amended.

"Security," "Securities" or "Note" means any of the 6.70% Senior Notes

due 2015 issued by the Partnership, by the Partners as its general partners and

doing business in the name of the Partnership, under this Indenture, as amended

or supplemented from time to time.

"Stated Maturity", when used with respect to any Security, means the

date specified in such Security as the fixed date on which an amount equal to

the Principal Amount of such Security is due and payable.

"Subsidiary" means, with respect to any Person, at any date, (i) any

corporation, limited liability company, partnership or other entity, the

accounts of which would be consolidated with those of such Person in the

Person's consolidated financial statements if such financial statements were

prepared in accordance with GAAP as of such date and (ii) any corporation,

limited liability company, partnership or other entity of which more than 50% of

the total voting power of the equity interests entitled (without regard to the

occurrence of any contingency) to vote in the election of directors, managers or

trustees thereof or any partnership of which more than 50% of the partnership

interests (considering all general and limited

<PAGE>

partnership interests as a single class) is, in each case, at the time owned or

controlled, directly or indirectly, by such Person, one or more Subsidiaries of

such person, or a combination thereof. For the avoidance of doubt, each of

Partners and the Partnership is deemed a "Subsidiary."

"TIA" means the Trust Indenture Act of 1939 as in effect on the date

of this Indenture; provided, however, that in the event the TIA is amended after

such date, TIA means, to the extent required by any such amendment, the TIA as

so amended.

"Treasury Rate" means, with respect to any Redemption Date for the

Securities, the rate per annum equal to the semi-annual equivalent yield to

maturity of the Comparable Treasury Issue, assuming a price for the Comparable

Treasury Issue (expressed as a percentage of its principal amount) equal to the

Comparable Treasury Price for such Redemption Date.

"Trustee" means the party named as the "Trustee" in the preamble to

Indenture until a successor replaces it pursuant to the applicable provisions of

this Indenture and, thereafter, shall mean such successor. The foregoing

sentence shall likewise apply to any subsequent such successor or successors.

SECTION 1.02 Other Definitions.

<TABLE>

Term Defined in Section

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

<S> <C>

"Act"...................................................... 1.05(a)

"Additional Amounts"....................................... 4.12

"Agent Members"............................................ 2.03(b)

"Clearstream".............................................. 2.02

"Defaulted Interest"....................................... 10.02

"Euroclear"................................................ 2.02

"Event of Default"......................................... 6.01

"Guarantee"................................................ 11.01

"Legal Holiday"............................................ 12.08

"Notice of Default"........................................ 6.01

"Paying Agent"............................................. 2.06

"Protected Purchaser"...................................... 2.10

"Redemption Price"......................................... 3.01

"Registrar"................................................ 2.06

"Rule 144A Information".................................... 4.06

"Special Record Date"...................................... 10.02(a)

</TABLE>

<PAGE>

SECTION 1.03 Incorporation by Reference of the TIA. The mandatory

provisions of the TIA that are required to be a part of and govern indentures

qualified under the TIA are incorporated by reference in and are a part of this

Indenture whether or not this Indenture is so qualified. Whenever this Indenture

refers to a provision of the TIA, the provision is incorporated by reference in

and made a part of this Indenture. The following TIA term used in this Indenture

has the following meaning: "obligor" on the Securities means the Partnership.

All other TIA terms used in this Indenture that are defined by the TIA, defined

by TIA reference to another statute or defined by Commission rule have the

meanings assigned to them by such definitions.

SECTION 1.04 Rules of Construction. Unless the context otherwise

requires:

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

(b) an accounting term not otherwise defined has the meaning assigned

to it in accordance with GAAP as in effect from time to time;

(d) "including" means including, without limitation; and

(e) words in the singular include the plural, and words in the plural

include the singular.

SECTION 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent,

waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments of

substantially similar tenor signed by such Holders in person or by agent duly

appointed in writing; and, except as herein otherwise expressly provided, such

action shall become effective when such instrument or instruments are delivered

to the Trustee and, when it is hereby expressly required, to the Partnership.

Such instrument or instruments (and the action embodied therein and evidenced

thereby) are herein sometimes referred to as the "Act" of Holders signing such

instrument or instruments. Proof of execution of any such instrument or of a

writing appointing any such agent (either of which may be in electronic form)

shall be sufficient for any purpose of this Indenture and conclusive in favor of

the Trustee and the Partnership, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such

instrument or writing may be proved by the affidavit of a witness of such

execution or by a certificate of a notary public or other officer authorized by

law to take acknowledgments of deeds, certifying that the individual signing or

delivering such instrument or writing acknowledged to such officer the execution

thereof. When such execution is by a signer acting in a capacity other than such

signer's individual capacity, such certificate or affidavit shall also

constitute sufficient proof of such signer's authority. The fact and date of the

execution of any such instrument or writing, or the authority of the Person

executing the same, may also be proved in any other manner that the Trustee

deems sufficient.

<PAGE>

maintained by the Registrar.

(d) Any request, demand, authorization, direction, notice, consent,

waiver or other Act of the Holder of any Security shall bind every future Holder

of the same Security and the holder of every Security issued upon the

registration of transfer thereof or in exchange therefor or in lieu thereof in

respect of anything done, omitted or suffered to be done by the Trustee or the

Partnership in reliance thereon, whether or not notation of such action is made

upon such Security.

(e) If the Partnership shall solicit from the Holders any request,

demand, authorization, direction, notice, consent, waiver or other Act, either

the Partners, by or pursuant to a resolution of the Board of Directors of the

Partners, or if permitted by the Partnership Agreement, the Management

Committee, may, at their option, fix in advance a record date for the

determination of Holders entitled to give such request, demand, authorization,

direction, notice, consent, waiver or other Act, but neither the Partners nor

the Partnership shall have any obligation to do so. If such a record date is

fixed, such request, demand, authorization, direction, notice, consent, waiver

or other Act may be given before or after such record date, but only the Holders

of record at the close of business on such record date shall be deemed to be

Holders for the purposes of determining whether Holders of the requisite

proportion of outstanding Securities have authorized or agreed or consented to

such request, demand, authorization, direction, notice, consent, waiver or other

Act, and for that purpose the outstanding Securities shall be computed as of

such record date; provided, that no such authorization, agreement or consent by

the Holders on such record date shall be deemed effective unless it shall become

effective pursuant to the provisions of this Indenture within six months after

the record date.

ARTICLE 2

THE SECURITIES

SECTION 2.01 Form and Dating. (a) The Securities and the Trustee's

certificate of authentication to be borne by such Securities shall be

substantially in the forms annexed hereto as Exhibit A. The terms and provisions

contained in the form of Security shall constitute, and are hereby expressly

made, a part of this Indenture and, to the extent applicable, the Partnership,

the Guarantor and the Trustee, by their execution and delivery of this

Indenture, expressly agree to such terms and provisions and to be bound thereby.

(b) Any of the Securities may have such letters, numbers or other

marks of identification and such notations, legends and endorsements as the

officers executing the same may approve (execution thereof to be conclusive

evidence of such approval) and as are not inconsistent with the provisions of

this Indenture, or as may be required to comply with any law or with any rule or

regulation made pursuant thereto, or with any rule or regulation of any

securities exchange or automated quotation system on which the Securities may be

listed or designated for issuance, or to conform to usage. The Partnership shall

provide any such notation, legends or endorsements to the Trustee in writing.

<PAGE>

SECTION 2.02 Global Securities in General. (a) The Securities are

being offered and sold by the Partnership to "qualified institutional buyers"

(as defined in Rule 144A) in reliance on Rule 144A, and shall be issued in the

form of one or more permanent Global Securities in definitive, fully registered

form, without interest coupons, with the Global Securities Legend and Restricted

Securities Legend as set forth in Exhibit A hereto.

(b) Any Global Security shall be deposited on behalf of the purchasers

of the Securities represented thereby with the Trustee at its Corporate Trust

Office, as custodian for the Depositary, and registered in the name of the

Depositary or a nominee of the Depositary for the accounts of participants in

the Depositary (and, in the case of Securities held in accordance with

Regulation S, registered in the name of the Depositary or a nominee of the

Depositary for the accounts of designated agents holding on behalf of the

Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme

("Clearstream")), duly executed by the Partnership and authenticated by the

Trustee as hereinafter provided.

Securities as shall be specified therein and each shall provide that it shall

represent the aggregate Principal Amount of outstanding Securities from time to

time endorsed thereon. The aggregate Principal Amount of a Global Security may

from time to time be increased or decreased by adjustments made on the records

of the Trustee and the Depositary or its nominee as hereinafter provided. Any

adjustment of the aggregate Principal Amount of a Global Security to reflect the

amount of any increase or decrease in the Principal Amount of outstanding

Securities represented thereby shall be made by the Trustee in accordance with

instructions given by the Holder thereof as required by Section 2.15 hereof and

shall be made on the records of the Trustee and the Depositary

SECTION 2.03 Book-Entry Provisions. (a) This Section 2.03 shall apply

only to Global Securities deposited with or on behalf of the Depositary. The

Partnership shall execute and the Trustee shall, in accordance with this Section

2.03 and the written order of the Partnership pursuant to Section 2.05,

authenticate and deliver initially one or more Global Securities that (i) shall

be registered in the name of Cede & Co. or other nominee of the Depositary and

(ii) shall be delivered by the Trustee to such Depositary or pursuant to such

Depositary's instructions or held by the Trustee as custodian for the

Depositary.

(b) Members of, or participants in, the Depositary (collectively, the

"Agent Members") shall have no rights under this Indenture with respect to any

Global Security held on their behalf by the Depositary or by the Trustee as the

custodian of the Depositary or under such Global Security, and the Depositary

may be treated by the Partnership, the Trustee and any agent of the Partnership

or the Trustee as the absolute owner of such Global Security for all purposes

whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the

Partnership, the Trustee or any agent of the Partnership or the Trustee from

giving effect to any written certification, proxy or other authorization

furnished by the Depositary or impair, as between the Depositary and its Agent

Members, the operation of customary practices of such Depositary governing the

exercise of the rights of a holder of a beneficial interest in any Global

Security.

System" and "Terms and Conditions Governing Use of Euroclear" and the

"Management Regulations and

<PAGE>

Instructions to Participants" of Clearstream shall be applicable to interests in

any Global Securities that are held by participants through Euroclear or

Clearstream. The Trustee shall have no obligation to notify Holders of any such

procedures or to monitor or enforce compliance with the same.

(d) Neither the Trustee nor any of its agents shall have any

responsibility for any actions taken or not taken by the Depositary.

SECTION 2.04 Certificated Securities. Securities not issued as Global

Securities will be issued as Certificated Securities. Except as provided in this

Indenture, owners of beneficial interests in Global Securities will not be

entitled to receive physical delivery of Certificated Securities.

SECTION 2.05 Execution and Authentication. (a) The Securities shall be

executed in the name of the Partnership by one Officer of each of the Partners,

each as general partner of the Partnership. The signature of the Officers on the

Securities may be manual or facsimile. Securities bearing the manual or

facsimile signatures of an individual who was at the time of the execution of

the Securities a proper Officer of the signing Partner shall bind the applicable

Partner in its capacity as a general partner of the Partnership, notwithstanding

that such individual has ceased to hold such office prior to the authentication

and delivery of such Securities or did not hold such office at the date of such

Securities.

(b) No Security shall be entitled to any benefit under this Indenture

or be valid or obligatory for any purpose unless there appears on such Security

a certificate of authentication substantially in the form provided for herein

duly executed by the Trustee by manual signature of an authorized signatory of

the Trustee and such certificate upon any Security shall be conclusive evidence,

and the only evidence, that such Security has been duly authenticated and

delivered hereunder.

for original issue in an aggregate Principal Amount of $150,000,000 upon a

Partnership Order without any further action by the Partners.

(d) The aggregate Principal Amount of Securities that may be

authenticated and delivered under this Indenture is unlimited. At any time and

from time to time after the execution and delivery of this Indenture, the

Partnership may deliver Securities executed by the Partnership to the Trustee

for authentication, together with a Partnership Order for the authentication and

delivery of such Securities, and the Trustee in accordance with the Partnership

Order shall authenticate and deliver such Securities. The Partnership may

execute and the Trustee may authenticate additional Securities of any series

without the consent of the Holders, subject to the terms and conditions of this

Indenture. Such additional Securities shall have the same terms and conditions

in all respects (or in all respects except for the Issue Price and interest

accrued prior to the Issue Date of such additional Securities) as the Securities

initially issued, so that such additional Securities shall be consolidated and

form a single class of Securities with the other Securities then outstanding.

<PAGE>

(e) If all the Securities of any series are not to be issued at one

time and if the Board Resolution establishing such series of additional

Securities shall so permit, the Partnership may deliver to the Trustee an

Officers' Certificate setting forth procedures acceptable to the Trustee for the

issuance of the Securities and determining the terms of the Securities, such as

interest rate, Issue Date and date from which interest on such Securities shall

accrue. In authenticating the Securities, and accepting the additional

responsibilities under this Indenture in relation to the Securities, the Trustee

shall be provided with, and (subject to TIA Section 315(a) through 315(d)) shall

be fully protected in relying upon:

(i) an Opinion of Counsel stating:

(A) that the form or forms of such Securities and Guarantee have

been established in conformity with the provisions of this

Indenture;

(B) that the terms of such Securities and Guarantee have been

established in conformity with the provisions of this

Indenture;

appropriate insertions and executed and delivered by the

Partnership and the Guarantor, as the case may be, to the

Trustee for authentication in accordance with this

Indenture, authenticated and delivered by the Trustee in

accordance with this Indenture and issued by the Partnership

and the Guarantor in the manner and subject to any

conditions specified in such Opinion of Counsel, will

constitute legal, valid and binding obligations of the

Partnership and the Guarantor, enforceable in accordance

with their terms, subject to applicable bankruptcy,

insolvency, reorganization and other similar laws of general

applicability relating to or affecting the enforcement of

creditors' rights, to general equitable principles and to

such other qualifications as such counsel shall conclude do

not materially affect the rights of Holders of such

Securities and any coupons; and

(D) that all laws and requirements in respect of the execution

and delivery by the Partnership and the Guarantor of such

Securities and Guarantee have been complied with; and

(ii) an Officers' Certificate stating, to the best of the knowledge of

the signers of such certificate, that no Event of Default with respect to

any of the outstanding Securities shall have occurred and be continuing,

which Opinion of Counsel and Officers' Certificate shall be delivered at or

before the time of issuance of the Security of such series.

(f) The Securities shall be issued only in registered form without

coupons and only in denominations of $1,000 of Principal Amount and any integral

multiple of $1,000, in fully registered form.

<PAGE>

(g) The Trustee shall have the right to decline to authenticate and

deliver any Securities under this Section if the Trustee, being advised by

counsel, determines that such action may not lawfully be taken or if the Trustee

in good faith shall determine that such action may expose the Trustee to

personal liability to existing Holders.

SECTION 2.06 Registrar and Paying Agent. (a) The Partnership shall

maintain an office or agency where Securities may be presented for registration

of transfer or for exchange ("Registrar") and an office or agency where

Securities may be presented for purchase, redemption or payment ("Paying

Agent"). The Registrar shall keep a register of the Securities and of their

transfer and exchange. The Partnership may have one or more co-registrars and

one or more additional paying agents. The term Paying Agent includes any

additional paying agent, including any named pursuant to Section 4.05 hereof.

(b) The Partnership shall enter into an appropriate agency agreement

with any Registrar or co-registrar or Paying Agent (if other than the Trustee).

The agreement shall implement the provisions of this Indenture that relate to

such agent. The Partnership shall notify the Trustee in writing of the name and

address of any such agent. If the Partners fail to maintain a Registrar or

Paying Agent, the Trustee shall act as such and shall be entitled to appropriate

compensation therefore pursuant to Section 7.07 hereof. The Guarantor or any

Subsidiary or an Affiliate of the Guarantor may act as Paying Agent or Registrar

or co-registrar.

Paying Agent for the Securities. The Partnership may appoint and change any

Paying Agent, Registrar or co-registrar without notice, other than notice to the

Trustee, except that the Partnership will maintain at least one Paying Agent in

the State of New York, City of New York, Borough of Manhattan, which shall

initially be Corporate Trust Office of the Trustee.

SECTION 2.07 Paying Agent to Hold Money and Securities in Trust.

Except as otherwise provided herein, not later than 10:00 a.m., New York City

time, on each due date of payments in respect of any Security, the Partnership

shall deposit with the Paying Agent a sum of money (in immediately available

funds if deposited on the due date) sufficient to make such payments when so

becoming due. The Partnership shall require each Paying Agent (other than the

Trustee) to agree in writing that the Paying Agent shall hold in trust for the

benefit of Holders or the Trustee all money held by the Paying Agent for the

making of payments in respect of the Securities and shall notify the Trustee of

any default by the Partnership in making any such payment. At any time during

the continuance of any such default, the Paying Agent shall, upon the written

request of the Trustee, forthwith pay to the Trustee all money so held in trust.

If Guarantor or any Subsidiary or an Affiliate of the Guarantor acts as Paying

Agent, it shall segregate the money held by it as Paying Agent and hold it as a

separate trust fund. The Partnership at any time may require a Paying Agent to

pay all money held by it to the Trustee and to account for any funds disbursed

by it. Upon doing so, the Paying Agent shall have no further liability for the

money.

<PAGE>

SECTION 2.08 Holder Lists. The Trustee shall preserve in as current a

form as is reasonably practicable the most recent list available to it of the

names and addresses of Holders. If the Trustee is not the Registrar, the

Partnership shall cause to be furnished to the Trustee at least semi-annually,

on each April 1 and October 1, a listing of Holders dated within 15 days of the

date on which the list is furnished and at such other times as the Trustee may

request in writing a list in such form and as of such date as the Trustee may

reasonably require of the names and addresses of Holders.

SECTION 2.09 Transfer and Exchange. Subject to Section 2.15 hereof,

(a) Upon surrender for registration of transfer of any Security,

together with a written instrument of transfer satisfactory to the Registrar

duly executed by the Holder or such Holder's attorney duly authorized in

writing, at the office or agency of the Guarantor designated as Registrar or

co-registrar pursuant to Section 2.06 hereof, the Partnership and the Guarantor

shall execute, and the Trustee shall authenticate and deliver, in the name of

the designated transferee or transferees, one or more new Securities of any

authorized denomination or denominations, of a like aggregate Principal Amount.

Neither the Partners nor the Partnership shall charge a service charge for any

registration of transfer or exchange, but the Partnership or the Trustee may

require payment of a sum sufficient to pay all taxes, assessments or other

governmental charges that may be imposed in connection with the registration of

transfer or exchange of the Securities from the Holder requesting such

registration of transfer or exchange.

(b) All Securities issued upon any transfer or exchange of Securities

in accordance with this Indenture shall be the valid obligations of the

Partnership, evidencing the same debt, and entitled to the same benefits under

this Indenture as the Securities surrendered upon such registration of transfer

or exchange.

exchanged for other Securities of any authorized denomination or denominations,

of a like aggregate Principal Amount, upon surrender of the Securities to be

exchanged, together with a written instrument of transfer satisfactory to the

Registrar duly executed by the Holder or such Holder's attorney duly authorized

in writing, at such office or agency. Whenever any Securities are so surrendered

for exchange, the Partnership and the Guarantor shall execute, and the Trustee

shall authenticate and deliver, the Securities that the Holder making the

exchange is entitled to receive.

(d) The Partnership shall not be required to make, and the Registrar

need not register, transfers or exchanges of Securities selected for redemption

(except, in the case of Securities to be redeemed in part, the portion thereof

not to be redeemed) or any Securities for a period of 15 days before the mailing

of a notice of redemption of Securities to be redeemed pursuant to Article 3 of

this Indenture.

(e) Notwithstanding any provision to the contrary herein, so long as a

Global Security remains outstanding and is held by or on behalf of the

Depositary, transfers of a Global Security, in whole or in part, shall be made

only in accordance with Section 2.15 hereof and this Section 2.09. Transfers of

a Global Security shall be limited to transfers of such Global Security in

whole, or in part, to nominees of the Depositary or to a successor of the

Depositary or such successor's nominee.

<PAGE>

(f) Successive registrations and registrations of transfers and

exchanges as aforesaid may be made from time to time as desired, and each such

registration shall be noted on the register for the Securities.

(g) Any Registrar appointed pursuant to Section 2.06 hereof shall

provide to the Trustee such information as the Trustee may reasonably require in

connection with the delivery by such Registrar of Securities upon registration

of transfer or exchange of Securities.

(h) No Registrar shall be required to make registrations of transfer

or exchange of Securities during any periods designated in the text of the

Securities or in this Indenture as periods during which such registration of

transfers and exchanges need not be made.

(i) If Securities are issued upon the registration of transfer,

exchange or replacement of Securities subject to restrictions on transfer and

bearing the Restricted Securities Legend, or if a request is made to remove the

Restricted Securities Legend, the Securities so issued shall bear the Restricted

Securities Legend, or the Restricted Securities Legend shall not be removed, as

the case may be, unless there is delivered to the Partnership and the Registrar

such satisfactory evidence, which shall include an Opinion of Counsel, as may be

reasonably required by the Partnership and the Registrar, that neither the

Restricted Securities Legend nor the restrictions on transfer set forth therein

are required to ensure transfers thereof comply with the provisions of Rule

144A, Rule 144 or Regulation S or that such Securities are not "restricted"

within the meaning of Rule 144. Upon provision of such satisfactory evidence,

the Trustee, upon receipt of a Partnership Order, shall authenticate and deliver

a Security that does not bear the Restricted Securities Legend. If the

Restricted Securities Legend is removed from the face of a Security and the

Security is subsequently held by an Affiliate of the Partnership, the

Partnership shall use its best efforts to cause reinstatement of the Restricted

Securities Legend.

(j) The Trustee and the Registrar shall have no obligation or duty to

monitor, determine or inquire as to compliance with any restrictions on transfer

imposed under this Indenture or under applicable law with respect to any

transfer of any interest in any Security (including any transfers between or

among Depositary participants or beneficial owners of interests in any Global

Security) other than to require delivery of such certificates and other

documentation or evidence as are expressly required by, and to do so if and when

expressly required by the terms of, this Indenture, and to examine the same to

determine substantial compliance as to form with the express requirements

hereof. Each Holder shall indemnify the Trustee and the Registrar against any

liability that may result from the transfer, exchange or assignment of such

Holder's Security in violation of any provision of this Indenture and/or

applicable United States federal or state securities law.

Neither the Trustee nor any agent shall have any responsibility for

any actions taken or not taken by the Depositary.

<PAGE>

SECTION 2.10 Replacement Securities. (a) If (i) any mutilated Security

is surrendered to the Trustee, or (ii) the Partnership and the Trustee receive

evidence to their satisfaction of the destruction, loss or theft of any

Security, and there is delivered to the Partnership and the Trustee such

security or indemnity satisfactory to them to save each of them harmless, then,

in the absence of notice to the Partners or the Trustee that such Security has

been acquired by a protected purchaser within the meaning of Article 8 of the

Uniform Commercial Code (a "Protected Purchaser"), the Partnership shall execute

and upon receipt of a Partnership Order, the Trustee shall authenticate and

deliver, in exchange for any such mutilated Security or in lieu of any such

destroyed, lost or stolen Security, a new Security of like tenor and Principal

Amount, bearing a number not contemporaneously outstanding.

(b) In case any such mutilated, destroyed, lost or stolen Security has

become or is about to become due and payable, or is about to be redeemed by the

Partnership pursuant to Article 3 hereof, the Partnership in its discretion may,

instead of issuing a new Security in the name of the Partnership, pay or

purchase such Security, as the case may be.

Partnership may require the payment of a sum sufficient to cover any tax or

other governmental charge that may be imposed in relation thereto and any other

expenses (including the fees and expenses of the Trustee) connected therewith.

(d) Every new Security issued pursuant to this Section in lieu of any

mutilated, destroyed, lost or stolen Security shall constitute an original

additional contractual obligation of the Partnership, whether or not the

destroyed, lost or stolen Security shall be at any time enforceable by anyone,

and shall be entitled to all benefits of this Indenture equally and

proportionately with any and all other Securities duly issued hereunder.

(e) The provisions of this Section are exclusive and shall preclude

(to the extent lawful) all other rights and remedies with respect to the

replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.11 Outstanding Securities; Determinations of Holders'

Action. (a) Securities outstanding at any time are all the Securities

authenticated by the Trustee, except for those cancelled by it, those paid

pursuant to Section 2.10 or 2.13 hereof and delivered to it for cancellation and

those described in this Section 2.11 as not outstanding. A Security does not

cease to be outstanding because the Partners, the Partnership, the Guarantor or

an Affiliate thereof holds the Security; provided, however, that in determining

whether the Holders of the requisite Principal Amount of Securities have given

or concurred in any request, demand, authorization, direction, notice, consent

or waiver hereunder, Securities owned by the Partners, the Partnership, the

Guarantor or any other obligor upon the Securities or any Affiliate of the

Partners, the Partnership, the Guarantor or such other obligor shall be

disregarded and deemed not to be outstanding, except that, in determining

whether the Trustee shall be protected in conclusively relying upon any such

request, demand, authorization, direction, notice, consent or waiver, only

Securities which a Responsible Officer of the Trustee actually knows to be so

owned shall be so disregarded. Subject to the foregoing, only Securities

outstanding at the time of such determination shall be considered in any such

determination (including, without limitation, determinations pursuant to

Articles 6 and 9).

<PAGE>

(b) If a Security is replaced pursuant to Section 2.10 hereof, the

replaced Security ceases to be outstanding unless the Trustee and the

Partnership receive proof satisfactory to each of them that the replaced

Security is held by a Protected Purchaser unaware that such Security has been

replaced, in which case the replacement security shall be deemed not to be

outstanding.

Redemption Date or on Stated Maturity, money or securities, if permitted

hereunder, sufficient to pay Securities payable on that date, then immediately

after such Redemption Date or Stated Maturity, as the case may be, such

Securities shall cease to be outstanding and interest on such Securities shall

cease to accrue; provided, that if such Securities are to be redeemed, notice of

such redemption has been duly given pursuant to this Indenture.

SECTION 2.12 Temporary Securities. (a) Pending the preparation of

definitive Securities, the Partnership may execute, and upon a Partnership

Order, the Trustee shall authenticate and deliver, temporary Securities which

are printed, lithographed, typewritten, mimeographed or otherwise produced, in

any authorized denomination, substantially of the tenor of the definitive

Securities in lieu of which they are issued and with such appropriate

insertions, omissions, substitutions and other variations as the Officers

executing such Securities may determine, as conclusively evidenced by their

execution of such Securities.

(b) If temporary Securities are issued, the Partnership will cause

definitive Securities to be prepared without unreasonable delay. After the

preparation of definitive Securities, the temporary Securities shall be

exchangeable for definitive Securities upon surrender of the temporary

Securities at the office or agency of the Partnership designated for such

purpose pursuant to Section 2.06, without charge to the Holder. Upon surrender

for cancellation of any one or more temporary Securities the Partnership shall

execute and upon Partnership Order, the Trustee shall authenticate and deliver

in exchange therefor a like Principal Amount of definitive Securities of

authorized denominations. Until so exchanged, the temporary Securities shall in

all respects be entitled to the same benefits under this Indenture as definitive

Securities.

SECTION 2.13 Cancellation. All Securities surrendered for payment,

redemption or registration of transfer or exchange shall, if surrendered to any

person other than the Trustee, be delivered to the Trustee and shall be promptly

cancelled by it. The Partners, the Partnership and the Guarantor may at any time

deliver to the Trustee for cancellation any Securities previously authenticated

and delivered hereunder which the Partners, the Partnership and the Guarantor

may have acquired in any manner whatsoever, and all Securities so delivered

shall be promptly cancelled by the Trustee. The Partnership may not issue new

Securities to replace Securities it has paid for or delivered to the Trustee for

cancellation. No Securities shall be authenticated in lieu of or in exchange for

any Securities cancelled as provided in this Section, except as expressly

permitted by this Indenture. All cancelled Securities held by the Trustee shall

be disposed of by the Trustee in accordance with the Trustee's customary

procedures.

SECTION 2.14 Persons Deemed Owners. Prior to due presentment of a

Security for registration of transfer, the Partnership, the Trustee and any

agent of the Partnership or the Trustee may treat the Person in whose name such

Security is registered in the Security

<PAGE>

purpose of receiving payment of the Principal Amount of the Security or the

payment of any Redemption Price in respect thereof and interest (including

Defaulted Interest, if any) thereon, and for all other purposes whatsoever,

whether or not such Security be overdue, and neither the Partnership, the

Trustee nor any agent of the Partnership or the Trustee shall be affected by

notice to the contrary.

SECTION 2.15 Transfers of Global Securities. Notwithstanding any other

provisions of this Indenture or the Securities, (i) transfers of a Global

Security, in whole or in part, shall be made only in accordance with Sections

2.09 and 2.15(a)(i) hereof, (ii) transfer of a beneficial interest in a Global

Security for a Certificated Security shall comply with Sections 2.09 and

2.15(a)(i) hereof, and (iii) transfers of a Certificated Security shall comply

with Sections 2.09 and 2.15(a)(ii) hereof and transfer of a Certificated

Security for a Beneficial Interest in a Global Security shall comply with

Sections 2.09 and 2.15(a)(iii) hereof.

(a) Transfer of Global Security. A Global Security may not be

transferred, in whole or in part, to any Person other than the Depositary or a

nominee or any successor thereof, and no such transfer to any such other Person

may be registered; provided, that this Section 2.15(a) shall not prohibit any

transfer of a Security that is issued in exchange for a Global Security but is

not itself a Global Security. No transfer of a Security to any Person shall be

effective under this Indenture or the Securities unless and until such Security

has been registered in the name of such Person. Nothing in this Section 2.15(a)

shall prohibit or render ineffective any transfer of a beneficial interest in a

Global Security effected in accordance with the other provisions of this Section

2.15(a).

(i) Restrictions on Transfer of a Beneficial Interest in a Global

Security for a Certificated Security. A beneficial interest in a Global

Security may not be exchanged for a Certificated Security except upon

satisfaction of the requirements set forth below. Upon receipt by the

Trustee of a request for transfer of a beneficial interest in a Global

Security in accordance with Applicable Procedures for a Certificated

Security in the form satisfactory to the Trustee, together with:

(A) so long as the Securities are Restricted Securities,

certification, in the form set forth in Exhibit B attached hereto;

(B) written instructions to the Trustee to make, or direct the

Registrar to make, an adjustment on its books and records with respect

to such Global Security to reflect a decrease in the aggregate

Principal Amount of the Securities represented by the Global Security,

such instructions to contain information regarding the Depositary

account to be credited with such decrease; and

Opinion of Counsel or other evidence reasonably satisfactory to them

as to the compliance with the restrictions set forth in the Restricted

Securities Legend,

then the Trustee shall cause, or direct the Registrar to cause, in

accordance with the standing instructions and procedures existing between

the Depositary and the Registrar, the aggregate Principal Amount of

Securities represented by the Global

<PAGE>

Security to be decreased by the aggregate Principal Amount of the

Certificated Security to be issued, shall authenticate and deliver such

Certificated Security and shall debit or cause to be debited to the account

of the Person specified in such instructions a beneficial interest in the

Global Security equal to the Principal Amount of the Certificated Security

so issued.

(ii) Transfer and Exchange of Certificated Securities. When

Certificated Securities are presented to the Registrar with a request:

(x) to register the transfer of such Certificated Securities; or

(y) to exchange such Certificated Securities for an equal

Principal Amount of Certificated Securities of other

authorized denominations,

the Registrar shall register the transfer or make the exchange as requested

if its reasonable requirements for such transaction are met; provided,

however, that the Certificated Securities surrendered for registration of

transfer or exchange:

(A) shall be duly endorsed or accompanied by a written instrument

of transfer in form reasonably satisfactory to the Partners or the

Partnership and the Registrar, duly executed by the Holder thereof or

his attorney duly authorized in writing; and

(B) so long as such Securities are Restricted Securities, such

Securities are being transferred or exchanged or, if being transferred

pursuant to clause (1), (2) or (3) of this Section 2.15(a)(ii)(B), are

accompanied by the additional information and documents specified in

each such clause, as applicable:

(1) if such Certificated Securities are being delivered to

the Registrar by a Holder for registration in the name

of such Holder, without transfer, a certification from

such Holder to that effect; or

(2) if such Certificated Securities are being transferred

to the Partners or the Partnership, a certification to

that effect; or

(3) if such Certificated Securities are being transferred

pursuant to an exemption from registration (1) a

certification to that effect (in the form set forth in

Exhibit B) and (2) if the Partnership or Registrar so

requests, an Opinion of Counsel or other evidence

reasonably satisfactory to them as to the compliance

with the restrictions set forth in the Restricted

Securities Legend.

(iii) Restrictions on Transfer of a Certificated Security for a

Beneficial Interest in a Global Security. A Certificated Security may not

be exchanged for a beneficial interest in a Global Security except upon

satisfaction of the requirements set forth below.

<PAGE>

Upon receipt by the Trustee of a Certificated Security, duly endorsed or

accompanied by appropriate instruments of transfer, in form satisfactory to

the Trustee, together with:

(A) so long as the Securities are Restricted Securities,

certification, in the form set forth in Exhibit B attached hereto,

that such Certificated Security is being transferred outside the

United States to Non-U.S. persons in reliance on Regulation S or to a

"qualified institutional buyer" (as defined in Rule 144A) in

accordance with Rule 144A; and

(B) written instructions directing the Trustee to make, or to

direct the Registrar to make, an adjustment on its books and records

with respect to such Global Security to reflect an increase in the

aggregate Principal Amount of the Securities represented by the Global

Security, such instructions to contain information regarding the

Depositary account to be credited with such increase;

then the Trustee shall cancel such Certificated Security and cause, or direct

the Registrar to cause, in accordance with the standing instructions and

procedures existing between the Depositary and the Registrar, the aggregate

Principal Amount of Securities represented by the Global Security to be

increased by the aggregate Principal Amount of the Certificated Security to be

exchanged, and shall credit or cause to be credited to the account of the Person

specified in such instructions a beneficial interest in the Global Security

equal to the Principal Amount of the Certificated Security so cancelled. If no

Global Securities are then outstanding, the Partnership shall issue and the

Trustee, upon receipt of a Partnership Order, shall authenticate a new Global

Security in the appropriate Principal Amount.

(b) Subject to the succeeding paragraph, every Security shall be

subject to the restrictions on transfer provided in the Restricted Securities

Legend including the requirement of the delivery of an Opinion of Counsel, if so

provided. Whenever any Restricted Security is presented or surrendered for

registration of transfer or for exchange for a Security registered in a name

other than that of the Holder, such Security must be accompanied by a

certificate in substantially the form set forth in Exhibit B attached hereto,

dated the date of such surrender and signed by the Holder of such Security, as

to compliance with such restrictions on transfer. The Registrar shall not be

required to accept for such registration of transfer or exchange any Security

not so accompanied by a properly completed certificate.

the transferability of any Security shall cease and terminate when such Security

has been sold or transferred in compliance with Rule 144 at the time of the

transfer. Any Security as to which such restrictions on transfer shall have

expired in accordance with their terms or shall have terminated may, upon a

surrender of such Security for exchange to the Registrar in accordance with the

provisions of this Section 2.15 (accompanied, in the event that such

restrictions on transfer have terminated by reason of a transfer in compliance

with Rule 144, by an Opinion of Counsel having substantial experience in

practice under the Securities Act and otherwise reasonably acceptable to the

Partnership, addressed to the Partnership, the Trustee and the Registrar and in

form acceptable to the Partnership, to the effect that the transfer of such

Security has been made in compliance with Rule 144), be exchanged for a new

Security, of like tenor and aggregate Principal Amount, which shall not bear the

Restricted Securities Legend. The Trustee

<PAGE>

and the Registrar shall not be liable for any action taken or omitted to be

taken by it in good faith in accordance with the aforementioned Opinion of

Counsel.

(d) As used in the preceding two paragraphs of this Section 2.15, the

term "transfer" encompasses any sale, pledge, transfer, hypothecation or other

disposition of any Security.

(e) The provisions of clauses (i), (ii), (iii) and (iv) of this

Section 2.15(e) shall apply only to Global Securities:

(i) Notwithstanding any other provisions of this Indenture or the

Securities, except as provided in Section 2.15(a)(i) hereof, a Global

Security shall not be exchanged in whole or in part for a Security

registered in the name of any Person other than the Depositary or one or

more nominees thereof; provided, that a Global Security may be exchanged

for Securities registered in the names of any person designated by the

Depositary in the event that (A) the Depositary has notified the

Partnership that it is unwilling or unable to continue as Depositary for

such Global Security or such Depositary has ceased to be a "clearing

agency" registered under the Exchange Act, and a successor Depositary is

not appointed by the Partnership within 90 days; (B) the Partnership elects

to discontinue use of the system of book-entry transfer through DTC (or any

successor depositary); or (C) an Event of Default has occurred and is

continuing with respect to the Securities. Any Global Security exchanged

pursuant to clause (A) of this subsection shall be so exchanged in whole

and not in part, and any Global Security exchanged pursuant to clause (B)

of this subsection may be exchanged in whole or from time to time in part

as directed by the Depositary. Any Security issued in exchange for a Global

Security or any portion thereof shall be a Global Security; provided, that

any such Security so issued that is registered in the name of a person

other than the Depositary or a nominee thereof shall not be a Global

Security.

(ii) Securities issued in exchange for a Global Security or any

portion thereof shall be issued in definitive, fully registered form,

without interest coupons, shall have an aggregate Principal Amount equal to

that of such Global Security or portion thereof to be so exchanged, shall

be registered in such names and be in such authorized denominations as the

Depositary shall designate and shall bear the applicable legends provided

for herein. Any Global Security to be exchanged in whole shall be

surrendered by the Depositary to the Registrar. With regard to any Global

Security to be exchanged in part, to give effect to any redemption or other

disposition of such part or otherwise, either such Global Security shall be

so surrendered for exchange or, if the Trustee is acting as custodian for

the Depositary or its nominee with respect to such Global Security, the

Principal Amount thereof shall be reduced, by an amount equal to the

portion thereof to be so exchanged, by means of an appropriate adjustment

made on the records of the Trustee. Upon any such surrender or adjustment,

the Trustee shall authenticate and deliver the Security issuable on such

exchange to or upon the order of the Depositary or an authorized

representative thereof.

(iii) Subject to the provisions of Section 2.03(b), the registered

Holder may grant proxies and otherwise authorize any Person, including

Agent Members (as defined

<PAGE>

below) and persons that may hold interests through Agent Members, to take

any action which a holder is entitled to take under this Indenture or the

Securities.

(iv) In the event of the occurrence of any of the events specified in

clause (i) above, the Partnership will promptly make available to the

Trustee a reasonable supply of Certificated Securities in definitive, fully

registered form, without interest coupons.

SECTION 2.16 CUSIP Numbers. The Partnership in issuing the 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 correctness of such numbers either as printed on the Securities or as

contained in any notice of a redemption and that reliance may be placed only on

the other identification numbers printed on the Securities, and any such

redemption shall not be affected by any defect in or omission of such numbers.

The Partnership will promptly notify the Trustee in writing of any change in the

"CUSIP" numbers.

SECTION 2.17 Restrictions on Transfer. The Partnership agrees that it

will refuse to register any transfer of Securities that is not made in

accordance with the provisions of Regulation S under the Securities Act or

pursuant to an available exemption from the registration requirements of the

Securities Act; provided that the provisions of this paragraph shall not be

applicable to any Security that does not bear a Restricted Securities Legend.

ARTICLE 3

REDEMPTION OF SECURITIES AT THE OPTION OF THE PARTNERSHIP

SECTION 3.01 Right to Redeem. (a) The Partnership may redeem the

Securities for cash, in whole at any time or in part from time to time, at any

time prior to their Stated Maturity, at the redemption price (the "Redemption

Price") equal to the greater of:

(i) 100% of the Principal Amount of the Securities being redeemed; and

(ii) the Make-Whole Amount for the Securities being redeemed,

plus, in each case, accrued and unpaid interest on such Securities to, but

excluding, the Redemption Date. The Partnership will, however, pay the interest

installment due on any Interest Payment Date that occurs on or before a

Redemption Date to the Holders as of the close of business on the Regular Record

Date immediately preceding that Interest Payment Date. Securities may be

redeemed in part but only in integral multiples of $1,000 of the Principal

Amount thereof.

(b) Except as set forth in this Article 3, the Securities are not

redeemable by the Partnership prior to their Stated Maturity, and the Securities

are not entitled to the benefit of any sinking fund.

SECTION 3.02 Notice to Holders. The election of the Partners to redeem

any Securities shall be evidenced by or shall be undertaken pursuant to a Board

Resolution. The Partnership shall give written notice of its intent to redeem

the Securities by first-class mail at least 30 days, but no more than 60 days,

prior to the applicable Redemption Date to Holders of

<PAGE>

Securities to be redeemed at their addresses as set forth in the register for

the Securities maintained by the Registrar.

SECTION 3.03 Selection of Securities to be Redeemed. (a) In the event

that the Partnership elects to redeem only a portion of the Securities, the

Securities to be redeemed shall be selected in accordance with procedures of the

Depositary, in the case of Global Securities, or by the Trustee by such method

as the Trustee deems to be fair and appropriate, in the case of Securities held

other than in the form of Global Securities, so long as such method is not

prohibited by the rules of any stock exchange on which the Securities are then

listed.

(b) The Trustee shall make the selection at least 30 days but not more

than 60 days before the Redemption Date from outstanding Securities not

previously called for redemption. Securities and portions of them the Trustee

selects shall be in Principal Amounts of $1,000 or an integral multiple of

$1,000.

redemption also apply to portions of Securities called for redemption. The

Trustee shall promptly notify the Partnership in writing of the Securities or

portions of Securities to be redeemed.

(d) If fewer than all the Securities are to be redeemed, the record

date relating to such redemption shall be selected by the Partnership and given

to the Trustee, which record date shall not be less than ten days after the date

of notice to the Trustee.

SECTION 3.04 Notice of Redemption. (a) At least 30 days but not more

than 60 days before a Redemption Date, the Partnership shall mail a notice of

redemption by first-class mail, postage prepaid, to each Holder of Securities to

be redeemed. The notice shall identify the Securities to be redeemed and shall

state:

(i) the Redemption Date;

(ii) the Redemption Price, or if then not ascertainable, the manner of

calculation thereof, and accrued and unpaid cash interest, if any, payable

on the Redemption Date;

(iii) the name and address of the Paying Agent;

(iv) that Securities called for redemption must be surrendered to the

Paying Agent to collect the Redemption Price and accrued and unpaid cash

interest, if any;

(v) if fewer than all the outstanding Securities are to be redeemed,

the certificate number and Principal Amount of the particular Securities to

be redeemed;

(vi) that, unless the Partnership defaults in making payment of such

Redemption Price and any cash interest which is due and payable, interest

on the Securities will cease to accrue on and after the Redemption D

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