As filed with the Securities and Exchange Commission on November 12, 2002
                                          Registration Statement No. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                                 Inergy, L.P.
            (Exact name of registrant as specified in its charter)

                     Delaware                  43-1918951
                  (State or other
                  jurisdiction of
                 incorporation or           (I.R.S. Employer
                   organization)           Identification No.)

                      2 Brush Creek Boulevard, Suite 200
                          Kansas City, Missouri 64112
                                (816) 842-8181
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                               R. Brooks Sherman
                      2 Brush Creek Boulevard, Suite 200
                          Kansas City, Missouri 64112
                                (816) 842-8181
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                                  Copies to:
                              Paul E. McLaughlin
                          Stinson Morrison Hecker LLP
                        1201 Walnut Street, Suite 2800
                          Kansas City, Missouri 64106
                                (816) 842-8600

   Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.

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

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

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

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

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

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

                        CALCULATION OF REGISTRATION FEE

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

  Title of each class of    Proposed maximum aggregate offering    Amount of
securities to be registered         price (1)(2)(3)(4)          registration fee
- --------------------------------------------------------------------------------
                                                          
  Common Units.............
- --------------------------------------------------------------------------------
  Partnership Securities...
- --------------------------------------------------------------------------------
  Debt Securities..........
- --------------------------------------------------------------------------------
  Total....................            $300,000,000                 $27,600

================================================================================
(1)Estimated solely for the purpose of calculating the registration fee
   pursuant to Rule 457(o). In no event will the aggregate initial offering
   price of all securities offered from time to time pursuant to this
   Registration Statement exceed $300,000,000. To the extent applicable, the
   aggregate amount of common units registered is further limited to that which
   is permissible under Rule 415 (a)(4) under the Securities Act. Any
   securities registered hereunder may be sold separately or as units with
   other securities registered hereunder.
(2)There are being registered hereunder a presently indeterminate number of
   common units and partnership securities and an indeterminate principal
   amount of debt securities. The common units and other partnership securities
   consist of units of partnership interest.
(3)The proposed maximum aggregate offering price for each class of securities
   to be registered is not specified pursuant to General Instruction, II.D. of
   Form S-3.
(4)If any debt securities are issued at an original issue discount, then the
   offering price of such debt securities shall be in such amount as shall
   result in an aggregate initial offering price not to exceed $300,000,000
   less the dollar amount of any registered securities previously issued.

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

   The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

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

                SUBJECT TO COMPLETION, DATED NOVEMBER 12, 2002

PROSPECTUS

                                 $300,000,000

                                 Inergy, L.P.

                                 Common Units
                            Partnership Securities
                                Debt Securities

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

   This prospectus provides you with a general description of the securities we
may offer. Each time we offer to sell securities we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement also may add, update or change information
contained in this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest.

   Our common units are traded on the Nasdaq National Market under the symbol
"NRGY." On November 8, 2002, the last reported sale price of our common units
on the Nasdaq was $28.58 per common unit. We will provide information in the
prospectus supplement for the trading market, if any, for the partnership
securities and debt securities.

    You should read and carefully consider the risks relating to investing in
the securities and each of the other risk factors described under "Risk
Factors" beginning on page 1 of this prospectus.

   Our principal executive offices are located at 2 Brush Creek Boulevard,
Suite 200, Kansas City, Missouri 64112, and our phone number is (816) 842-8181.

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

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

                     Prospectus dated              , 2002

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

                               TABLE OF CONTENTS

                                                                                   Page
                                                                                   ----
                                                                                
GUIDE TO READING THIS PROSPECTUS..................................................   1

RISK FACTORS......................................................................   1
   Risks Inherent in Our Business.................................................   2
   Risks Inherent in an Investment in Inergy, L.P.................................   6
   Tax Risks To Common Unitholders................................................   9

FORWARD-LOOKING STATEMENTS........................................................  11

THE OFFERING......................................................................  11

WHO WE ARE........................................................................  12

USE OF PROCEEDS...................................................................  12

RATIOS OF EARNINGS TO FIXED CHARGES...............................................  12

DESCRIPTION OF THE COMMON UNITS...................................................  13
   Distributions..................................................................  13
   Timing of Distributions........................................................  13
   Subordination Period...........................................................  13
   Early Conversion of Subordinated Units.........................................  14
   Issuance of Additional Units...................................................  14
   Voting Rights..................................................................  14
   Limited Call Right.............................................................  14
   Exchange Listing...............................................................  14
   Transfer Agent and Registrar Duties............................................  14
   Transfer of Common Units.......................................................  15
DESCRIPTION OF THE PARTNERSHIP SECURITIES.........................................  16
   Limitation on Issuance of Additional Partnership Securities....................  16
   Issuance of Additional Partnership Securities..................................  16

DESCRIPTION OF THE DEBT SECURITIES................................................  17
   General........................................................................  17
   Specified Terms of Each Series of Debt Securities in the Prospectus Supplement.  18
   Provisions Only in the Senior Indenture........................................  19
   Provisions Only in the Subordinated Indenture..................................  22
   Provisions That Apply to Both Indentures.......................................  22
   The Trustee....................................................................  26

TAX CONSIDERATIONS................................................................  27
   Partnership Status.............................................................  28
   Limited Partner Status.........................................................  29
   Tax Consequences of Unit Ownership.............................................  30
   Tax Treatment of Operations....................................................  34
   Disposition of Common Units....................................................  35
   Uniformity of Units............................................................  36
   Tax-Exempt Organizations and Other Investors...................................  37
   Administrative Matters.........................................................  38
   State, Local and Other Tax Considerations......................................  40

                                       i

                                                       

                  PLAN OF DISTRIBUTION................... 40

                  LEGAL MATTERS.......................... 41

                  EXPERTS................................ 41

                  OTHER MATTERS.......................... 42

                  WHERE YOU CAN FIND MORE INFORMATION.... 42

                  INCORPORATION OF DOCUMENTS BY REFERENCE 42

                                      ii

                       GUIDE TO READING THIS PROSPECTUS

   To understand us and the terms of our common units and other securities we
may offer, you should carefully read this prospectus together with any and all
prospectus supplements before you invest. You also should read the documents we
refer to under "Where You Can Find More Information" for information on us and
for our financial statements.

   The following information should help you understand some of the conventions
used in this prospectus.

  .  Throughout this prospectus:

       (1)when we use the terms "we," "us," or "Inergy, L.P.," we are referring
          either to Inergy, L.P., the registrant itself, or to Inergy, L.P. and
          its operating subsidiaries collectively, as the context requires;

       (2)when we use the term "our predecessor," we are referring to Inergy
          Partners, LLC, the entity that conducted our business prior to our
          initial public offering, which closed on July 31, 2001. Inergy, L.P.
          was formed as a Delaware limited partnership on March 7, 2001 and did
          not have operations until the initial public offering. Our
          predecessor commenced operations in November 1996. The discussion of
          our business throughout this prospectus relates to the business
          operations of Inergy Partners, LLC prior to Inergy, L.P.'s initial
          public offering and Inergy, L.P. thereafter;

       (3)when we use the term "securities," we are referring to the common
          units, partnership securities and debt securities described in this
          prospectus; and

       (4)when we use the term "unitholders," we are referring to the holders
          of common units and partnership securities, and we are referring to
          the holders of debt securities when we use the term "holders," except
          as the context otherwise requires.

  .  We have a managing general partner and a non-managing general partner. Our
     managing general partner is responsible for the management of our
     partnership and its operations are governed by a board of directors. Our
     managing general partner does not have rights to allocations or
     distributions from our partnership and does not receive a management fee,
     but it is reimbursed for expenses incurred on our behalf. Our non-managing
     general partner owns a 2% non-managing general partner interest in our
     partnership. Generally, we refer to each general partner as managing or
     non-managing, as the case may be. We collectively refer to our managing
     general partner and our non-managing general partner as our "general
     partners."

                                 RISK FACTORS

   Before you invest in the securities, you should be aware that there are
risks in doing so, including those described below. Common units, representing
limited partner interests, and other securities we may offer are inherently
different from capital stock of a corporation, although many of the business
risks to which we are subject are similar to those that would be faced by a
corporation engaged in a similar business. You should carefully consider the
following risk factors together with all of the other information included in
this prospectus, any prospectus supplement and the information that we have
incorporated herein by reference before investing in the securities.

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

                                      1

Risks Inherent in Our Business

  We may not be able to generate sufficient cash from operations to allow us to
  pay the minimum quarterly distribution.

   The amount of cash we can distribute on our common units and partnership
securities depends upon the amount of cash we generate from our operations. The
amount of cash we generate from our operations will fluctuate from quarter to
quarter and will depend upon, among other things, the temperatures in our
operating areas, the cost to us of the propane we buy for resale, the level of
competition from other propane companies and other energy providers and
prevailing economic conditions. In addition, the actual amount of cash
available for distribution will also depend on other factors, such as the level
of capital expenditures we make, debt service requirements, fluctuations in
working capital needs, our ability to borrow under our working capital facility
to make distributions, and the amount, if any, of cash reserves established by
the managing general partner in its discretion for the proper conduct of our
business. Because of all these factors, we may not have sufficient available
cash each quarter to be able to pay the minimum quarterly distribution.

   Furthermore, you should be aware that the amount of cash we have available
for distribution depends primarily upon our cash flow, including cash flow from
financial reserves and working capital borrowings, and is not solely a function
of profitability, which will be affected by non-cash items. As a result, we may
make cash distributions during periods when we record losses and may not make
cash distributions during periods when we record net income.

  Since weather conditions may adversely affect the demand for propane, our
  financial condition and results of operations are vulnerable to, and will be
  adversely affected by, warm winters.

   Weather conditions have a significant impact on the demand for propane
because our customers depend on propane principally for heating purposes. As a
result, warm weather conditions will adversely impact our operating results and
financial condition. Actual weather conditions can substantially change from
one year to the next. Furthermore, warmer than normal temperatures in one or
more regions in which we operate can significantly decrease the total volume of
propane we sell. Consequently, our operating results may vary significantly due
to actual changes in temperature. During the fiscal years ended September 30,
1999, 2000 and 2002, temperatures were significantly warmer than normal in our
areas of operation. We believe that our results of operations during these
periods were adversely affected primarily due to this abnormally warm weather.

  If we do not continue to make acquisitions on economically acceptable terms,
  our future financial performance will be limited.

   The propane industry is not a growth industry because of increased
competition from alternative energy sources. In addition, as a result of
long-standing customer relationships that are typical in the retail home
propane industry, the inconvenience of switching tanks and suppliers and
propane's higher cost as compared to other energy sources, we may have
difficulty in increasing our retail customer base other than through
acquisitions. Therefore, while our business strategy includes internal growth,
our ability to grow will depend principally on acquisitions. Our future
financial performance depends on our ability to continue to make acquisitions
at attractive prices. We cannot assure you that we will be able to continue to
identify attractive acquisition candidates in the future or that we will be
able to acquire businesses on economically acceptable terms. In particular,
competition for acquisitions in the propane business has intensified and become
more costly. We may not be able to grow as rapidly as we expect through
acquiring additional businesses after this offering closes for various reasons,
including the following:

  .  We will use our cash from operations primarily for reinvestment in our
     business and distributions to unitholders. Consequently, the extent to
     which we are unable to use cash or access capital to pay for additional
     acquisitions may limit our growth and impair operating results. Further,
     we are subject to certain debt incurrence covenants in our revolving
     credit facility and senior secured notes that may restrict our ability to
     incur additional debt to finance acquisitions. In addition, any new debt
     we incur to finance acquisitions may adversely affect our ability to make
     distributions to our unitholders.

                                      2

  .  Although we intend to use our securities as an acquisition currency, some
     prospective sellers may not be willing to accept our securities as
     consideration and their issuance in some circumstances may be dilutive to
     our existing unitholders.

   Moreover, acquisitions involve potential risks, including:

  .  the inability to integrate the operations of recently acquired businesses,

  .  the diversion of management's attention from other business concerns,

  .  customer or key employee loss from the acquired businesses, and

  .  a significant increase in our indebtedness.

  We cannot assure you that we will be successful in integrating our recent
  acquisitions.

   We have recently completed the Independent Propane Company, Pro Gas and
Hancock acquisitions, which geographically expanded our operations into several
new states, including Arkansas, Florida, Georgia, Oklahoma, South Carolina and
Texas. We cannot assure you that we will successfully integrate these
acquisitions into our operations, or that we will achieve the desired
profitability from these acquisitions. Failure to successfully integrate these
acquisitions could adversely affect our operations and cash flows available for
distribution to our unitholders.

  Sudden and sharp propane price increases that cannot be passed on to
  customers may adversely affect our profit margins.

   The propane industry is a "margin-based" business in which gross profits
depend on the excess of sales prices over supply costs. As a result, our
profitability will be sensitive to changes in wholesale prices of propane
caused by changes in supply or other market conditions. When there are sudden
and sharp increases in the wholesale cost of propane, we may not be able to
pass on these increases to our customers through retail or wholesale prices.
Propane is a commodity and the price we pay for it can fluctuate significantly
in response to changes in supply or other market conditions. We have no control
over supply or market conditions. In addition, the timing of cost pass-throughs
can significantly affect margins. Sudden and extended wholesale price increases
could reduce our gross profits and could, if continued over an extended period
of time, reduce demand by encouraging our retail customers to conserve or
convert to alternative energy sources. Furthermore, on May 1, 2002, we entered
into a one-year contract to purchase all of Sunoco Inc. (R&M)'s propane
production at its Toledo, Ohio refinery, which is approximately 62 million
gallons per year. If we are unable to market all of this propane at competitive
prices, our gross profits and margins could be significantly reduced.

  Our indebtedness may limit our ability to borrow additional funds, make
  distributions to our unitholders or capitalize on acquisition or other
  business opportunities.

   As of November 8, 2002, our total outstanding long-term indebtedness
(excluding borrowings under our working capital facility) was approximately
$118.5 million, including $85.7 million of senior secured notes, approximately
$29.0 million under our acquisition facility and approximately $3.8 million of
other indebtedness. Our payment of principal and interest on the indebtedness
will reduce the cash available for distribution on our common units and
partnership securities. We will be prohibited by our credit facility and the
terms of our senior secured notes from making cash distributions during an
event of default under any of our indebtedness. Furthermore, our leverage and
various limitations in the credit facility and the note purchase agreement
relating to the senior secured notes may reduce our ability to incur additional
indebtedness, to engage in some transactions and to capitalize on acquisition
or other business opportunities.

   In addition, our credit facility contains provisions relating to change of
control of our managing general partner, our partnership and our operating
company. If these provisions are triggered, such outstanding

                                      3

indebtedness may become due. In such event, there is no assurance that we would
be able to pay the indebtedness, in which case the lenders would have the right
to foreclose on our assets, which would have a material adverse effect on us.
There is no restriction on the ability of our general partners to enter into a
transaction which would trigger the change of control provisions.

  The highly competitive nature of the retail propane business could cause us
  to lose customers, thereby reducing our revenues.

   We have competitors and potential competitors who are larger and have
substantially greater financial resources than we do, which may provide them
with some advantages. Also, because of relatively low barriers to entry into
the retail propane business, numerous small retail propane distributors, as
well as companies not engaged in retail propane distribution, may enter our
markets and compete with us. Competition in the past several years has
intensified, partly as a result of warmer-than-normal weather and general
economic conditions. Most of our propane retail branch locations compete with
several marketers or distributors. The principal factors influencing
competition with other retail marketers are:

  .  price,

  .  reliability and quality of service,

  .  responsiveness to customer needs,

  .  safety concerns,

  .  long-standing customer relationships,

  .  the inconvenience of switching tanks and suppliers, and

  .  the lack of growth in the industry.

   We can make no assurances that we will be able to compete successfully on
the basis of these factors. If a competitor attempts to increase market share
by reducing prices, we may lose customers, which would reduce our revenues.

  If we are not able to purchase propane from our principal suppliers, our
  results of operations would be adversely affected.

   During the fiscal year ended September 30, 2001, Louis Dreyfus Energy
Services, L.P. and Dynegy Inc. each accounted for approximately 10% of our
volume of propane purchases on a pro forma combined basis. Most of these
purchases were made under supply contracts that have a term of one year, are
subject to annual renewal and provide various pricing formulas. On May 1, 2002,
we entered into a one-year contract to purchase all of Sunoco Inc. (R&M)'s
propane production at its Toledo, Ohio refinery, which is approximately 62
million gallons per year. In the event that we are unable to purchase propane
from Sunoco or our other significant suppliers, our failure to obtain alternate
sources of supply at competitive prices and on a timely basis would hurt our
ability to satisfy customer demand, reduce our revenues and adversely affect
our results of operations.

  Competition from alternative energy sources may cause us to lose customers,
  thereby reducing our revenues.

   Competition from alternative energy sources, including natural gas and
electricity, has been increasing as a result of reduced regulation of many
utilities, including natural gas and electricity. Propane is generally not
competitive with natural gas in areas where natural gas pipelines already exist
because natural gas is a less expensive source of energy than propane. The
gradual expansion of natural gas distribution systems and availability of
natural gas in many areas that previously depended upon propane could cause us
to lose customers, thereby reducing our revenues.

                                      4

  Terrorist attacks, such as the attacks that occurred on September 11, 2001,
  have resulted in increased costs, and future war or risk of war may adversely
  impact our results of operations.

   The impact that terrorist attacks, such as the attacks of September 11,
2001, may have on the energy industry in general, and on us in particular, is
not known at this time. Uncertainty surrounding retaliatory military strikes or
a sustained military campaign may affect our operations in unpredictable ways,
including disruptions of fuel supplies and markets, particularly oil, and the
possibility that infrastructure facilities, including pipelines, production
facilities, processing plants and refineries, could be direct targets of, or
indirect casualties of, an act of terror. We may have to incur additional costs
in the future to safeguard certain of our assets and we may be required to
incur significant additional costs in the future.

   The terrorist attacks on September 11, 2001 and the changes in the insurance
markets attributable to the September 11 attacks may make certain types of
insurance more difficult for us to obtain. We may be unable to secure the
levels and types of insurance we would otherwise have secured prior to
September 11, 2001. There can be no assurance that insurance will be available
to us without significant additional costs. A lower level of economic activity
could also result in a decline in energy consumption which could adversely
affect our revenues or restrict our future growth. Instability in the financial
markets as a result of terrorism or war could also affect our ability to raise
capital.

  Our business would be adversely affected if service at our principal storage
  facilities or on the common carrier pipelines we use is interrupted.

   Historically, a substantial portion of the propane purchased to support our
operations has originated at Conway, Kansas, Hattiesburg, Mississippi and Mont
Belvieu, Texas and has been shipped to us through major common carrier
pipelines. Any significant interruption in the service at these storage
facilities or on the common carrier pipelines we use would adversely affect our
ability to obtain propane.

  We are subject to operating and litigation risks that could adversely affect
  our operating results to the extent not covered by insurance.

   Our operations are subject to all operating hazards and risks incident to
handling, storing, transporting and providing customers with combustible
liquids such as propane. As a result, we have been, and likely will be, a
defendant in legal proceedings and litigation arising in the ordinary course of
business. We maintain insurance policies with insurers in such amounts and with
such coverages and deductibles as we believe are reasonable and prudent.
However, our insurance may not be adequate to protect us from all material
expenses related to potential future claims for personal and property damage.
In addition, the occurrence of a serious accident, whether or not we are
involved, may have an adverse effect on the public's desire to use our products.

  Our results of operations and financial condition may be adversely affected
  by governmental regulation and associated environmental and regulatory costs.

   The propane business is subject to a wide range of federal and state laws
and regulations related to environmental and other regulated matters. We may
have higher costs in the future due to stricter pollution control requirements
or liabilities resulting from non-compliance with operating or other regulatory
permits. New environmental regulations might adversely impact our operations,
as well as the storage and transportation of propane.

  Energy efficiency and new technology may reduce the demand for propane and
  adversely affect our operating results.

   Increased conservation and technological advances, including installation of
improved insulation and the development of more efficient furnaces and other
heating devices, has adversely affected the demand for propane by retail
customers. Future conservation measures or technological advances in heating,
conservation, energy generation or other devices might reduce demand for
propane and adversely affect our operating results.

                                      5

  Due to our lack of asset diversification, adverse developments in our propane
  business would reduce our ability to make distributions to our unitholders.

   We rely exclusively on the revenues generated from our propane business. Due
to our lack of asset diversification, an adverse development in this business
would have a significantly greater impact on our financial condition and
results of operations than if we maintained more diverse assets.

Risks Inherent in an Investment in Inergy, L.P.

  Unitholders have less ability to elect or remove management than holders of
  common stock in a corporation.

   Unlike the holders of common stock in a corporation, unitholders have only
limited voting rights on matters affecting our business, and therefore limited
ability to influence management's decisions regarding our business. Unitholders
did not elect our managing general partner or its board of directors and will
have no right to elect our managing general partner or its board of directors
on an annual or other continuing basis. The board of directors of our managing
general partner is chosen by the sole member of our managing general partner,
Inergy Holdings. Although our managing general partner has a fiduciary duty to
manage our partnership in a manner beneficial to Inergy, L.P. and the
unitholders, the directors of the managing general partner have a fiduciary
duty to manage the managing general partner in a manner beneficial to its
member, Inergy Holdings.

   Furthermore, if the unitholders are dissatisfied with the performance of our
managing general partner, they will have little ability to remove our managing
general partner. First of all, the managing general partner generally may not
be removed except upon the vote of the holders of 66 2/3% of the outstanding
units voting together as a single class. Because the general partners and their
affiliates, including our executive officers and directors, currently control
approximately 30% of all the units, it will be difficult to remove the managing
general partner without the consent of the general partners and our affiliates.
Furthermore, if the managing general partner is removed without cause during
the subordination period and units held by the general partners and their
affiliates are not voted in favor of that removal, all remaining subordinated
units will automatically be converted into common units and any existing
arrearages on the common units will be extinguished. A removal under these
circumstances would adversely affect the common units by prematurely
eliminating their distribution and liquidation preference over the subordinated
units which would otherwise have continued until we had met certain
distribution and performance tests.

   Cause is narrowly defined to mean that a court of competent jurisdiction has
entered a final, non-appealable judgment finding the managing general partner
liable for actual fraud, gross negligence, or willful or wanton misconduct in
its capacity as our managing general partner. Cause does not include most cases
of charges of poor management of the business, so the removal of the managing
general partner because of the unitholders' dissatisfaction with the managing
general partner's performance in managing our partnership will most likely
result in the termination of the subordination period.

   Furthermore, unitholders' voting rights are further restricted by the
partnership agreement provision providing that any units held by a person that
owns 20% or more of any class of units then outstanding, other than the general
partners and their affiliates, cannot be voted on any matter.

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

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

                                      6

of the managing general partner with its own choices and to control the
decisions taken by the board of directors and officers.

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

   If at any time less than 20% of the outstanding units of any class are held
by persons other than our general partners and their affiliates, our managing
general partner has the right to acquire all, but not less than all, of those
units held by the unaffiliated persons. The price for these units will not be
less than the then-current market price of the units. As a consequence, you may
be required to sell your common units at an undesirable time or price. Our
managing general partner may assign this acquisition right to any of its
affiliates or to the partnership.

  Cost reimbursements due our managing general partner may be substantial and
  reduce our ability to pay the minimum quarterly distribution.

   Prior to making any distributions on the units, we will reimburse our
managing general partner for all expenses it has incurred on our behalf. In
addition, our general partners and their affiliates may provide us with
services for which we will be charged reasonable fees as determined by the
managing general partner. The reimbursement of these expenses and the payment
of these fees could adversely affect our ability to make distributions to you.
Our managing general partner has sole discretion to determine the amount of
these expenses and fees. From July 31, 2001 until June 30, 2002, our general
partners and their affiliates incurred $7.0 million of direct and indirect
expenses on our behalf, consisting primarily of salaries and employee benefits.
Effective January 1, 2002, all employees of our general partners became
employees of our operating company.

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

   While any senior subordinated units remain outstanding, our managing general
partner may cause us to issue up to 800,000 additional common units without
your approval. Our managing general partner may also cause us to issue an
unlimited number of additional common units, without your approval, in a number
of circumstances, such as:

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

  .  the conversion of subordinated units into common units,

  .  the conversion of the general partner interests and the incentive
     distribution rights into common units as a result of the withdrawal of our
     general partners, or

  .  issuances of common units under our employee benefit plans.

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

  .  the proportionate ownership interest of our unitholders in us will
     decrease,

  .  the amount of cash available for distribution on each common unit or
     partnership security may decrease,

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

  .  the relative voting strength of each previously outstanding common unit
     may be diminished, and

  .  the market price of the common units or partnership securities may decline.

   Once no senior subordinated units remain outstanding, we may issue an
unlimited number of limited partner interests of any type without the approval
of the unitholders. Our partnership agreement does not give the unitholders the
right to approve our issuance of equity securities ranking junior to the common
units.

                                      7

  You may not have limited liability if a court finds that unitholder actions
  constitute control of our business.

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

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

   In addition, Section 17-607 of the Delaware Revised Uniform Limited
Partnership Act provides that, under some circumstances, a unitholder may be
liable to us for the amount of a distribution for a period of three years from
the date of the distribution.

  Our general partners have conflicts of interest and limited fiduciary
  responsibilities, which may permit our general partners to favor their own
  interests to the detriment of unitholders.

   Inergy Holdings and its affiliates directly and indirectly own an aggregate
limited partner interest of approximately 24% in us and the incentive
distribution rights, own and control our managing general partner and own and
control our non-managing general partner, which owns the 2% general partner
interest. Conflicts of interest could arise in the future as a result of
relationships between Inergy Holdings, our general partners and their
affiliates, on the one hand, and the partnership or any of the limited
partners, on the other hand. As a result of these conflicts our general
partners may favor their own interests and those of their affiliates over the
interests of the unitholders. The nature of these conflicts includes the
following considerations:

  .  Our general partners may limit their liability and reduce their fiduciary
     duties, while also restricting the remedies available to unitholders for
     actions that might, without the limitations, constitute breaches of
     fiduciary duty. Unitholders are deemed to have consented to some actions
     and conflicts of interest that might otherwise be deemed a breach of
     fiduciary or other duties under applicable state law.

  .  Our general partners are allowed to take into account the interests of
     parties in addition to the partnership in resolving conflicts of interest,
     thereby limiting their fiduciary duties to the unitholders.

  .  Our general partners' affiliates are not prohibited from engaging in other
     business or activities, including those in direct competition with us.

  .  Our managing general partner determines the amount and timing of asset
     purchases and sales, capital expenditures, borrowings and reserves, each
     of which can affect the amount of cash that is distributed to unitholders.

  .  Our managing general partner determines whether to issue additional units
     or other equity securities of the partnership.

  .  Our managing general partner determines which costs are reimbursable by us.

  .  Our managing general partner controls the enforcement of obligations owed
     to us by it.

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

  .  Our managing general partner is not restricted from causing us to pay it
     or its affiliates for any services rendered on terms that are fair and
     reasonable to us or entering into additional contractual arrangements with
     any of these entities on our behalf.

  .  In some instances our managing general partner may borrow funds in order
     to permit the payment of distributions, even if the purpose or effect of
     the borrowing is to make a distribution on the subordinated units or to
     make incentive distributions or hasten the expiration of the subordination
     period.

                                      8

Tax Risks To Common Unitholders

   You are urged to read "Tax Considerations" for a more complete discussion of
the following expected material federal income tax consequences of owning and
disposing of our common units.

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

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

   If we were treated as a corporation for federal income tax purposes, we
would pay federal income tax on our income at the corporate tax rate, which is
currently a maximum of 35% and we would likely pay state taxes as well.
Distributions to unitholders would generally be taxed again as corporate
distributions, and none of our income, gains, losses or deductions would flow
through to unitholders. Because a tax would be imposed upon us as a
corporation, our cash available for distribution to unitholders would be
substantially reduced. Therefore, treatment of us as a corporation would result
in a material reduction in the after-tax return to the unitholders, likely
causing a substantial reduction in the value of our common units.

   A change in current law or a change in our business could cause us to be
treated as a corporation for federal income tax purposes or otherwise subject
us to entity-level taxation. The partnership agreement provides that, if a law
is enacted or existing law is modified or interpreted in a manner that causes
us to be treated as a corporation or otherwise subjects us to entity-level
taxation for federal, state or local income tax purposes, then the minimum
quarterly distribution and the target distribution levels will be adjusted to
reflect that impact on us.

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

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

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

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

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

   Unitholders who sell common units will recognize gain or loss equal to the
difference between the amount realized and their tax basis in those common
units. Prior distributions in excess of the total net taxable income allocated
for a common unit which decreased a unitholder's tax basis in that common unit
will, in effect, become taxable income to the unitholder if the common unit is
sold at a price greater than the unitholder's tax basis in that common unit,
even if the price is less than his original cost. A substantial portion of the
amount the unitholder realizes, whether or not representing gain, will likely
be ordinary income to the unitholder. Should the IRS successfully contest some
positions we take, a unitholder could recognize more gain on the sale of common

                                      9

units than would be the case under those positions, without the benefit of
decreased income in prior years. Also, unitholders who sell common units may
incur a tax liability in excess of the amount of cash they receive from the
sale.

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

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

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

   We are registered with the IRS as a "tax shelter." Our tax shelter
registration number is 01204000001. The tax laws require that some types of
entities, including some partnerships, register as "tax shelters" in response
to the perception that they claim tax benefits that may be unwarranted. As a
result, we may be audited by the IRS and tax adjustments could be made. Any
unitholder owning less than a 1% profits interest in us has very limited rights
to participate in the income tax audit process. Further, any adjustments in our
tax returns will lead to adjustments in the unitholder's tax returns and may
lead to audits of his tax returns and adjustments of items unrelated to us.
Unitholders will bear the cost of any expense incurred in connection with an
examination of their personal tax returns and indirectly bear a portion of the
cost of an audit of us.

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

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

  Unitholders likely will be subject to state and local taxes in states where
  they do not live as a result of an investment in the units.

   In addition to federal income taxes, the unitholders likely will be subject
to other taxes, including state and local taxes, unincorporated business taxes
and estate, inheritance or intangible taxes that are imposed by the various
jurisdictions in which we do business or own property now or in the future even
if they do not live in any of those jurisdictions. Unitholders likely will be
required to file state and local income tax returns and pay state and local
income taxes in some or all of the jurisdictions. Further, unitholders may be
subject to penalties for failure to comply with those requirements. We
presently anticipate that substantially all of our income will be generated in
the following states: Arkansas, Florida, Georgia, Illinois, Indiana, Michigan,
North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia and
Wisconsin. Each of these states, except Florida and Texas, imposes a personal
income tax. If we expand our operations into other states, unitholders may have
to file state and local income tax returns in additional jurisdictions. If we
conduct operations in other states, unitholders may be required to file state
and local income tax returns in additional jurisdictions. It is the
responsibility of each unitholder to file all federal, state and local tax
returns. Our counsel has not rendered an opinion on the state or local tax
consequences of an investment in us.

                                      10

                          FORWARD-LOOKING STATEMENTS

   Some of the information in this prospectus, any prospectus supplement and
the documents that we have incorporated herein by reference may contain
forward-looking statements. All statements other than statements of historical
fact are forward-looking statements. These statements can be identified by the
use of forward-looking terminology including "may," "believe," "will,"
"expect," "anticipate," "estimate," "continue" or other similar words. These
statements discuss plans, strategies, events or developments that we expect or
anticipate will or may occur in the future. Specific factors could cause our
actual results to differ materially from those contained in any forward-looking
statement. These factors include, but are not limited to:

  .  the effect of weather conditions on demand for propane;

  .  the price volatility and availability of propane;

  .  the availability of capacity to transport propane to market areas and our
     customers;

  .  competition from other energy sources and within the propane industry;

  .  improvements in energy efficiency and technology trends resulting in
     reduced demand for propane;

  .  our ability to achieve expected operating cost savings, synergies and
     productivity improvements from the integration of the propane distribution
     businesses we acquire;

  .  our inability to make business acquisitions on economically acceptable
     terms;

  .  our ability to obtain new customers and retain existing customers;

  .  operating hazards and risks incidental to transporting, storing and
     distributing propane and related products, including the risk of
     explosions and fires resulting in personal injury and property damage;

  .  liability for environmental claims;

  .  adverse labor relations;

  .  governmental legislation and regulation;

  .  the condition of the capital markets in the United States; and

  .  the political and economic stability of oil producing nations of the world.

   A forward-looking statement may include a statement of the assumptions or
bases underlying the forward-looking statement. We believe that we have chosen
these assumptions or bases in good faith and that they are reasonable. However,
we caution you that assumed facts or bases almost always vary from actual
results, and the differences between assumed facts or bases and actual results
can be material, depending on the circumstances. When considering
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus, any prospectus supplement and the
documents that we have incorporated by reference, including those described in
the "Risk Factors" section of this prospectus. We will not update these
statements unless the securities laws require us to do so.

                                 THE OFFERING

   This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf registration process, we may sell the common units, partnership
securities and debt securities described in this prospectus from time to time
in one or more offerings. This prospectus provides you with a general
description of us and the securities. Each time we offer to sell securities
with this prospectus, we may provide a prospectus supplement that will contain
specific information about the terms of that offering. Prospectus supplements
may add, update or change information contained in this prospectus. Therefore,
before you invest in the securities, you should read this prospectus, any
prospectus supplements and the documents we refer to under the heading
"Incorporation of Documents by Reference."

                                      11

                                  WHO WE ARE

   We own and operate a rapidly growing retail and wholesale propane marketing
and distribution business. Since our predecessor's inception in November 1996,
we have acquired 14 propane companies for an aggregate purchase price of
approximately $243 million, including working capital, assumed liabilities and
acquisition costs. For a more detailed description of our predecessor, please
read "Guide to Reading this Prospectus." For the fiscal year ended September
30, 2001, on a pro forma combined basis we sold approximately 124 million
gallons of propane to retail customers and approximately 262 million gallons of
propane to wholesale customers.

   Our retail business includes the retail marketing, sale and distribution of
propane, including the sale and lease of propane supplies and equipment, to
residential, commercial, industrial and agricultural customers. We market our
propane products under seven regional brand names: Bradley Propane, Country
Gas, Hancock Gas Service, Hoosier Propane, Independent Propane Company,
McCracken and Pro Gas. We serve approximately 199,000 retail customers in
Arkansas, Florida, Georgia, Illinois, Indiana, Michigan, North Carolina, Ohio,
Oklahoma, South Carolina, Tennessee, Texas, Virginia and Wisconsin from 103
customer service centers which have an aggregate of approximately 6.6 million
gallons of above-ground propane storage capacity. In addition to our retail
business, we operate a wholesale supply, marketing and distribution business,
providing propane procurement, transportation and supply and price risk
management services to our customer service centers, as well as to independent
dealers and multistate marketers and, to a lesser extent, selling propane as a
standby fuel to industrial end users. We currently provide wholesale supply and
distribution services to approximately 350 customers in 24 states, primarily in
the Midwest and Southeast.

   Our operations are conducted through, and our operating assets are owned by,
our subsidiaries. We own our interests in our subsidiaries through our
operating company, Inergy Propane, LLC. Inergy GP, LLC, our managing general
partner, has sole responsibility for conducting our business and managing our
operations. Our managing general partner's only interest in us is its
management rights. Inergy GP, LLC has no economic interest in our partnership
and does not receive a management fee, but it is reimbursed for expenses
incurred on our behalf. Inergy Partners, LLC, our non-managing general partner,
owns a 2% non-managing general partner interest in us. The 2% general partner
interest is entitled to its proportionate share of allocations and
distributions in our partnership. Our non-managing general partner has no
operational or managerial responsibilities under our partnership agreement.

   Our common units, which represent limited partner interests, are traded on
the Nasdaq National Market under the symbol "NRGY." On November 8, 2002, the
last reported sale price of our common units on the Nasdaq was $28.58 per
common unit.

   Our principal executive offices are located at 2 Brush Creek Boulevard,
Suite 200, Kansas City, Missouri 64112, and our phone number is (816) 842-8181.

                                USE OF PROCEEDS

   We will use the net proceeds from the sale of the securities for general
business purposes, including debt repayment, future acquisitions, capital
expenditures and working capital. We may change the potential uses of the net
proceeds in a prospectus supplement.

                      RATIOS OF EARNINGS TO FIXED CHARGES

   The table below sets forth the ratio of earnings to fixed charges of Inergy,
L.P. for the periods indicated.

                                         Year Ended September 30,
                                         ------------------------
                      November 8, 1996
                             to                                       Nine Months
                     Septemeber 30, 1997 1998  1999  2000  2001   Ended June 30, 2002
                     ------------------- ----  ----  ----  -----  -------------------
                                                
Ratio of earnings to
  fixed charges.....         --           --    --    --   1.65x         3.08

                                      12

   For purposes of determining the ratio of earnings to fixed charges, earnings
are defined as earnings (loss) from continuing operations before income taxes,
plus fixed charges. Fixed charges consist of interest expense on all
indebtedness and the amortization of deferred financing costs and interest
associated with operating rentals. Earnings were inadequate to cover fixed
charges by $274,000 for the period from November 8, 1996 to September 30, 1997,
$35,000 for the year ended September 30, 1998, $129,000 for the year ended
September 30, 1999, and $1.8 million for the year ended September 30, 2000.

                        DESCRIPTION OF THE COMMON UNITS

   The common units and the subordinated units represent limited partner
interests in us. The holders of these units are entitled to participate in
partnership distributions and exercise the rights or privileges available to
limited partners under our partnership agreement. As of November 8, 2002, we
had 3,827,176 common units, representing a 48.6% limited partner interest;
3,313,367 senior subordinated units, representing a 42.1% limited partner
interest; and 572,542 junior subordinated units, representing a 7.3% limited
partner interest. Thus, as of that date our equity consisted of a 98% limited
partner interest and a 2% general partner interest.

Distributions

   Common units are entitled to receive distributions of available cash of
$0.60 per quarter, or $2.40 on an annualized basis, before any distributions
are paid on our subordinated units.

   In general, we will pay any cash distributions we make each quarter in the
following manner:

  .  first, 98% to the common units and 2% to the non-managing general partner,
     until each common unit has received a minimum quarterly distribution of
     $0.60 plus any arrearages from prior quarters;

  .  second, 98% to the senior subordinated units and 2% to the non-managing
     general partner, until each senior subordinated unit has received a
     minimum quarterly distribution of $0.60;

  .  third, 98% to the junior subordinated units and 2% to the non-managing
     general partner, until each junior subordinated unit has received a
     minimum quarterly distribution of $0.60; and

  .  fourth, 98% to all units, pro rata, and 2% to the non-managing general
     partner, until each unit has received a distribution of $0.66 per quarter.

   If cash distributions exceed $0.66 per unit in any quarter, Inergy Holdings,
the sole member of our managing general partner, will receive increasing
percentages, up to 48%, of the cash we distribute in excess of that amount.

   We must distribute all of our cash on hand at the end of each quarter, less
reserves established by our managing general partner. The amount of this
"available cash" may be greater than or less than the minimum quarterly
distribution.

Timing of Distributions

   We pay distributions approximately 45 days after March 31, June 30,
September 30 and December 31 to unitholders of record on the applicable record
date and to our non-managing general partner.

Subordination Period

   The subordination period will end once we meet the financial tests in the
partnership agreement, but it generally cannot end before June 30, 2006 with
respect to the senior subordinated units and June 30, 2008 with respect to the
junior subordinated units.

   When the applicable subordination period ends, all remaining senior
subordinated units or junior subordinated units, as applicable, will convert
into common units on a one-for-one basis. Once all subordinated units have been
converted into common units, the common units will no longer be entitled to
arrearages.

                                      13

Early Conversion of Subordinated Units

   If we meet the applicable financial tests in the partnership agreement as of
any quarter ending on or after June 30, 2004, 25% of the senior subordinated
units will convert into common units. If we meet these tests as of any quarter
ending on or after June 30, 2005, an additional 25% of the senior subordinated
units will convert into common units. The early conversion of the second 25% of
the senior subordinated units may not occur until at least one year after the
early conversion of the first 25% of the senior subordinated units.

   If we meet the applicable financial tests in the partnership agreement as of
any quarter ending on or after June 30, 2006, 25% of the junior subordinated
units will convert into common units. If we meet these tests as of any quarter
ending on or after June 30, 2007, an additional 25% of the junior subordinated
units will convert into common units. The early conversion of the second 25% of
the junior subordinated units may not occur until at least one year after the
early conversion of the first 25% of the junior subordinated units.

   Notwithstanding the foregoing, all outstanding junior subordinated units may
convert into common units on a one-for-one basis on or after June 30, 2006, if
we have paid a distribution of at least $2.80 on each outstanding unit for each
of the three preceding non-overlapping four-quarter periods, all of the senior
subordinated units have been converted into common units, and we have met other
applicable financial tests in the partnership agreement.

Issuance of Additional Units

   In general, while any senior subordinated units remain outstanding, we may
not issue more than 800,000 additional common units without obtaining
unitholder approval. We may, however, issue an unlimited number of common units
in connection with acquisitions that increase cash flow from operations per
unit on a pro forma basis. We refer to acquisitions which increase cash flow
from operations on a per unit basis as "accretive."

Voting Rights

   Unlike the holders of common stock in a corporation, our common unitholders
will have only limited voting rights on matters affecting our business. Our
unitholders will have no right to elect our managing general partner or its
directors on an annual or other continuing basis. The managing general partner
may not be removed except by the vote of the holders of at least 66 2/3% of the
outstanding common units, including units owned by the general partners and
their affiliates.

Limited Call Right

   If at any time not more than 20% of the outstanding common units are held by
persons other than our general partners and their affiliates, our managing
general partner has the right, but not the obligation, to purchase all of the
remaining common units at a price not less than the then current market price
of the common units.

Exchange Listing

   Our common units are traded on the Nasdaq National Market under the symbol
"NRGY."

Transfer Agent and Registrar Duties

   American Stock Transfer & Trust Company serves as registrar and transfer
agent for the common units. We pay all fees charged by the transfer agent for
transfers of common units, except the following that must be paid by
unitholders:

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

  .  special charges for services requested by a holder of a common unit, and

  .  other similar fees or charges.

                                      14

   There is no charge to unitholders for disbursements of our cash
distributions. We will indemnify the transfer agent, its agents and each of
their stockholders, directors, officers and employees against all claims and
losses that may arise out of acts performed or omitted for its activities as
transfer agent, except for any liability due to any gross negligence or
intentional misconduct of the indemnified person or entity.

Transfer of Common Units

   Any transfers of a common unit will not be recorded by the transfer agent or
recognized by us unless the transferee executes and delivers a transfer
application. By executing and delivering a transfer application, the transferee
of common units:

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

  .  automatically requests admission as a substituted limited partner in our
     partnership,

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

  .  represents that the transferee has the capacity, power and authority to
     enter into the partnership agreement,

  .  grants powers of attorney to officers of our managing general partner and
     any liquidator of us as specified in the partnership agreement, and

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

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

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

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

  .  the right to assign the common unit to a purchaser or other transferee, and

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

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

  .  will not receive cash distributions or federal income tax allocations,
     unless the common units are held in a nominee or "street name" account and
     the nominee or broker has executed and delivered a transfer application,
     and

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

   The transferor of common units has a duty to provide the transferee with all
information that may be necessary to transfer the common units. The transferor
does not have a duty to insure the execution of the transfer application by the
transferee and has no liability or responsibility if the transferee neglects or
chooses not to execute and forward the transfer application to the transfer
agent.

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

                                      15

                   DESCRIPTION OF THE PARTNERSHIP SECURITIES

Limitation on Issuance of Additional Partnership Securities

   The partnership agreement authorizes us to issue an unlimited number of
additional limited partner interests and other equity securities for the
consideration and on the terms and conditions established by the managing
general partner in its sole discretion without the approval of any limited
partners. While any senior subordinated units remain outstanding, however,
except as we discuss in the following paragraph, we may not issue equity
securities ranking senior to the common units or an aggregate of more than
800,000 additional common units or units on a parity with the common units, in
each case, without the approval of the holders of a majority of the outstanding
common units and subordinated units, voting as separate classes.

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

  .  upon exercise of the underwriters' over-allotment option,

  .  upon conversion of the subordinated units,

  .  under employee benefit plans,

  .  upon conversion of the general partner interests and incentive
     distribution rights as a result of a withdrawal of a general partner,

  .  in the event of a combination or subdivision of common units, or

  .  in connection with an acquisition or a capital improvement that would have
     resulted, on a pro forma basis, in an increase in adjusted operating
     surplus on a per unit basis for the preceding four-quarter period.

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

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

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

Issuance of Additional Partnership Securities

   The following is a description of the general terms and provisions of the
partnership securities. The particular terms of any series of partnership
securities will be described in the applicable prospectus supplement and the
amendment to the partnership agreement relating to that series of partnership
securities, which will be filed as an exhibit to or incorporated by reference
in this prospectus at or prior to the time of issuance of any such series of
partnership securities. If so indicated in a prospectus supplement, the terms
of any such series may differ from the terms set forth below.

                                      16

   Subject to the limitations described above, the general partner is
authorized to approve the issuance of one or more series of partnership
securities without further authorization of the limited partners and to fix the
number of securities, the designations, rights, privileges, restrictions and
conditions of any such series.

   The applicable prospectus supplement will set forth the number of
securities, particular designation, relative rights and preferences and the
limitations of any series of partnership securities in respect of which this
prospectus is delivered. The particular terms of any such series will include
the following:

  .  the maximum number of securities to constitute the series and the
     designation and ranking thereof;

  .  the annual distribution rate, if any, on securities of the series, whether
     such rate is fixed or variable or both, the dates from which distributions
     will begin to accrue or accumulate, whether distributions will be
     cumulative and whether such distributions shall be paid in cash,
     securities or otherwise;

  .  whether the securities of the series will be redeemable and, if so, the
     price at the terms and conditions on which the securities of the series
     may be redeemed, including the time during which securities of the series
     may be redeemed and any accumulated distributions thereof that the holders
     of the securities of the series shall be entitled to receive upon the
     redemption thereof;

  .  the liquidation preference, if any, applicable to securities of the series;

  .  the terms and conditions, if any, on which the securities of the series
     shall be convertible into, or exchangeable for, securities of any other
     class or classes of partnership securities, including the price or prices
     or the rate or rates of conversion or exchange and the method, is any, of
     adjusting the same; and

  .  the voting rights, if any, of the securities of the series.

   The holders of partnership securities will have no preemptive rights.
Partnership securities will be fully paid and nonassessable when issued upon
full payment of the purchase price therefor. The prospectus supplement will
contain, if applicable, a description of the material United States federal
income tax consequences relating to the purchase and ownership of the series of
partnership securities offered by the prospectus supplement. The transfer
agent, registrar and distributions disbursement agent for the partnership
securities will be designated in the applicable prospectus supplement.

                      DESCRIPTION OF THE DEBT SECURITIES

General

   The debt securities will be:

  .  our direct secured or unsecured general obligations; and

  .  either senior debt securities or subordinated debt securities.

   Senior debt securities will be issued under a Senior Indenture and
subordinated debt securities will be issued under a Subordinated Indenture. The
Senior Indenture and the Subordinated Indenture are each referred to as an
"Indenture" and collectively referred to as the "Indentures." We will enter
into the Indentures with a trustee that is qualified to act under the Trust
Indenture Act of 1939, as amended, and with any other trustees chosen by us and
appointed in a supplemental indenture for a particular series of debt
securities. The trustee for each series of debt securities will be identified
in the applicable prospectus supplement. Any supplemental indentures will be
filed by us from time to time by means of an exhibit to a Current Report on
Form 8-K and will be available for inspection at the corporate trust office of
the trustee, or as described below under "Where You Can Find More Information."
The Indentures will be subject to, and governed by, the Trust Indenture Act. We
will execute an Indenture and supplemental indenture if and when we issue any
debt securities.

   We have summarized below the material provisions of the Indentures in the
following order:

  .  those provisions that apply only to the Senior Indenture;

                                      17

  .  those provisions that apply only to the Subordinated Indenture; and

  .  those provisions that apply to both Indentures.

   We have not restated the Indentures in their entirety in this prospectus.
You should read the Indentures, because they, and not this description, control
your rights as holders of the debt securities. Capitalized terms used in the
summary have the meanings specified in the Indentures.

   In the Indentures, the term "subsidiary" means, with respect to any person:

  .  any partnership of which more than 50% of the partners' equity interests
     (considering all partners' equity interests as a single class) is at the
     time owned or controlled, directly or indirectly, by such person or one or
     more of the other subsidiaries of such person or combination thereof; or

  .  any corporation, limited liability company, association or other business
     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 is at
     the time owned or controlled, directly or indirectly, by such person or
     one or more of the other subsidiaries of such person or combination
     thereof.

Specified Terms of Each Series of Debt Securities in the Prospectus Supplement

   A prospectus supplement and a supplemental indenture relating to any series
of debt securities being offered will include specific terms relating to such
debt securities. These terms will include some or all of the following:

  .  whether the debt securities are senior or subordinated debt securities;

  .  the title of the debt securities;

  .  the total principal amount of the debt securities;

  .  the assets, if any, that are pledged as security for the payment of the
     debt securities;

  .  whether we will issue the securities in individual certificates to each
     holder in registered form, or in the form of temporary or permanent global
     securities held by a depository on behalf of holders;

  .  the prices at which we will issue the debt securities;

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

  .  the currency or currency unit in which the debt securities will be
     payable, if not U.S. dollars;

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

  .  the date or dates on which the principal of the debt securities will be
     payable;

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

  .  any conversion or exchange provisions;

  .  any optional redemption provisions;

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

  .  any changes to or additional events of default or covenants; and

  .  any other terms of the debt securities.

                                      18

Provisions Only in the Senior Indenture

  Summary

   The senior debt securities will rank equally in right of payment with all of
our other senior and unsubordinated debt and senior in right of payment to any
of our subordinated debt (including the subordinated debt securities). The
Senior Indenture will contain provisions that:

  .  limit our ability to put liens on our principal assets; and

  .  limit our ability to sell and lease back our principal assets.

   The Subordinated Indenture will not contain any similar provisions. We have
described below these provisions and some of the defined terms used in them.

  Limitations on Liens

   The Senior Indenture will provide that we will not, nor will we permit any
subsidiary to, create, assume, incur of suffer to exist any lien upon any
property or assets, whether owned or leased on the date of the Senior Indenture
or thereafter acquired, to secure our debt or the debt of any other person
(other than the senior debt securities issued thereunder), without in any such
case providing that all of the senior debt securities outstanding thereunder
shall be secured equally and ratably with, or prior to, such debt so long as
such debt shall be so secured.

   There is excluded from this restriction:

    1. Permitted Liens, which is a term we define below;

    2. with respect to any series, any lien upon any property or assets of our
       company or any subsidiary in existence on the date the senior debt
       securities of that series are first issued or provided for under
       agreements existing on that date;

    3. any lien upon any property or assets created at the time of acquisition
       of such property or assets by us or any subsidiary or within one year
       after that time to secure all or a portion of the purchase price for
       such property or assets or debt incurred to finance such purchase price,
       whether such debt was incurred prior to, at the time of or within one
       year after the date of such acquisition;

    4. any lien upon any property or assets existing at the time of its
       acquisition by us or any subsidiary; provided, however, that such lien
       only encumbers the property or assets so acquired;

    5. any lien upon property or assets of a person existing at the time such
       person becomes a subsidiary by acquisition, merger or otherwise;
       provided, however, that such lien only encumbers the property or assets
       of such person at the time it becomes a subsidiary;

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

    7. liens imposed by law or order as a result of any proceeding before any
       court or regulatory body that are being contested in good faith, and
       liens which secure a judgment or other court-ordered award or settlement
       as to which we or the applicable subsidiary has not exhausted its
       appellate rights;

    8. any lien upon any additions, improvements, replacements, repairs,
       fixtures, appurtenances or component parts attaching to or required to
       be attached to property or assets under the terms of any mortgage,
       pledge agreement, security agreement or other similar instrument,
       creating a lien upon such property or assets permitted by clauses 1
       through 7 above;

    9. any extension, renewal, refinancing, refunding or replacement (or
       successive extensions, renewals, refinancings, refundings or
       replacements) of liens, in whole or in part, referred to in clauses 1
       through

                                      19

       8, above; provided, however, that any such extension, renewal,
       refinancing, refunding or replacement lien shall be limited to the
       property or assets covered by the lien extended, renewed, refinanced,
       refunded or replaced and that the obligations secured by any such
       extension, renewal, refinancing, refunding or replacement lien shall be
       in an amount not greater than the amount of the obligations secured by
       the lien extended, renewed, refinanced, refunded or replaced plus any
       expenses of our company and subsidiaries (including any premium)
       incurred in connection with such extension, renewal, refinancing,
       refunding replacement; or

    10.any lien resulting from the deposit of moneys or evidence of
       indebtedness in trust for the purpose of defeasing debt of our company
       or any subsidiary.

   Notwithstanding the foregoing, under the Senior Indenture, we may, and may
permit any subsidiary to, create, assume, incur, or suffer to exist any lien
upon any property or assets to secure debt of our company or any person (other
than the senior debt securities) that is not excepted by clauses 1 through 10
above without securing the senior debt securities issued under the Senior
Indenture, if the aggregate principal amount of all debt then outstanding
secured by such lien and all similar liens, together with all net sale proceeds
from Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions
permitted by clauses 1 through 4 of the first paragraph of the restriction on
sale-leaseback covenant described below) does not exceed 10% of Consolidated
Net Tangible Assets (as defined below).

   When we use the term "Permitted Liens," we are referring to:

    1. zoning restrictions, easements, licenses, covenants, reservations,
       restrictions on the use of real property or minor irregularities of
       title incident thereto that do not, in the aggregate, materially detract
       from the value of the property or the assets of our company or its
       subsidiaries or impair the use of such property in the operation of the
       business of our company or its subsidiaries;

    2. any statutory or governmental lien or lien arising by operation of law,
       or any mechanics', repairmen's, materialmen's, suppliers', carriers',
       landlords', warehousemen's or similar lien incurred in the ordinary
       course of business which is not yet due or which is being contested in
       good faith by appropriate proceedings and any undetermined lien which is
       incidental to construction, development, improvement or repair;

    3. the right reserved to, or vested in, any municipality or public
       authority by the terms of any right, power, franchise, grant, license,
       permit or by any provision of law, to purchase or recapture or to
       designate a purchaser of any property;

    4. liens of taxes and assessments which are (A) for the then current year,
       (B) not at the time delinquent, or (C) delinquent but the validity of
       which is being contested at the time by us or any subsidiary in good
       faith;

    5. liens of, or to secure performance of, leases, other than capital leases;

    6. any lien upon, or deposits of, any assets in favor of any surety company
       or clerk of court for the purpose of obtaining indemnity or stay of
       judicial proceedings;

    7. any lien upon property or assets acquired or sold by us or any
       subsidiary resulting from the exercise of any rights arising out of
       defaults on receivables;

    8. any lien incurred in the ordinary course of business in connection with
       workmen's compensation, unemployment insurance, temporary disability,
       social security, retiree health or similar laws or regulations or to
       secure obligations imposed by statute or governmental regulations;

    9. any lien in favor of us or any subsidiary;

    10.any lien in favor of the United States of America or any state thereof,
       or any department, agency or instrumentality or political subdivision of
       the United States of America or any state thereof, to secure partial,
       progress, advance, or other payments pursuant to any contract or
       statute, or any debt incurred

                                      20

       by us or any subsidiary for the purpose of financing all or any part of
       the purchase price of, or the cost of constructing, developing,
       repairing or improving, the property or assets subject to such lien;

    11.any lien securing industrial development, pollution control or similar
       revenue bonds;

    12.any lien securing debt of our company or any subsidiary, all or a
       portion of the net proceeds of which are used, substantially concurrent
       with the funding thereof, to refinance, refund or repurchase the debt
       securities and all other outstanding securities under the Senior
       Indenture, including the amount of all accrued interest and reasonable
       fees and expenses and premium, if any, incurred by us or any subsidiary
       in connection therewith;

    13.liens in favor of any person to secure obligations under the provisions
       of any letters of credit, bank guarantees, bonds or surety obligations
       required or requested by any governmental authority in connection with
       any contract or statute; and

    14.any lien upon or deposits of any assets to secure performance of bids,
       trade contracts, leases or statutory obligations.

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

  Restriction on Sale-Leasebacks

   The Senior Indenture will prohibit us or any subsidiary from engaging in a
Sale-Leaseback Transaction, unless:

    1. such Sale-Leaseback Transaction occurs within one year from the date of
       completion of the acquisition of the property or assets subject to such
       Sale-Leaseback Transaction or the date of the completion of
       construction, development or substantial repair or improvement, or
       commencement of full operations on such property or assets, whichever is
       later;

    2. the Sale-Leaseback Transaction involves a lease for a period, including
       renewals, of not more than the lesser of (A) three years and (B) 60% of
       the useful remaining life of such property;

    3. we or our subsidiary would be entitled to incur debt secured by a lien
       on the property or assets subject to such Sale-Leaseback Transaction in
       a principal amount equal to or exceeding the net sale proceeds from such
       Sale-Leaseback Transaction without equally and ratably securing the
       senior debt securities; or

    4. we or our subsidiary, within a one-year period after such Sale-Leaseback
       Transaction, applies or causes to be applied an amount not less than the
       net sale proceeds from such Sale-Leaseback Transaction to (A) the
       prepayment, repayment, redemption, reduction or retirement of any debt
       of our company or any subsidiary that is not subordinated to the senior
       debt securities, or (B) the expenditure or expenditures for property or
       assets used or to be used in the ordinary course of business.

   When we use the term "Sale-Leaseback Transaction," we are referring to the
sale or transfer by us or any subsidiary of any property or assets to a person
(other than us or any subsidiary) and the taking back by us or any subsidiary,
as the case may be, of a lease of such property or assets.

   Notwithstanding the foregoing, under the Senior Indenture we may, and may
permit any subsidiary to, effect any Sale-Leaseback Transaction that is not
excepted by clauses 1 through 4 of the above exceptions to the prohibition on
Sale-Leaseback Transactions, provided that the net sale proceeds from such
Sale-Leaseback

                                      21

Transaction, together with the aggregate principal amount of outstanding debt
(other than the senior debt securities) secured by liens upon property and
assets not excepted by clauses 1 through 10 of the exceptions to the
limitations on liens described above do not exceed 10% of the Consolidated Net
Tangible Assets.

Provisions Only in the Subordinated Indenture

  Subordinated Debt Securities Subordinated to Senior Debt

   The subordinated debt securities will rank junior in right of payment to all
of our Senior Debt. When we use the term "Senior Debt," we are referring to all
notes or other evidences of indebtedness not expressed to be subordinate or
junior in right of payment to the subordinated debt securities or any other of
our indebtedness ranking pari passu or junior in right of payment to the
subordinated debt securities.

  Payment Blockages

   The Subordinated Indenture will provide that no payment of principal,
interest and any premium on the subordinated debt securities may be made in the
event we have a default on any Senior Debt that imposes a payment blockage on
the subordinated debt securities for a maximum of 179 days at any one time.

  No Limitation on Amount of Senior Debt

   The Subordinated Indenture will not limit the amount of Senior Debt that we
incur.

Provisions That Apply to Both Indentures

  Consolidation, Merger or Asset Sale

   Each Indenture will, in general, allow us to consolidate or merge with
another domestic entity. They also will allow us to sell, lease or transfer all
or substantially all of our property and assets to another domestic entity. If
this happens, the remaining or acquiring entity must assume all of our
responsibilities and liabilities under the Indentures including the payment of
all amounts due on the debt securities and performance of the covenants in the
Indentures. However, we may only consolidate or merge with or into an entity or
sell, lease or transfer all or substantially all of our assets according to the
terms and conditions of the Indentures, which will include the following
requirements:

  .  the remaining or acquiring entity is organized under the laws of the
     United States, any state or the District of Columbia;

  .  the remaining or acquiring entity assumes our obligations under the
     Indentures; and

  .  immediately after giving effect to the transaction no default or Event of
     Default (as defined below) exists.

   The remaining or acquiring entity will be substituted for us in the
Indentures with the same effect as if it had been an original party to the
Indentures. Thereafter, the successor may exercise our rights and powers under
the Indentures, in our name or in its own name. If we sell or transfer all or
substantially all of our assets, we will be released from all our liabilities
and obligations under the Indentures and under the debt securities. If we lease
all or substantially all of our assets, we will not be released from our
obligations under the Indentures.

  Modification of Indentures

   We may modify or amend each Indenture if the holders of a majority in
principal amount of the outstanding debt securities of all series issued under
the Indenture affected by the modification or amendment consent to it. Without
the consent of the holders of each outstanding debt security affected, however,
no modification may:

  .  change the stated maturity of the principal of or any installment of
     principal of or interest on any debt security

                                      22

  .  reduce the principal amount of, the interest rate on or the premium
     payable upon redemption of any debt security

  .  change the redemption date for any debt security

  .  change our obligation, if any, to pay additional amounts

  .  reduce the principal amount of an original discount debt security payable
     upon acceleration of maturity

  .  change the currency in which any debt security or any premium or interest
     on any debt security is payable

  .  change the redemption right of any holder

  .  impair the right to institute suit for the enforcement of any payment on
     any debt security

  .  reduce the percentage in principal amount of outstanding debt securities
     of any series necessary to modify the Indenture, to waive compliance with
     certain provisions of the Indenture or to waive certain defaults

  .  reduce quorum or voting requirements

  .  change our obligation to maintain an office or agency in the places and
     for the purposes required by the Indenture

  .  modify any of the above provisions

   We may modify or amend the Indenture without the consent of any holders of
the debt securities in certain circumstances, including:

  .  to provide for the assumption of our obligations under the Indenture and
     the debt securities by a successor upon any merger, consolidation or asset
     transfer

  .  to add covenants and events of default or to surrender any rights we have
     under the Indenture

  .  to make any change that does not adversely affect any outstanding debt
     securities of a series in any material respect

  .  to secure the senior debt securities

  .  to provide for successor trustees

  .  to cure any ambiguity, omission, defect or inconsistency

   The holders of a majority in principal amount of the outstanding debt
securities of any series may waive past defaults under the Indenture and
compliance by us with our covenants with respect to the debt securities of that
series only. Those holders may not however, waive any default in any payment on
any debt security of that series or compliance with a provision that cannot be
modified or amended without the consent of each holder affected.

  Events of Default and Remedies

   When we use the term "Event of Default" with request to an Indenture, we are
referring to any of the following events:

  .  failure to pay the principal of, or any premium on, any debt security when
     due;

  .  failure to pay interest on any debt security for 30 days after such
     payment is due;

  .  failure to perform any other covenant or breach of any warranty in the
     Indenture that continues for 60 days after being given written notice;

  .  certain events of bankruptcy, insolvency or reorganization of our company;
     or

  .  any other event of default included in any Indenture or supplemental
     indenture.

                                      23

   The subordination of the subordinated debt securities does not affect our
obligation, which is absolute and unconditional, to pay, when due, the
principal of and any premium and interest on them. In addition, the
subordination does not prevent the occurrence of any default under the
subordinated indenture.

   An Event of Default for a particular series of debt securities does not
necessarily constitute an Event of Default for any other series of debt
securities issued under an Indenture. Additionally, the trustee may withhold
notice to the holders of debt securities of any default (except in the payment
of principal or interest) if it considers such withholding of notice to be in
the best interests of the holders.

   If an Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may declare the entire principal of
all the debt securities of that series to be due and payable immediately. If
this happens, subject to certain conditions, the holders of a majority of the
aggregate principal amount of the debt securities of that series can void the
declaration.

   Other than its duties in case of a default, a trustee is not obligated to
exercise any of its rights or powers under any Indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnification. If they provide this reasonable indemnification, the holders
of a majority in principal amount of any series of debt securities may direct
the time, method and place of conducting any proceeding or any remedy available
to the trustee, or exercising any power conferred upon the trustee, for any
series of debt securities.

  No Limit on Amount of Debt Securities; Current Prohibition on Incurrence of
  Debt

   Neither of the Indentures will limit the amount of debt securities that we
may issue. Each Indenture allows us to issue debt securities up to the
principal amount that we authorize. However, before issuing any debt
securities, we will need to obtain the consent of the holders of our
subsidiary's debt.

  Registration of Notes

   We will issue debt securities only in registered form without coupons.

  Minimum Denominations

   Unless the prospectus supplement for each issuance of debt securities states
otherwise, the debt securities will be issued in amounts of $1,000 each or
multiples of $1,000.

  No Personal Liability of General Partner

   Unless otherwise stated in a prospectus supplement and supplemental
indenture relating to a series of debt securities being offered, our general
partner and its directors, officers, employees, members and stockholders will
not have any liability for our obligations under the Indentures or the debt
securities. Each holder of debt securities by accepting a debt security waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the debt securities.

  Payment and Transfer

   Principal, interest and any premium on fully registered securities will be
paid at designated places. Payment will be made by check mailed to the persons
in whose names the debt securities are registered on days specified in the
Indentures or any prospectus supplement. Debt securities payments in other
forms will be paid at a place designated by us and specified in a prospectus
supplement.

   Fully registered securities may be transferred or exchanged at the corporate
trust office of the trustee or at any other office or agency maintained by us
for such purposes, without the payment of any service charge except for any tax
or governmental charge.

                                      24

  Form, Exchange, Registration and Transfer

   Debt securities of any series will be exchangeable for other debt securities
of the same series, the same total principal amount and the same terms but in
different authorized denominations in accordance with the Indenture. Holders
may present debt securities for registration of transfer at the office of the
security registrar or any transfer agent we designate. The security registrar
or transfer agent will effect the transfer or exchange when it is satisfied
with the documents of title and identity of the person making the request. We
will not charge a service charge for any registration of transfer or exchange
of the debt securities. We may, however, require the payment of any tax or
other governmental charge payable for that registration.

   We will appoint the trustee under each Indenture as security registrar for
the debt securities issued under that Indenture. We are required to maintain an
office or agency for transfers and exchanges in each place of payment. We may
at any time designate additional transfer agents for any series of debt
securities.

   In the case of any redemption in part, we will not be required:

  .  to issue, register the transfer of or exchange debt securities of a series
     either during a period beginning 15 business days prior to the selection
     of debt securities of that series for redemption and ending on the close
     of business on the day of mailing of the relevant notice of redemption or

  .  to register the transfer of or exchange any debt security, or portion of
     any debt security, called for redemption, except the unredeemed portion of
     any debt security we are redeeming in part.

  Discharging our Obligations

   We may choose to either discharge our obligations on the debt securities of
any series in a legal defeasance, or to release ourselves from our covenant
restrictions on the debt securities of any series in a covenant defeasance. We
may do so at any time on the 91st day after we deposit with the trustee
sufficient cash or government securities to pay the principal, interest, any
premium and any other sums due to the stated maturity date or a redemption date
of the debt securities of the series. If we choose the legal defeasance option,
the holders of the debt securities of the series will not be entitled to the
benefits of the Indenture except for registration of transfer and exchange of
debt securities, replacement of lost, stolen or mutilated debt securities,
conversion or exchange of debt securities, sinking fund payments and receipt of
principal and interest on the original stated due dates or specified redemption
dates.

   We may discharge our obligations under the Indentures or release ourselves
from covenant restrictions only if we meet certain requirements. Among other
things, we must deliver an opinion of our legal counsel that the discharge will
not result in holders of debt securities having to recognize taxable income or
loss or subject then to different tax treatment. In the case of legal
defeasance, this opinion must be based on either an IRS letter ruling or change
in federal tax law. We may not have a default on the debt securities discharged
on the date of deposit. The discharge may not violate any of our agreements.
The discharge may not result in our becoming an investment company in violation
of the Investment Company Act of 1940.

  Book Entry, Delivery and Form

   The debt securities of a series may be issued in whole or in part in the
form of one or more global certificates that will be deposited with a
depositary identified in a prospectus supplement.

   Unless otherwise stated in any prospectus supplement, The Depository Trust
Company ("DTC") will act as depositary. Book-entry notes of a series will be
issued in the form of a global note that will be deposited with DTC. This means
that we will not issue certificates to each holder. One global note will be
issued to DTC who will keep a computerized record of its participants (for
example, your broker) whose clients have purchased the notes. The participant
will then keep a record of its clients who purchased the notes. Unless it is
exchanged in whole or in part for a certificated note, a global note may not be
transferred, except that DTC, its nominees and their successors may transfer a
global note as a whole to one another.

                                      25

   Beneficial interests in global notes will be shown on, and transfers of
global notes will be made only through, records maintained by DTC and its
participants.

   DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act
of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also records the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities
through computerized records for Direct Participant's accounts. This eliminates
the need to exchange certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations.

   DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
Direct Participant. The rules that apply to DTC and its participants are on
file with the SEC.

   DTC is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., The American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc.

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

   It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global notes as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with notes on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global notes, and voting
by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with notes held
for the account of customers registered in "street name." However, payments
will be the responsibility of the participants and not of DTC, the trustee or
us.

   Notes represented by a global note will be exchangeable for certificated
notes with the same terms in authorized denominations only if:

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

  .  an event of default occurs with respect to any debt security and DTC
     requests that we issue certificated securities; or

  .  we determine not to require all of the notes of a series to be represented
     by a global note and notify the trustee of our decision.

The Trustee

  Resignation or Removal of Trustee

   If the trustee has or acquires a conflicting interest within the meaning of
the Trust Indenture Act, the trustee shall either eliminate its conflicting
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and the applicable Indenture. Any
resignation will require the appointment of a successor trustee under the
applicable Indenture in accordance with the terms and conditions of such
Indenture.

                                      26

   The trustee may resign or be removed by us with respect to one or more
series of debt securities and a successor trustee may be appointed to act with
respect to any such series. The holders of a majority in aggregate principal
amount of the debt securities of any series may remove the trustee with respect
to the debt securities of such series.

  Limitations on Trustee if it is Our Creditor

   Each Indenture will contain certain limitations on the right of the trustee,
in the event that it becomes a creditor of our company, to obtain payment of
claims in certain cases, or to realize on certain property received in respect
of any such claim as security or otherwise.

  Annual Trustee Report to Holders of Debt Securities

   The trustee is required to submit an annual report to the holders of the
debt securities regarding, among other things, the trustee's eligibility to
serve as such, the priority of the trustee's claims regarding certain advances
made by it, and any action taken by the trustee materially affecting the debt
securities.

  Certificates and Opinions to be Furnished to Trustee

   Each Indenture will provide that, in addition to other certificates or
opinions that may be specifically required by other provisions of an Indenture,
every application by us for action by the trustee shall be accompanied by a
certificate of certain of our officers and an opinion of counsel (who may be
our counsel) stating that, in the opinion of the signers, all conditions
precedent to such action have been complied with by us.

                              TAX CONSIDERATIONS

   This section addresses all of the material tax considerations that may be
relevant to prospective common unitholders who are individual citizens or
residents of the United States and, unless otherwise noted in the following
discussion, is the opinion of Stinson Morrison Hecker LLP, special counsel to
the general partners and us, insofar as it relates to legal conclusions with
respect to United States federal income tax law. This section is based upon
current provisions of the Internal Revenue Code, existing and proposed
regulations and current administrative rulings and court decisions, all of
which are subject to change. Later changes in these authorities may cause the
tax consequences to vary substantially from the consequences described below.
Unless the context otherwise requires, references in this "Tax Considerations"
section to "us" or "we" are references to Inergy, L.P. and the operating
company.

   No attempt has been made in the following discussion to comment on all
federal income tax matters affecting us or the unitholders. Moreover, the
discussion focuses on common unitholders who are individual citizens or
residents of the United States and has only limited application to
corporations, estates, trusts, nonresident aliens or other unitholders subject
to specialized tax treatment, such as tax-exempt institutions, non-U.S.
persons, individual retirement accounts (IRAs), real estate investment trusts
(REITs) or mutual funds. Accordingly, each prospective unitholder is urged to
consult with, and is urged to depend on, his own tax advisor in analyzing the
federal, state, local and foreign tax consequences particular to him of the
ownership or disposition of common units.

   All statements as to matters of law and legal conclusions, but not as to
factual matters, contained in this section, unless otherwise noted, are the
opinion of Stinson Morrison Hecker LLP, unless otherwise noted, and are based
on the accuracy of the representations made by us.

   No ruling has been or will be requested from the IRS regarding any matter
affecting us or prospective unitholders. Instead, we will rely on opinions and
advice of Stinson Morrison Hecker LLP. Unlike a ruling, an opinion of counsel
represents only that counsel's best legal judgment and does not bind the IRS or
the courts.

                                      27

Accordingly, the opinions and statements made here may not be sustained by a
court if contested by the IRS. Any contest of this sort with the IRS may
materially and adversely impact the market value of the common units. In
addition, the costs of any contest with the IRS will be borne indirectly by the
unitholders and our general partners. Furthermore, the tax treatment of Inergy,
L.P., or of an investment in Inergy, L.P., may be significantly modified by
future legislative or administrative changes or court decisions. Any
modifications may or may not be retroactively applied.

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

      (l) the treatment of a unitholder whose common units are loaned to a
   short seller to cover a short sale of common units (please read "--Tax
   Consequences of Unit Ownership--Treatment of Short Sales"),

      (2) whether our monthly convention for allocating taxable income and
   losses is permitted by existing Treasury regulations (please read
   "--Disposition of Common Units--Allocations Between Transferors and
   Transferees"), and

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

Partnership Status

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

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

   No ruling has been or will be sought from the IRS and the IRS has made no
determination as to our status as a partnership for federal income tax
purposes, the status of the operating company for federal income tax purposes
or whether our operations generate "qualifying income" under Section 7704 of
the Code. Instead, we will rely on the opinion of Stinson Morrison Hecker LLP
that, based upon the Internal Revenue Code, its regulations, published revenue
rulings and court decisions and the representations described below, Inergy,
L.P. has been and will be treated as a partnership for federal income tax
purposes and the operating company has been and will be disregarded as an
entity separate from us for federal income tax purposes.

   In rendering its opinion, Stinson Morrison Hecker LLP has relied on factual
representations made by us and the managing general partner. The
representations made by us and our managing general partner upon which counsel
has relied are:

      (a) Neither Inergy, L.P. nor the operating company has elected or will
   elect to be treated as a corporation, and

                                      28

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

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

   If we were treated as a corporation in any taxable year, either as a result
of a failure to meet the Qualifying Income Exception or otherwise, our items of
income, gain, loss and deduction would be reflected only on our tax return
rather than being passed through to the unitholders, and our net income would
be taxed to us at corporate rates. In addition, any distribution made to a
unitholder would be treated as either taxable dividend income, to the extent of
our current or accumulated earnings and profits, or, in the absence of earnings
and profits, a nontaxable return of capital, to the extent of a unitholder's
tax basis in his common units, or taxable capital gain, after the unitholder's
tax basis in his common units is reduced to zero. Accordingly, treatment as a
corporation would materially reduce a unitholder's cash flow and after-tax
return and thus would reduce the value of the units.

   The remainder of this section is based on Stinson Morrison Hecker LLP's
opinion that we will be treated as a partnership for federal income tax
purposes.

Limited Partner Status

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

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

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

will be treated as partners of Inergy, L.P. for federal income tax purposes.

   As there is no direct authority addressing assignees of common units who are
entitled to execute and deliver transfer applications and thereby become
entitled to direct the exercise of attendant rights, but who fail to execute
and deliver transfer applications, the opinion of Stinson Morrison Hecker LLP
does not extend to these persons. Furthermore, a purchaser or other transferee
of common units who does not execute and deliver a transfer application may not
receive some federal income tax information or reports furnished to record
holders of common units unless the common units are held in a nominee or street
name account and the nominee or broker has executed and delivered a transfer
application for those common units.

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

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

                                      29

Tax Consequences of Unit Ownership

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

   Treatment of Distributions. Except as described below with respect to
certain non-pro rata distributions, our distributions to a unitholder will not
be taxable to the unitholder for federal income tax purposes to the extent of
his tax basis in his common units immediately before the distribution. Our cash
distributions in excess of a unitholder's tax basis will be considered to be
gain from the sale or exchange of the common units, taxable in accordance with
the rules described under "--Disposition of Common Units" below. To the extent
our distributions cause a unitholder's "at risk" amount to be less than zero at
the end of any taxable year, he must recapture any losses deducted in previous
years. Please read "--Limitations on Deductibility of Losses."

   Any reduction in a unitholder's share of our liabilities for which no
partner, including our general partners, bears the economic risk of loss, known
as "nonrecourse liabilities," will be treated as a distribution of cash to that
unitholder. We do not currently have any nonrecourse liabilities. A decrease in
a unitholder's percentage interest in us because of our issuance of additional
common units will decrease his share of our nonrecourse liabilities, and thus
will result in a corresponding deemed distribution of cash. A non-pro rata
distribution of cash may result in ordinary income to a unitholder, regardless
of his tax basis in his common units, if the distribution reduces his share of
our "unrealized receivables," including depreciation recapture, and/or
substantially appreciated "inventory items," both as defined in the Internal
Revenue Code, and collectively, "Section 751 Assets."

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

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

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

                                      30

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

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

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

   Limitations on Interest Deductions. The deductibility of a non-corporate
taxpayer's "investment interest expense" is generally limited to the amount of
that taxpayer's "net investment income." Investment interest expense includes:

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

  .  our interest expense attributed to portfolio income; and

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

   The computation of a unitholder's investment interest expense will take into
account interest on any margin account borrowing or other loan incurred to
purchase or carry a unit.

   Net investment income includes gross income from property held for
investment and amounts treated as portfolio income under the passive loss
rules, less deductible expenses, other than interest, directly connected with
the production of investment income, but generally does not include gains
attributable to the disposition of property held for investment.

   The IRS has indicated that the net passive income earned by a publicly
traded partnership will be treated as investment income to its unitholders. In
addition, a unitholder's share of our portfolio income will be treated as
investment income.

   Entity-Level Collections. If we are required or elect under applicable law
to pay any federal, state, foreign or local income tax on behalf of any
unitholder or the non-managing general partner or any former unitholder, we are
authorized to pay those taxes from our funds. That payment, if made, will be
treated as a distribution of cash to the unitholder on whose behalf the payment
was made. If the payment is made on behalf of a person whose identity cannot be
determined, we are authorized to treat the payment as a distribution to all
current unitholders. We are authorized to amend the partnership agreement in
the manner necessary to maintain uniformity of intrinsic tax characteristics of
units and to adjust later distributions, so that after giving effect to these
distributions, the priority and characterization of distributions otherwise
applicable under the partnership

                                      31

agreement is maintained as nearly as is practicable. Payments by us as
described above could give rise to an overpayment of tax on behalf of an
individual unitholder in which event the unitholder would be required to file a
claim in order to obtain a credit or refund.

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

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

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

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

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

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

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

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

   Stinson Morrison Hecker LLP has not rendered an opinion regarding the
treatment of a unitholder whose common units are loaned to a short seller.
Therefore, unitholders desiring to assure their status as partners and

                                      32

avoid the risk of gain recognition should modify any applicable brokerage
account agreements to prohibit their brokers from loaning their units. The IRS
has announced that it is studying issues relating to the tax treatment of short
sales of partnership interests. Please also read "--Disposition of Common
Units--Recognition of Gain or Loss."

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

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

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

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

   Although Stinson Morrison Hecker LLP is unable to opine as to the validity
of this approach because there is no clear authority on this issue, we intend
to depreciate the portion of a Section 743(b) adjustment attributable to
unrealized appreciation in the value of Contributed Property, to the extent of
any unamortized Book-Tax Disparity, using a rate of depreciation or
amortization derived from the depreciation or amortization method and useful
life applied to the common basis of the property, or treat that portion as
non-amortizable to the extent attributable to property the common basis of
which is not amortizable. This method is consistent with the regulations under
Section 743 but is arguably inconsistent with Treasury Regulation Section
l.167(c)-l(a)(6) which is not expected to directly apply to a material portion
of our assets. To the extent a Section 743(b) adjustment is attributable to
appreciation in value in excess of the unamortized Book-Tax Disparity, we will
apply the rules described in the Treasury Regulations and legislative history.
If we determine that this position cannot reasonably be taken, we may take a
depreciation or amortization position under which all purchasers acquiring
units in the same month would receive depreciation or amortization, whether
attributable to common basis or a Section 743(b) adjustment, based upon the
same applicable rate as if they had purchased a direct interest in our assets.
This kind of aggregate approach may result in lower annual depreciation or
amortization deductions than would otherwise be allowable to some unitholders.
Please read "--Tax Treatment of Operations--Uniformity of Units."

   A Section 754 election is advantageous if the transferee's tax basis in his
units is higher than the units' share of the aggregate tax basis of our assets
immediately prior to the transfer. In that case, as a result of the election,

                                      33

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

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

Tax Treatment of Operations

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

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

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

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

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

                                      34

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

Disposition of Common Units

   Recognition of Gain or Loss. Gain or loss will be recognized on a sale of
units equal to the difference between the amount realized and the unitholder's
tax basis for the units sold. A unitholder's amount realized will be measured
by the sum of the cash or the fair market value of other property received plus
his share of our nonrecourse liabilities. Because the amount realized includes
a unitholder's share of our nonrecourse liabilities, the gain recognized on the
sale of units could result in a tax liability in excess of any cash received
from the sale. We do not currently have any nonrecourse liabilities.

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

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

   The IRS has ruled that a partner who acquires interests in a partnership in
separate transactions must combine those interests and maintain a single
adjusted tax basis for all those interests. Upon a sale or other disposition of
less than all of those interests, a portion of that tax basis must be allocated
to the interests sold using an "equitable apportionment" method. Treasury
regulations under Section 1223 of the Internal Revenue Code allow a selling
unitholder who can identify common units transferred with an ascertainable
holding period to elect to use the actual holding period of the common units
transferred. Thus, according to the ruling, a common unitholder will be unable
to select high or low basis common units to sell as would be the case with
corporate stock, but, under the Treasury regulations, can designate specific
common units sold for purposes of determining the holding period of the units
sold. A unitholder electing to use the actual holding period of common units
transferred must consistently use that identification method for all subsequent
sales or exchanges of common units. A unitholder considering the purchase of
additional units or a sale of common units purchased in separate transactions
is urged to consult his tax advisor as to the possible consequences of this
ruling and application of the regulations.

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

  .  a short sale,

                                      35

  .  an offsetting notional principal contract, or

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

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

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

   The use of this method may not be permitted under existing Treasury
Regulations. Accordingly, Stinson Morrison Hecker LLP is unable to opine on the
validity of this method of allocating income and deductions between the
transferors and transferees of units. If this method is not allowed under the
Treasury Regulations or only applies to transfers of less than all of the
unitholder's interest, our taxable income or losses might be reallocated among
the unitholders. We are authorized to revise our method of allocation between
transferors and transferees, as well as among, unitholders whose interest
otherwise vary during a taxable period, to conform to a method which is
permitted.

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

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

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

Uniformity of Units

   Because we cannot match transferors and transferees of units, we must
maintain uniformity of the economic and tax characteristics of the units to a
purchaser of these units. In the absence of uniformity, we may be unable

                                      36

to completely comply with a number of federal income tax requirements, both
statutory and regulatory. A lack of uniformity can result from a literal
application of Treasury Regulation Section l.167(c)-l(a)(6). Any non-uniformity
could have a negative impact on the value of the units. Please read "--Tax
Consequences of Unit Ownership--Section 754 Election."

   We depreciate the portion of a Section 743(b) adjustment attributable to
unrealized appreciation in the value of Contributed Property, to the extent of
any unamortized Book-Tax Disparity, using a rate of depreciation or
amortization derived from the depreciation or amortization method and useful
life applied to the common basis of that property, or treat that portion as
nonamortizable, to the extent attributable to property the common basis of
which is not amortizable. This method is consistent with the regulations under
Section 743, but is arguably inconsistent with Treasury Regulation Section
l.167(c)-l(a)(6) which is not expected to directly apply to a material portion
of our assets. Please read "--Tax Consequences of Unit Ownership--Section 754
Election." To the extent that the Section 743(b) adjustment is attributable to
appreciation in value in excess of the unamortized Book-Tax Disparity, we apply
the rules described in the Treasury Regulations and legislative history. If we
determine that this position cannot reasonably be taken, we may adopt a
depreciation and amortization position under which all purchasers acquiring
units in the same month would receive depreciation and amortization deductions,
whether attributable to a common basis or Section 743(b) adjustment, based upon
the same applicable rate as if they had purchased a direct interest in our
property. If this position is adopted, it may result in lower annual
depreciation and amortization deductions than would otherwise be allowable to
some unitholders and risk the loss of depreciation and amortization deductions
not taken in the year that these deductions are otherwise allowable. This
position will not be adopted if we determine that the loss of depreciation and
amortization deductions will have a material adverse effect on the unitholders.
If we choose not to utilize this aggregate method, we may use any other
reasonable depreciation and amortization method to preserve the uniformity of
the intrinsic tax characteristics of any units that would not have a material
adverse effect on the unitholders. The IRS may challenge any method of
depreciating the Section 743(b) adjustment described in this paragraph. If this
challenge were sustained, the uniformity of units might be affected, and the
gain from the sale of units might be increased without the benefit of
additional deductions. Please read "--Disposition of Common Units--Recognition
of Gain or Loss."

Tax-Exempt Organizations and Other Investors

   Ownership of units by employee benefit plans, other tax-exempt
organizations, non-resident aliens, foreign corporations, other non-U.S.
persons and regulated investment companies (mutual funds) raises issues unique
to those investors and, as described below, may have substantially adverse tax
consequences to them. Employee benefit plans and most other organizations
exempt from federal income tax, including individual retirement accounts and
other retirement plans, are subject to federal income tax on unrelated business
taxable income. Virtually all of our income allocated to a unitholder which is
a tax-exempt organization will be unrelated business taxable income and will be
taxable to them.

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

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

                                      37

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

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

Administrative Matters

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

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

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

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

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

                                      38

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

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

    (b)whether the beneficial owner is:

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

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

       (3)a tax-exempt entity;

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

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

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

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

   Our tax shelter registration number is 01204000001. A unitholder who sells
or otherwise transfers a unit in a later transaction must furnish the
registration number to the transferee. The penalty for failure of the
transferor of a unit to furnish the registration number to the transferee is
$100 for each failure. The unitholders must disclose our tax shelter
registration number on Form 8271 to be attached to the tax return on which any
deduction, loss or other benefit we generate is claimed or on which any of our
income is included. A unitholder who fails to disclose the tax shelter
registration number on his return, without reasonable cause for that failure,
will be subject to a $250 penalty for that failure. Any penalties discussed are
not deductible for federal income tax purposes.

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

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

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

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

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

                                      39

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

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

State, Local and Other Tax Considerations

   In addition to federal income taxes, you will be subject to other taxes,
including state and local income taxes, unincorporated business taxes, and
estate, inheritance or intangible taxes that may be imposed by the various
jurisdictions in which we do business or own property. Although an analysis of
those various taxes is not presented here, each prospective unitholder is urged
to consider their potential impact on his investment in us. We presently
anticipate that substantially all of our income will be generated in the
following states: Arkansas, Florida, Georgia, Illinois, Indiana, Michigan,
North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Wisconsin.
Each of these states, except Florida and Texas, currently imposes a personal
income tax. A unitholder will likely be required to file state income tax
returns and to pay state income taxes in these states and may be subject to
penalties for failure to comply with these requirements. In some states, tax
losses may not produce a tax benefit in the year incurred and also may not be
available to offset income in subsequent taxable years. Some of the states may
require us, or we may elect, to withhold a percentage of income from amounts to
be distributed to a unitholder who is not a resident of the state. Withholding,
the amount of which may be greater or less than a particular unitholder's
income tax liability to the state, generally does not relieve a nonresident
unitholder from the obligation to file an income tax return. Amounts withheld
may be treated as if distributed to unitholders for purposes of determining the
amounts distributed by us. Please read "--Tax Consequences of Unit
Ownership--Entity-Level Collections." Based on current law and our estimate of
our future operations, the managing general partner anticipates that any
amounts required to be withheld will not be material. We may also own property
or do business in other states in the future.

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

                             PLAN OF DISTRIBUTION

   We may sell securities described in this prospectus and any prospectus
supplement to one or more underwriters for public offering and sale, and we
also may sell securities to investors directly or through dealers or agents.

   We will prepare a prospectus supplement for each offering that will disclose
the terms of the offering, including the name or names of any underwriters,
dealers or agents, the purchase price of the securities and the proceeds to us
from the sale, any underwriting discounts and other items constituting
compensation to underwriters, dealers or agents.

                                      40

   If we use underwriters or dealers in the sale, they will acquire the
securities for their own account and they may resell these securities from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more of such firms. Unless otherwise disclosed in the prospectus supplement,
the obligations of the underwriters to purchase securities will be subject to
certain conditions precedent, and the underwriters will be obligated to
purchase all of the securities offered by the prospectus supplement if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

   If a prospectus supplement so indicates, the underwriters may, pursuant to
Regulation M under the Securities Exchange Act of 1934, engage in transactions,
including stabilization bids or the imposition of penalty bids, that may have
the effect of stabilizing or maintaining the market price of the common units
at a level above that which might otherwise prevail in the open market.

   We may sell the securities directly or through agents designated by us from
time to time. We will name any agent involved in the offering and sale of the
securities for which this prospectus is delivered, and disclose any commissions
payable by us to the agent or the method by which the commissions can be
determined in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a best efforts basis for the
period of its appointment.

   We may agree to indemnify underwriters, dealers and agents who participate
in the distribution of securities against certain liabilities to which they may
become subject in connection with the sale of the securities, including
liabilities arising under the Securities Act of 1933.

   Certain of the underwriters and their affiliates may be customers of, may
engage in transactions with and may perform services for us or our affiliates
in the ordinary course of business.

   A prospectus in electronic form may be made available on the web sites
maintained by the underwriters. The underwriters may agree to allocate a number
of securities for sale to their online brokerage account holders. Such
allocations of securities for Internet distributions will be made on the same
basis as other allocations. In addition, securities may be sold by the
underwriters to securities dealers who resell securities to online brokerage
account holders.

                                 LEGAL MATTERS

   The validity of the securities offered in this prospectus and the material
federal income tax considerations regarding the securities will be passed upon
for us by Stinson Morrison Hecker LLP, Kansas City, Missouri. If certain legal
matters in connection with an offering of the securities made by this
prospectus and a related prospectus supplement are passed on by counsel for the
underwriters of such offering, that counsel will be named in the applicable
prospectus supplement related to that offering.

                                    EXPERTS

   Our consolidated financial statements, appearing in our Annual Report on
Form 10-K for the year ended September 30, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report, which is
incorporated by reference in the registration statement of which this
prospectus is a part. Our consolidated financial statements are incorporated by
reference in reliance upon Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.

                                      41

   The consolidated financial statements of Independent Propane Company
Holdings, appearing in our current report on Form 8-K/A that was filed with the
SEC on March 1, 2002, have been audited by Arthur Andersen LLP, independent
auditors, as set forth in their report, which is incorporated by reference in
the registration statement of which this prospectus is a part. These financial
statements are incorporated by reference in reliance upon Arthur Andersen LLP's
report, given on their authority as experts in accounting and auditing.

                                 OTHER MATTERS

   Arthur Andersen LLP, the independent auditors for Independent Propane
Company Holdings, provided us with an audit report with respect to the
financial statements of Independent Propane Company Holdings incorporated
herein by reference. Prior to the date of this prospectus, the partners of
Arthur Andersen LLP who reviewed the most recent audited financial statements
relating to Independent Propane Company Holdings have resigned from Arthur
Andersen LLP. After reasonable efforts, we have been unable to obtain Arthur
Andersen LLP's written consent to the incorporation herein by reference of its
audit report with respect to the financial statements of Independent Propane
Company Holdings. Accordingly, we have dispensed with the requirement to file
their consent in reliance upon Rule 437a of the Securities Act of 1933. Because
Arthur Andersen LLP has not consented to the inclusion of their report in this
prospectus, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and current reports and other information with the
SEC. You may read and copy any document we file with the SEC at locations
maintained by the SEC, including:

  .  the principal offices of the SEC located at Judiciary Plaza, Public
     Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549;

  .  the regional offices of the SEC located at Citicorp Center, 500 West
     Madison Street, Suite 1400, Chicago, Illinois 60661; and

  .  the regional offices of the SEC located at 233 Broadway, New York, New
     York 10279.

Copies of such materials can be obtained by mail at prescribed rates from the
Public Reference Room of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call 1-800 SEC-0330 for further information
about the operation of the Public Reference Room. Materials also may be
obtained from the SEC's web site (http://www.sec.gov), which contains reports,
proxy and information statements and other information regarding companies that
file electronically with the SEC.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

   The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC. This means that we can disclose important
information to you by referring you to those documents that we have previously
filed with the SEC or documents that we will file with the SEC in the future.
The information we incorporate by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede this information. Therefore, before you decide to invest
in a particular offering under this registration statement, you should always
check for SEC reports we may have filed after the date of this prospectus. We
incorporate by reference the documents listed below:

  .  our annual report on Form 10-K for the fiscal year ended September 30,
     2001, filed with the SEC on December 28, 2001, as amended by our annual
     report on Form 10-K/A for the fiscal year ended September 30, 2001, filed
     with the SEC on March 1, 2002;

                                      42

  .  our quarterly report on Form 10-Q for the quarter ended December 31, 2001,
     filed with the SEC on February 14, 2002; our quarterly report on Form 10-Q
     for the quarter ended March 31, 2002, filed with the SEC on May 15, 2002;
     and our quarterly report on Form 10-Q for the quarter ended June 30, 2002,
     filed with the SEC on August 9, 2002;

  .  our current report on Form 8-K filed with the SEC on January 4, 2002,
     amended by our current report on Form 8-K/A filed with the SEC on March 1,
     2002; our current report on Form 8-K filed with the SEC on June 13, 2002;
     our current report on Form 8-K filed with the SEC on August 21, 2002; and
     our current report on Form 8-K filed with the SEC on November 12, 2002;

  .  the description of our common units contained in our registration
     statement on Form 8-A that we filed with the SEC on March 15, 2001, which
     is incorporated into that registration statement by reference to the
     description of our common units set forth under the captions "Prospectus
     Summary," "Cash Distribution Policy," "Description of the Common Units,"
     "The Partnership Agreement" and "Tax Considerations" in the prospectus
     forming a part of our registration statement on Form S-1 (Reg. No.
     333-56976) that we filed with the SEC on March 14, 2001.

We also incorporate by reference all documents filed by us under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 between the
date of this prospectus and the sale of all of the common units offered by this
prospectus.

   You may request a copy of these filings at no cost, by making written or
telephone requests for such copies to:

       Investor Relations
       Inergy, L.P.
       2 Brush Creek Boulevard, Suite 200
       Kansas City, Missouri 64112
       (816) 842-8181

   You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. If information in
incorporated documents conflicts with information in this prospectus you should
rely on the most recent information. If information in an incorporated document
conflicts with information in another incorporated document, you should rely on
the most recent incorporated document. You should not assume that the
information in this prospectus, any prospectus supplement or any document
incorporated by reference is accurate as of any date other than the date of
those documents. We have not authorized anyone else to provide you with any
information.

                                      43

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

   Set forth below are the expenses we will incur in connection with the
offering of the securities being registered. With the exception of the
Securities and Exchange Commission registration fee, the amounts set forth
below are estimates.

                                                         
             Registration fee.............................. $27,600
             Fees and expenses of legal counsel............  20,000
             Accounting fees and expenses..................  10,000
             Printing expenses.............................  10,000
             Transfer agent and Registrar fees and expenses  10,000
             Miscellaneous.................................  10,000
                                                            -------
                    Total.................................. $87,600
                                                            =======

Item 15. Indemnification of Directors and Officers.

   Subject to any terms, conditions or restrictions set forth in our
partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act empowers a Delaware limited partnership to indemnify and hold
harmless any partner or other person from and against all claims and demands
whatsoever. Under our partnership agreement, in most circumstances, we will
indemnify the following persons, to the fullest extent permitted by law, from
and against all losses, claims, damages or similar events:

  .  the general partners,

  .  any departing general partner,

  .  any person who is or was an affiliate of a general partner or any
     departing general partner,

  .  any person who is or was a member, partner, officer, director, employee,
     agent or trustee of the managing general partner or any departing general
     partner or any affiliate of a managing general partner or any departing
     general partner, or

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

Any indemnification under these provisions will only be out of our assets. The
general partners and their affiliates will not be personally liable for, or
have any obligation to contribute or loan funds or assets to us to enable us to
effectuate, indemnification. We may purchase insurance against liabilities
asserted against and expenses incurred by persons for our activities,
regardless of whether we would have the power to indemnify the person against
liabilities under the partnership agreement.

Item 16. Exhibits.

 
4.1 Specimen Unit Certificate for Senior Subordinated Units (incorporated by reference to Exhibit 4.1 to
    Inergy, L.P.'s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)

4.2 Specimen Unit Certificate for Junior Subordinated Units (incorporated by reference to Exhibit 4.2 to
    Inergy, L.P.'s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)

4.3 Specimen Unit Certificate for Common Units (incorporated by reference to Exhibit 4.3 to Inergy, L.P.'s
    Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)

                                     II-1

     
  4.4   Note Purchase Agreement entered into as of June 7, 2002, by Inergy Propane, LLC and the purchasers
        named therein (incorporated by reference to Exhibit 4.4 to Inergy, L.P.'s Registration Statement on
        Form S-1/A (Registration No. 333-89010) filed on June 13, 2002)

  4.5   Parent Guaranty dated as of June 7, 2002, by Inergy, L.P. in favor of the noteholders named therein
        (incorporated by reference to Exhibit 4.5 to Inergy, L.P.'s Registration Statement on Form S-1/A
        (Registration No. 333-89010) filed on June 13, 2002)

  4.6   Limited Guaranty dated as of June 7, 2002, by IPCH Acquisition Corp. in favor of the noteholders
        named therein (incorporated by reference to Exhibit 4.6 to Inergy, L.P.'s Registration Statement on
        Form S-1/A (Registration No. 333-89010) filed on June 13, 2002)

  4.7   Subsidiary Guaranty dated as of June 7, 2002, by the guarantors named therein in favor of the
        noteholders named therein (incorporated by reference to Exhibit 4.7 to Inergy, L.P.'s Registration
        Statement on Form S-1/A (Registration No. 333-89010) filed on June 13, 2002)

 *4.8   Form of Senior Indenture

 *4.9   Form of Subordinated Indenture

 *5.1   Opinion of Stinson Morrison Hecker LLP as to the legality of the securities being registered

 *8.1   Opinion of Stinson Morrison Hecker LLP as to certain tax matters

*12.1   Computation of ratio of earnings to fixed charges

*23.1   Consent of Ernst & Young LLP

*23.2   Consent of Stinson Morrison Hecker LLP (contained in Exhibit 5.1 and 8.1)

*24.1   Power of attorney (included on the signature page of this registration statement).

*99.1   Balance Sheet of Inergy, L.P.

- --------
*  Filed herewith

Item 17. Undertakings.

   The undersigned registrant hereby undertakes:

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

       (i)To include any prospectus required in Section 10(a)(3) of the
          Securities Act of 1933;

      (ii)To reflect in the prospectus any facts or events arising after the
          effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in the registration statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

    (2)That, for the purpose of determining any liability under the Securities
       Act of 1933, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof;

                                     II-2

    (3)To remove from registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the
       termination of the offering; and

    (4)That, for purposes of determining any liability under the Securities Act
       of 1933, each filing of the registrant's annual report pursuant to
       Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
       that is incorporated by reference in the registration statement shall be
       deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                     II-3

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kansas City, State of Missouri, on November 12,
2002.

                                              Inergy, L.P.
                                              By: Inergy GP, LLC
                                                  its Managing General Partner

                                              By: /S/  R. BROOKS SHERMAN, JR.
                                                  -----------------------------
                                                     R. Brooks Sherman, Jr.
                                                       Vice President and
                                                     Chief Financial Officer

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

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-3 has been signed below by the officers and
directors of Inergy GP, LLC, as managing general partner of Inergy, L.P., the
registrant, in the capacities and on the dates indicated.

          Signature                        Title                    Date
          ---------                        -----                    ----

    /S/  JOHN J. SHERMAN       President and Chief Executive  November 12, 2002
- -----------------------------    Officer and Chairman of the
       John J. Sherman           Board (principal executive
                                 officer)

    /S/  PHILIP L. ELBERT      Senior Vice                    November 12, 2002
- -----------------------------    President--Operations and
      Philip L. Elbert           Director

 /S/  R. BROOKS SHERMAN, JR.   Chief Financial Officer        November 12, 2002
- -----------------------------    (principal accounting and
   R. Brooks Sherman, Jr.        financial officer)

 /S/  RICHARD C. GREEN, JR.    Director                       November 12, 2002
- -----------------------------
    Richard C. Green, Jr.

   /S/  WARREN H. GFELLER      Director                       November 12, 2002
- -----------------------------
      Warren H. Gfeller

    /S/  DAVID J. SCHULTE      Director                       November 12, 2002
- -----------------------------
      David J. Schulte

                                     II-4

                               INDEX TO EXHIBITS

   
  4.1 Specimen Unit Certificate for Senior Subordinated Units (incorporated by reference to Exhibit 4.1 to
      Inergy, L.P.'s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7,
      2001)

  4.2 Specimen Unit Certificate for Junior Subordinated Units (incorporated by reference to Exhibit 4.2 to
      Inergy, L.P.'s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7,
      2001)

  4.3 Specimen Unit Certificate for Common Units (incorporated by reference to Exhibit 4.3 to Inergy,
      L.P.'s Registration Statement on Form S-1/A (Registration No. 333-56976) filed on May 7, 2001)

  4.4 Note Purchase Agreement entered into as of June 7, 2002, by Inergy Propane, LLC and the purchasers
      named therein (incorporated by reference to Exhibit 4.4 to Inergy, L.P.'s Registration Statement on
      Form S-1/A (Registration No. 333-89010) filed on June 13, 2002)

  4.5 Parent Guaranty dated as of June 7, 2002, by Inergy, L.P. in favor of the noteholders named therein
      (incorporated by reference to Exhibit 4.5 to Inergy, L.P.'s Registration Statement on Form S-1/A
      (Registration No. 333-89010) filed on June 13, 2002)

  4.6 Limited Guaranty dated as of June 7, 2002, by IPCH Acquisition Corp. in favor of the noteholders
      named therein (incorporated by reference to Exhibit 4.6 to Inergy, L.P.'s Registration Statement on
      Form S-1/A (Registration No. 333-89010) filed on June 13, 2002)

  4.7 Subsidiary Guaranty dated as of June 7, 2002, by the guarantors named therein in favor of the
      noteholders named therein (incorporated by reference to Exhibit 4.7 to Inergy, L.P.'s Registration
      Statement on Form S-1/A (Registration No. 333-89010) filed on June 13, 2002)

 *4.8 Form of Senior Indenture

 *4.9 Form of Subordinated Indenture

 *5.1 Opinion of Stinson Morrison Hecker LLP as to the legality of the securities being registered

 *8.1 Opinion of Stinson Morrison Hecker LLP as to certain tax matters

*12.1 Computation of ratio of earnings to fixed charges

*23.1 Consent of Ernst & Young LLP

*23.2 Consent of Stinson Morrison Hecker LLP (contained in Exhibit 5.1 and 8.1)

*24.1 Power of attorney (included on the signature page of this registration statement)

*99.1 Balance Sheet of Inergy, L.P.

- --------
*  Filed herewith

                                                                    EXHIBIT 4.8

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

                            FORM OF SENIOR INDENTURE

                                  INERGY, L.P.
                                     Issuer

                                       and

                                 ---------------
                                     Trustee

                                    INDENTURE

                         Dated as of _____________, 2002

                             SENIOR DEBT SECURITIES

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

                                  INERGY, L.P.

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

                 Trust Indenture Act Section               Indenture Section
                 ---------------------------               -----------------

Section 310      (a)(1) .................................. 609
                 (a)(2) .................................. 609
                 (a)(3) .................................. Not Applicable
                 (a)(4) .................................. Not Applicable
                 (b) ..................................... 608; 610
Section 311      (a) ..................................... 613
                 (b) ..................................... 613
Section 312      (a) ..................................... 701; 702
                 (b) ..................................... 702
                 (c) ..................................... 702
Section 313      (a) ..................................... 703
                 (b) ..................................... 703
                 (c) ..................................... 703
                 (d) ..................................... 703
Section 314      (a) ..................................... 704
                 (a)(4) .................................. 104; 1004
                 (b) ..................................... Not Applicable
                 (c)(1) .................................. 101
                 (c)(2) .................................. 101; 102
                 (c)(3) .................................. Not Applicable
                 (d) ..................................... Not Applicable
                 (e) ..................................... 102
Section 315      (a) ..................................... 601
                 (b) ..................................... 602
                 (c) ..................................... 601
                 (d) ..................................... 601
                 (e) ..................................... 514
Section 316      (a) ..................................... 101
                 (a)(1)(A) ............................... 502; 512
                 (a)(1)(B) ............................... 513
                 (a)(2) .................................. Not Applicable
                 (b) ..................................... 508
                 (c) ..................................... 104
Section 317      (a)(1) .................................. 503
                 (a)(2) .................................. 504
                 (b) ..................................... 1003
Section 318      (a) ..................................... 107

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

                                TABLE OF CONTENTS

ARTICLE I        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  SECTION 101.   Definitions..................................................1
  SECTION 102.   Compliance Certificates and Opinions.........................9
  SECTION 103.   Form of Documents Delivered to Trustee......................10
  SECTION 104.   Acts of Holders; Record Dates...............................10
  SECTION 105.   Notices, Etc., to Trustee and Partnership...................11
  SECTION 106.   Notice to Holders; Waiver...................................12
  SECTION 107.   Conflict with Trust Indenture Act...........................12
  SECTION 108.   Effect of Headings and Table of Contents....................12
  SECTION 109.   Successors and Assigns......................................13
  SECTION 110.   Separability Clause.........................................13
  SECTION 111.   Benefits of Indenture.......................................13
  SECTION 112.   Governing Law...............................................13
  SECTION 113.   Legal Holidays..............................................13
  SECTION 114.   Language of Notices, Etc....................................13
  SECTION 115.   Non-Recourse to the General Partner; No Personal Liability of
                 Officers, Directors, Employees or Partners..................13

ARTICLE II       SECURITY FORMS

  SECTION 201.   Forms Generally.............................................14
  SECTION 202.   Form of Face of Security....................................14
  SECTION 203.   Form of Reverse of Security.................................17
  SECTION 204.   Global Securities...........................................21
  SECTION 205.   Form of Trustee's Certificate and Authorization.............22

ARTICLE III      THE SECURITIES

  SECTION 301.   Amount Unlimited; Issuable in Series........................22
  SECTION 302.   Denominations...............................................25
  SECTION 303.   Execution, Authentication, Delivery and Dating..............26
  SECTION 304.   Temporary Securities........................................27
  SECTION 305.   Registration, Registration of Transfer and Exchange.........28
  SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities............29
  SECTION 307.   Payment of Interest; Interest Rights Preserved..............30
  SECTION 308.   Persons Deemed Owners.......................................31
  SECTION 309.   Cancellation................................................32
  SECTION 310.   Computation of Interest.....................................32
  SECTION 311.   CUSIP Numbers...............................................32

ARTICLE IV       SATISFACTION AND DISCHARGE

  SECTION 401.   Satisfaction and Discharge of Indenture.....................33

                                       i

  SECTION 402.    Application of Trust Money..................................34

ARTICLE V         REMEDIES

  SECTION 501.    Events of Default...........................................34
  SECTION 502.    Acceleration of Maturity; Rescission and Annulment..........35
  SECTION 503.    Collection of Indebtedness and Suits for Enforcement by
                  Trustee.....................................................36
  SECTION 504.    Trustee May File Proofs of Claim............................36
  SECTION 505.    Trustee May Enforce Claims Without Possession of
                  Securities..................................................37
  SECTION 506.    Application of Money Collected..............................37
  SECTION 507.    Limitation on Suits.........................................38
  SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium
                  and Interest................................................38
  SECTION 509.    Restoration of Rights and Remedies..........................38
  SECTION 510.    Rights and Remedies Cumulative..............................39
  SECTION 511.    Delay or Omission Not Waiver................................39
  SECTION 512.    Control by Holders..........................................39
  SECTION 513.    Waiver of Past Defaults.....................................39
  SECTION 514.    Undertaking for Costs.......................................40
  SECTION 515.    Waiver of Usury, Stay or Extension Laws.....................40

ARTICLE VI        THE TRUSTEE

  SECTION 601.    Certain Duties and Responsibilities.........................40
  SECTION 602.    Notice of Defaults..........................................41
  SECTION 603.    Certain Rights of Trustee...................................41
  SECTION 604.    Not Responsible for Recitals or Issuance of Securities......42
  SECTION 605.    May Hold Securities.........................................42
  SECTION 606.    Money Held in Trust.........................................42
  SECTION 607.    Compensation and Reimbursement..............................42
  SECTION 608.    Disqualification; Conflicting Interests.....................43
  SECTION 609.    Corporate Trustee Required; Eligibility.....................43
  SECTION 610.    Resignation and Removal; Appointment of Successor...........43
  SECTION 611.    Acceptance of Appointment by Successor......................45
  SECTION 612.    Merger, Conversion, Consolidation or Succession to
                  Business....................................................46
  SECTION 613.    Preferential Collection of Claims Against Partnership.......46
  SECTION 614.    Appointment of Authenticating Agent.........................46

ARTICLE VII       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

  SECTION 701.    Partnership to Furnish Trustee Names and Addresses of
                  Holders.....................................................48
  SECTION 702.    Preservation of Information; Communications to Holders......48
  SECTION 703.    Reports by Trustee..........................................48
  SECTION 704.    Reports by Partnership......................................49

                                       ii

ARTICLE VIII     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  SECTION 801.   Partnership May Consolidate, Etc., Only on Certain Terms ....49
  SECTION 802.   Successor Substituted .......................................50

ARTICLE IX       SUPPLEMENTAL INDENTURES

  SECTION 901.   Supplemental Indentures Without Consent of Holders ..........50
  SECTION 902.   Supplemental Indentures with Consent of Holders .............51
  SECTION 903.   Execution of Supplemental Indentures ........................52
  SECTION 904.   Effect of Supplemental Indentures ...........................52
  SECTION 905.   Conformity with Trust Indenture Act .........................52
  SECTION 906.   Reference in Securities to Supplemental Indentures ..........52

ARTICLE X        COVENANTS

  SECTION 1001.  Payment of Principal, Premium and Interest ..................53
  SECTION 1002.  Maintenance of Office or Agency .............................53
  SECTION 1003.  Money for Securities Payments to Be Held in Trust ...........53
  SECTION 1004.  Statement by Officers as to Default .........................55
  SECTION 1005.  Existence ...................................................55
  SECTION 1006.  Limitations on Liens ........................................55
  SECTION 1007.  Restriction of Sale-Leaseback Transaction ...................56
  SECTION 1008.  Waiver of Certain Covenants .................................57

ARTICLE XI       REDEMPTION OF SECURITIES

  SECTION 1101.  Applicability of Article ....................................58
  SECTION 1102.  Election to Redeem; Notice to Trustee .......................58
  SECTION 1103.  Selection by Trustee of Securities to be Redeemed ...........58
  SECTION 1104.  Notice of Redemption ........................................58
  SECTION 1105.  Deposit of Redemption Price .................................59
  SECTION 1106.  Securities Payable on Redemption Date .......................59
  SECTION 1107.  Securities Redeemed in Part .................................60

ARTICLE XII      SINKING FUNDS

  SECTION 1201.  Applicability of Article ....................................60
  SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities .......60
  SECTION 1203.  Redemption of Securities for Sinking Fund ...................61

ARTICLE XIII     DEFEASANCE

  SECTION 1301.  Applicability of Article ....................................61
  SECTION 1302.  Legal Defeasance ............................................61
  SECTION 1303.  Covenant Defeasance .........................................63
  SECTION 1304.  Application by Trustee of Funds Deposited for Payment
                 of Securities ...............................................64
  SECTION 1305.  Repayment to Partnership ....................................64

          INDENTURE dated as of __________, 2002, between INERGY, L.P.,
a Delaware limited partnership (the "Partnership"), having its principal office
at 2 Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112 and
_____________, a ________ banking corporation, as Trustee (the "Trustee").

                           RECITALS OF THE PARTNERSHIP

          The Partnership has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the "Securities"), to be
issued in one or more series as in this Indenture provided.

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

          This Indenture is subject to the provisions of the Trust Indenture Act
that are required to be a part of this Indenture and, to the extent applicable,
shall be governed by such provisions.

          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 agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

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

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

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

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

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

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

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

          "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place.

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

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

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

          "Business Day", when used with respect to any Place of Payment or
other location, means, except as otherwise provided as contemplated by Section
301 with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

          "Capital Interests" means any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, including, without limitation, with

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respect to partnerships, partnership interests (whether general or limited;
senior or junior) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

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

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

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which at the date hereof is ________.

          "corporation" includes corporations, associations, limited liability
companies, joint-stock companies and business trusts.

          "covenant defeasance" has the meaning specified in Section 1303.

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

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

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

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

          "defeasance" has the meaning specified in Section 1302.

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

          "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the

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Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301, until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter shall
mean or include each Person which is then a Depositary hereunder, and if at any
time there is more than one such Person, shall be a collective reference to such
Persons.

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

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

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

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

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

          "Global Security" means a Security in global form that evidences all
or part of the Securities of any series and is registered in the name of the
Depositary for such Securities or a nominee thereof.

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

          "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" also shall include the terms of particular
series of Securities established as contemplated by Section 301.

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

          "Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

          "Issue Date" means with respect to any series of Debt Securities
issued under either Indenture the date on which Debt Securities of that series
are initially issued under that Indenture.

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

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

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

          "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President or a Vice President, and by the Treasurer or the
Secretary, of the General Partner (or if the Partnership shall change its form
of entity to other than a limited partnership, by Persons or officers, members,
agents and comparable positions as applicable to those of the foregoing nature,
as applicable), and delivered to the Trustee. One of the officers or such other
Persons (as applicable) signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the General Partner (or if the Partnership shall change its form of entity
to other than a limited partnership, by Persons or officers, members, agents
and comparable positions as applicable to those of the foregoing nature, as
applicable).

          "Opinion of Counsel" means a written opinion of legal counsel, who
may be an employee of or counsel for the Partnership.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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

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

          (3) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to
it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Partnership; and

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          (4) Securities, except to the extent provided in Sections 1302 and
1303, with respect to which the Partnership has effected defeasance or covenant
defeasance as provided in Article XIII;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof on such date pursuant to Section 502, (B) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S.
dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security, of the amount
determined as provided in Clause (A) above) of such Security, and (C) Securities
owned by the Partnership or any other obligor upon the Securities or any
Affiliate of the Partnership or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned as described in Clause
(C) above which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not the
Partnership or any other obligor upon the Securities or any Affiliate of the
Partnership or of such other obligor.

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

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

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

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

          "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate
or rates of interest thereon, if any, the Stated Maturity or

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Stated Maturities thereof, the original issue date or dates thereof, the
redemption provisions, if any, with respect thereto, and any other terms
specified as contemplated by Section 301 with respect thereto, are to be
determined by the Partnership upon the issuance of such Securities.

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

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

          "Place of Payment", when used with respect to the Securities of any
series, means, unless otherwise specifically provided for with respect to such
series as contemplated by Section 301, the office or agency of the Partnership
in The City of New York and such other place or places where, subject to the
provisions of Section 1002, the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
Section 301.

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

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

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

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

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

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

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

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

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

          "Subsidiary" means, (i) any partnership of which more than 50% of the
partners' equity interests (considering all partners' equity interests as a
single class) is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such

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Person or combination thereof, or (ii) any corporation, limited liability
company, association or other business 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 is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such Person or
combination thereof.

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

          "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean each Trustee with respect to
Securities of that series.

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

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

SECTION 102.      Compliance Certificates and Opinions.

          Upon any application or request by the Partnership to the Trustee to
take any action under any provision of this Indenture, the Partnership shall
furnish to the Trustee such certificates or opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the General
Partner, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include:

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

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

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

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

SECTION 103.      Form of Documents Delivered to Trustee.

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

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

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

SECTION 104.      Acts of Holders; Record Dates.

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

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Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 315 of the Trust Indenture
Act) conclusive in favor of the Trustee and the Partnership, if made in the
manner provided in this Section.

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

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

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

          Without limiting the foregoing, a Holder entitled hereunder to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

          The Partnership may set any day as the record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities of such series, but the Partnership shall have
no obligation to do so. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on
such record date (or their duly appointed agents), and only such Persons, shall
be entitled to give or take the relevant action, whether or not such Holders
remain Holders after such record date.

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

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

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          (1) the Trustee by any Holder or by the Partnership shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trustee Administration, or

          (2) the Partnership by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the
Partnership addressed to it at 2 Brush Creek Boulevard, Suite 200, Kansas City,
Missouri 64112, to the attention of the Corporate Secretary, or at any other
address previously furnished in writing to the Trustee by the Partnership.

SECTION 106.      Notice to Holders; Waiver.

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

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

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

SECTION 107.      Conflict with Trust Indenture Act.

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

SECTION 108.      Effect of Headings and Table of Contents.

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

                                       12

SECTION 109.      Successors and Assigns.

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

SECTION 110.      Separability Clause.

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

SECTION 111.      Benefits of Indenture.

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

SECTION 112.      Governing Law.

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

SECTION 113.      Legal Holidays.

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

SECTION 114.      Language of Notices, Etc.

          Any request, demand, authorization, direction, notice, consent,
waiver or Act required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

SECTION 115. Non-Recourse to the General Partner; No Personal Liability of
             Officers, Directors, Employees or Partners.

          Obligations of the Partnership under this Indenture and the Securities
hereunder are non-recourse to the General Partner, and its respective Affiliates
(other than the Partnership), and payable only out of cash flow and assets of
the Partnership. The Trustee, and each Holder of a Security by its acceptance
thereof, will be deemed to have agreed in this Indenture that (1)

                                       13

neither the General Partner nor its assets (nor any of its respective Affiliates
other than the Partnership, nor their respective assets) shall be liable for any
of the obligations of the Partnership under this Indenture or such Securities,
and (2) no director, officer, employee, member, stockholder or unitholder, as
such, of the Partnership, the Trustee, the General Partner or any Affiliate of
any of the foregoing entities shall have any personal liability in respect of
the obligations of the Partnership under this Indenture or such Securities by
reason of his, her or its status.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201.      Forms Generally.

          The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or automated quotation system on
which the Securities of such series may be listed or traded or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by an authorized officer or other authorized Person on behalf of the
Partnership and delivered to the Trustee at or prior to the delivery of the
Partnership Order contemplated by Section 303 for the authentication and
delivery of such Securities.

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

SECTION 202.      Form of Face of Security.

          [Insert any legend required by the United States Internal Revenue
Code and the regulations thereunder.]

          [If a Global Security,--insert legend required by Section 204 of
the Indenture] [If applicable, insert--UNLESS THIS SECURITY IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE

                                       14

DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                  INERGY, L.P.

                               [TITLE OF SECURITY]

NO.                                                                        U.S.$
[CUSIP No.        ]

          INERGY, L.P., a Delaware limited partnership (herein called the
"Partnership", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to _______,
or registered assigns, the principal sum of United States Dollars on
___________________ [if the Security is to bear interest prior to Maturity,
insert--, and to pay interest thereon from _______, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on _______ and _______ in each year, commencing _______, at the
rate of ___% per annum, until the principal hereof is paid or made available
for payment [if applicable, insert--, and at the rate of ___% per annum on any
overdue principal and premium and on any overdue installment of interest]. [If
applicable, insert--The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of a
360-day year of twelve 30-day months and the days elapsed in any partial month.
In the event that any date on which interest is payable on this Security is not
a Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. A "Business Day" shall
mean, when used with respect to any Place of Payment, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law, executive order or
regulation to close.] The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ______________ or ______________ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or automated quotation system, all as more fully provided in such
Indenture].

                                       15

          [If the Security is not to bear interest prior to Maturity, insert--
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum, which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ___% per annum, which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

          [If a Global Security, insert--Payment of the principal of [(and
premium, if any)] and [if applicable, insert--any such] interest on this
Security will be made by transfer of immediately available funds to a bank
account in _______________ designated by the Holder in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts [state other currency].]

          [If a Definitive Security, insert--Payment of the principal of [(and
premium, if any)] and [if applicable, insert--any such] interest on this
Security will be made at the office or agency of the Partnership maintained for
that purpose in _________, [in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts] [state other currency] [or subject to any laws or regulations
applicable thereto and to the right of the Partnership (as provided in the
Indenture) to rescind the designation of any such Paying Agent, at the [main]
offices of _________ in ____________ and _________ in _________, or at such
other offices or agencies as the Partnership may designate, by [United States
Dollar] [state other currency] check drawn on, or transfer to a [United States
Dollar] account maintained by the payee with, a bank in The City of New York (so
long as the applicable Paying Agent has received proper transfer instructions in
writing at least [ ] days prior to the payment date)] [if applicable, insert--;
provided, however, that payment of interest may be made at the option of the
Partnership by [United States Dollar] [state other currency] check mailed to the
addresses of the Persons entitled thereto as such addresses shall appear in the
Security Register] [or by transfer to a [United States Dollar] [state other
currency] account maintained by the payee with a bank in The City of New York
[state other Place of Payment] (so long as the applicable Paying Agent has
received proper transfer instructions in writing by the Record Date prior to the
applicable Interest Payment Date)].]

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

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

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

Dated:

                                       16

                                                   INERGY, L.P.,
                                                   By:      Inergy GP, LLC,
                                                            Its General Partner

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

SECTION 203.      Form of Reverse of Security.

          This Security is one of a duly authorized issue of securities of the
Partnership (the "Securities"), issued and to be issued in one or more series
under an Indenture dated as of _________, 2002 (the "Indenture"), between the
Partnership and ____________, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Partnership, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Security is one of the series designated on the face
hereof [if applicable, insert--, limited in aggregate principal amount to U.S.
$______].

          [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, [if
applicable, insert--(1) on in any year commencing with the year ____ and ending
with the year ____ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert--on or after ________, ________], as a whole or in part, at
the election of the Partnership, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [if applicable, insert--on
or before ______________, ___%, and if redeemed] during the 12-month period
beginning of the years indicated, ________

           Year                               Redemption Price
           ----                               ----------------

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption [if applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, (1) on
________ in any year commencing

                                       17

with the year ____ and ending with the year ____ through operation of the
sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert--on or
after ___________], as a whole or in part, at the election of the Partnership,
at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning ____________ of
the years indicated,

                                                      
Year                Redemption Price for Redemption         Redemption Price for Redemption
                    Through Operation of the Sinking        Otherwise Than Through Operation
                                Fund                              of the Sinking Fund

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

          [If applicable, insert--The sinking fund for this series provides for
the redemption in each year beginning with the year ____ and ending with the
year ____ of [if applicable,--not less than $_____ ("mandatory sinking fund")
and not more than] $_____ aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Partnership
otherwise than through [if applicable,--mandatory] sinking fund payments may be
credited against subsequent [if applicable,--mandatory] sinking fund payments
otherwise required to be made [if applicable,--in the inverse order in which
they become due].]

          [If the Security is subject to redemption in part of any kind,
insert--In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

          [If applicable, insert--The Securities of this series are not
redeemable prior to Stated Maturity.]

          [If the Security is not an Original Issue Discount Security, insert--
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount Security, insert--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (1) of the amount of principal so declared due and payable,
and (2) of interest on any overdue principal and overdue interest, all of the
Partnership's

                                       18

obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

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

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or [any premium or] interest
hereon on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Partnership,
which is absolute and unconditional, to pay the principal of and [any premium
and] interest on this Security at the times, place(s) and rate, and in the coin
or currency, herein prescribed.

          [If a Global Security, insert--This Global Security or portion hereof
may not be exchanged for Definitive Securities of this series except in the
limited circumstances provided in the Indenture.

          The holders of beneficial interests in this Global Security will not
be entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]

                                       19

          [If a Definitive Security, insert--As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Partnership in [if
applicable, insert--any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert--The City of New
York [, or, subject to any laws or regulations applicable thereto and to the
right of the Partnership (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of _______________
____________ in __________________ and _________________ in ______________ or at
such other offices or agencies as the Partnership may designate]], duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Partnership and the Security Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.]

          The Securities of this series are issuable only in registered form
without coupons in denominations of U.S. $ [state other currency] and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

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

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

          Obligations of the Partnership under the Indenture and the Securities
thereunder, including this Security, are non-recourse to Inergy GP, LLC, a
Delaware limited liability company (the "General Partner") and its Affiliates
(other than the Partnership), and payable only out of cash flow and assets of
the Partnership. The Trustee, and each Holder of a Security by its acceptance
hereof, will be deemed to have agreed in the Indenture that (1) neither the
General Partner nor its assets (nor any of its Affiliates other than the
Partnership, nor their respective assets) shall be liable for any of the
obligations of the Partnership under the Indenture or such Securities, including
this Security, and (2) no director, officer, employee, member, stockholder or
unitholder, as such, of the Partnership, the Trustee, the General Partner or any
Affiliate of any of the foregoing entities shall have any personal liability in
respect of the obligations of the Partnership under the Indenture or such
Securities by reason of his, her or its status.

          The Indenture contains provisions that relieve the Partnership from
the obligation to comply with certain restrictive covenants in the Indenture and
for satisfaction and discharge at any time of the entire indebtedness upon
compliance by the Partnership with certain conditions set forth in the
Indenture.

                                       20

          This Security shall be governed by and construed in accordance with
the laws of the State of New York.

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

          [If a Definitive Security, insert as a separate page--

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please Print or
Typewrite Name and Address of Assignee) the within instrument of INERGY, L.P.
and does hereby irrevocably constitute and appoint ________________________
Attorney to transfer said instrument on the books of the within-named
Partnership, with full power of substitution in the premises.

Please Insert Social Security or Other Identifying Number of Assignee:

____________________________       _____________________________________________

Dated:______________________       (Signature)__________________________________

Signature Guarantee: ___________________________________________________________

          NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

SECTION 204. Global Securities.

          Every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

               THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
          DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED
          TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME
          OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO
          SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES
          DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED
          UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF,
          THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING,
          EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

                                       21

          If Securities of a series are issuable in whole or in part in the
form of one or more Global Securities, as specified as contemplated by Section
301, then, notwithstanding Clause (9) of Section 301 and the provisions of
Section 302, any Global Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Partnership Order. Any instructions by the Partnership with respect
to endorsement or delivery or redelivery of a Global Security shall be in a
Partnership Order (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel).

          The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Partnership and the Partnership delivers to the Trustee the Global
Security together with a Partnership Order (which need not comply with Section
102 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction or increase, as the case may be, in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 303.

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

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

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

                                                     __________________________,
                                                     As Trustee

                                                     By:________________________
                                                     Authorized Officer

                                   ARTICLE III

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

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

                                       22

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

          (1) the form and title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

          (2) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant
to Section 303, are deemed never to have been authenticated and delivered
hereunder);

          (3) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;

          (4) the date or dates on which the Securities will be issued and on
which the principal of, and premium, if any, on the Securities of the series is
payable or the method of determination thereof;

          (5) the rate or rates (which may be fixed or variable) at which the
Securities of the series shall bear interest, if any, or the method of
determination thereof, the date or dates from which such interest shall accrue,
or the method of determination thereof, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date;

          (6) the place or places where, subject to the provisions of Section
1002, the principal of and any premium and interest on Securities of the series
shall be payable, Securities of the series may be surrendered for registration
of transfer, Securities of the series may be surrendered for exchange and
notices, and demands to or upon the Partnership in respect of the Securities of
the series and this Indenture may be served;

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

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

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

                                       23

          (10) whether payment of principal of and premium, if any, and
interest, if any, on the Securities of the series shall be without deduction for
taxes, assessments or governmental charges paid by Holders of the series;

          (11) the currency, currencies or currency units in which payment of
the principal of and any premium and interest on any Securities of the series
shall be denominated, payable, redeemable or purchasable if other than the
currency of the United States of America and the manner of determining the
equivalent thereof in the currency of the United States of America for purposes
of the definition of "Outstanding" in Section 101;

          (12) if the amount of payments of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index, the manner in which such amounts shall be determined;

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

          (14) the right, if any, of the Partnership to defer payments of
interest by extending the interest payment periods and specify the duration of
such extension, the Interest Payment Dates on which such interest shall be
payable and whether and under what circumstances additional interest on amounts
deferred shall be payable;

          (15) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the method of determination thereof;

          (16) if and as applicable, that the Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities (and
whether in temporary or permanent global form) and, in such case, the Depositary
or Depositaries for such Global Security or Global Securities and any
circumstances other than those set forth in Section 305 in which any such Global
Security may be transferred to, and registered and exchanged for Securities
registered in the name of, a Person other than the Depositary for such Global
Security or a nominee thereof and in which any such transfer may be registered;

          (17) any deletions from, modifications of or additions to the Events
of Default set forth in Section 501 or the covenants of the Partnership set
forth in Article X pertaining to the Securities of the series;

          (18) if the terms and conditions upon which any Securities of the
series may be converted into or exchanged for securities, which may include,
without limitation, capital stock, of any class or series of the Partnership or
any other issuer;

                                       24

          (19) if other than as provided in Sections 1302 and 1303, the terms
and conditions upon which and the manner in which such series of Securities may
be defeased or discharged;

          (20) if other than the Trustee, the identity of the Security Registrar
and any Paying Agent;

          (21) any restrictions or other provisions with respect to the transfer
or exchange of the Securities;

          (22) the assets, if any, that are pledged as security for the payment
of the Securities; and

          (23) any other terms of the Securities of the series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

          All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

          If any of the terms of the series are established by action taken by
or pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by an authorized officer or other authorized person of
the General Partner on behalf of the Partnership and delivered to the Trustee at
or prior to the delivery of the Officers' Certificate setting forth, or
providing the manner for determining, the terms of the series.

          With respect to Securities of a series subject to a Periodic Offering,
such Board Resolution or Officers' Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Partnership Order,
or that such terms shall be determined by the Partnership, or one or more of the
Partnership's agents designated in an Officers' Certificate, in accordance with
a Partnership Order.

SECTION 302. Denominations.

          The Securities of each series shall be issuable only in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such specified denomination with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

                                       25

SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Partnership may deliver Securities of any series 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; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Partnership or its duly authorized agents, thereafter promptly confirmed in
writing) acceptable to the Trustee as may be specified by or pursuant to a
Partnership Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or terms of the
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

          (1) if the form or forms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 201, that such form or
forms have been established in conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been, or in the case of
Securities of a series offered in a Periodic Offering, will be, established by
or pursuant to a Board Resolution as permitted by Section 301, that such terms
have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel; and

          (3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Partnership in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Partnership enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

                                       26

          If such form or forms or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Partnership Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

          With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Partnership of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

          Each Security shall be dated the date of its authentication.

          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
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

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

SECTION 304. Temporary Securities.

          Pending the preparation of Definitive Securities of any series, the
Partnership may execute, and upon 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
evidenced by their execution of such Securities.

          If temporary Securities of any series are issued, the Partnership will
cause Definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of Definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for Definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Partnership maintained pursuant to Section

                                       27

1002 for the purpose of exchanges of Securities of such series, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Partnership shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more Definitive Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer and Exchange.

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

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

          At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Partnership shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

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

                                       28

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

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

          Notwithstanding any other provision in this Indenture and except as
otherwise specified as contemplated by Section 301, no Global Security may be
transferred to, or registered or exchanged for Securities registered in the name
of, any Person other than the Depositary for such Global Security or any nominee
thereof, and no such transfer may be registered, except as provided in this
paragraph. Every Security authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Security shall be a
Global Security, except as provided in this paragraph. If (1) (A) the Depositary
for a Global Security notifies the Partnership that it is unwilling or unable to
continue as Depositary for such Global Security or ceases to be a clearing
agency registered under the Exchange Act, and (B) a successor Depositary is not
appointed by the Partnership within 90 days, (2) an Event of Default has
occurred and is continuing with respect to the Securities of such series and the
Security Registrar has received a request from the Depositary to issue
certificated securities in lieu of all or a portion of the Global Securities of
such series (in which case the Partnership shall deliver certificated securities
within 30 days of such request) or (3) the Partnership determines in its sole
discretion that Securities of a series issued in global form shall no longer be
represented by a Global Security, then such Global Security may be exchanged by
such Depositary for Definitive Securities of the same series, of any authorized
denomination and of a like aggregate principal amount and tenor, registered in
the names of, and the transfer of such Global Security or portion thereof may be
registered to, such Persons as such Depositary shall direct.

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

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

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

                                       29

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

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

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

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

          Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

                    (1) The Partnership may elect to make payment of any
          Defaulted Interest to the Persons in whose names the Securities of
          such series (or their respective Predecessor Securities) are
          registered at the close of business on a Special Record Date for the
          payment of such Defaulted Interest, which shall be fixed in the
          following manner. The Partnership shall notify the Trustee in writing
          of the amount of Defaulted Interest proposed to be paid on each
          Security of such series and the date of the proposed payment, and at
          the same time the

                                       30

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

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

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

          For each series of Securities, the Partnership shall, prior to 11:00
a.m. (New York City time) on each payment date for principal and premium, if
any, and interest, if any, deposit with the Trustee money in immediately
available funds sufficient to make cash payments due on the applicable payment
date.

SECTION 308. Persons Deemed Owners.

          Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, prior to due presentment of a Security for
registration of transfer, the Partnership, the Trustee and any agent of the
Partnership or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Sections 305 and 307) any interest
on such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and neither the Partnership, the Trustee nor any agent of
the Partnership or the Trustee shall be affected by notice to the contrary.

                                       31

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

SECTION 309. Cancellation.

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

SECTION 310. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Securities of each series for any partial period shall be computed on the
basis of a 360-day year of twelve 30-day months and the number of days elapsed
in any partial month.

SECTION 311. CUSIP Numbers.

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

                                       32

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

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

          (1)  either

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

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

                    (i)  have become due and payable,

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

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

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

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

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

                                       33

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

SECTION 402.      Application of Trust Money.

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

                                    ARTICLE V

                                    REMEDIES

SECTION 501.      Events of Default.

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

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

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

          (3) default in the performance, or breach, of any term, covenant or
warranty of the Partnership in this Indenture (other than a term, covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Partnership by the
Trustee or to the Partnership and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

          (4) the Partnership pursuant to or within the meaning of any
Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of any
order for relief against it in an

                                       34

involuntary case, (C) consents to the appointment of a Custodian of it or for
all or substantially all of its property, or (D) makes a general assignment for
the benefit of its creditors; or

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

          (6)  any other Event of Default provided as contemplated by Section
301 with respect to Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

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

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

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

               (A)  all overdue interest on all Securities of that series,

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

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

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

                                       35

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

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

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

          The Partnership covenants that if

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

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

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

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

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

SECTION 504. Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Partnership or any
other obligor upon the Securities, their property or their creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any

                                       36

custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

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

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

SECTION 506. Application of Money Collected.

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

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

          SECOND:  To the payment of the amounts then due and unpaid for
                   principal of and any premium and interest on the Securities
                   in respect of which or for the benefit of which such money
                   has been collected, ratably, without preference or priority
                   of any kind, according to the amounts due and payable on such
                   Securities for principal and any premium and interest,
                   respectively; and

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

                                       37

SECTION 507. Limitation on Suits.

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

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

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

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

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

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

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

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

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Sections 305
and 307) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

          SECTION 509. Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then in every such case, subject to any
determination in such proceeding, the Partnership, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder, and

                                       38

thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

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

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

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

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

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

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

SECTION 513. Waiver of Past Defaults.

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

                                       39

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

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

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

SECTION 514. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided, however, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Partnership.

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

          The Partnership covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Partnership (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or security or indemnity satisfactory to
it against such risk or liability is not reasonably assured to it. Whether or
not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

                                       40

SECTION 602. Notice of Defaults.

          If a Default occurs and is continuing with respect to the Securities
of any series, the Trustee shall, within 90 days after it occurs, transmit, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, notice of all uncured or unwaived Defaults known to it; provided, however,
that, except in the case of a Default in payment on the Securities of any
series, the Trustee may withhold the notice if it determines in good faith that
withholding such notice is in the interests of Holders of Securities of such
series; provided, further, however, that, in the case of any default or breach
of the character specified in Section 501(3) with respect to the Securities of
such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

SECTION 603. Certain Rights of Trustee.

          Subject to the provisions of Section 601:

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

          (2)  any request, direction, order or demand of the Partnership
mentioned herein shall be sufficiently evidenced by a Partnership Request or
Partnership Order (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 303, which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors
shall be sufficiently evidenced by a Board Resolution;

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

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

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

          (6)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other

                                       41

paper or document, but the Trustee, in its discretion, may, without obligation
to do so, make such further inquiry or investigation into such facts or matters
as it may see fit;

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

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

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

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Partnership, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Partnership of Securities
or the proceeds thereof.

SECTION 605. May Hold Securities.

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

SECTION 606. Money Held in Trust.

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

SECTION 607. Compensation and Reimbursement.

          The Partnership agrees:

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

          (2)  to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its

                                       42

agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

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

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

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

          The provisions of this Section shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

SECTION 608. Disqualification; Conflicting Interests.

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

SECTION 609. Corporate Trustee Required; Eligibility.

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

SECTION 610. Resignation and Removal; Appointment of Successor.

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

                                       43

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

          The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Partnership.

          If at any time:

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

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

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

          If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Partnership, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Partnership and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Partnership. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Partnership or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of

                                       44

himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

SECTION 611. Acceptance of Appointment by Successor.

          (1)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Partnership and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Partnership or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

          (2) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Partnership,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (A) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (B)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(C) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees as co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, but, on request of the Partnership or any successor Trustee,
such retiring Trustee shall, upon payment of its charges, duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                                       45

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

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

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

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

SECTION 613. Preferential Collection of Claims Against Partnership.

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

SECTION 614. Appointment of Authenticating Agent.

          The Trustee (upon notice to the Partnership) may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue (in accordance with
procedures acceptable to the Trustee) and upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Partnership and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section,

                                       46

the combined capital and surplus of such Authenticating Agent shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

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

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

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

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

                                             ----------------------------------,
                                             As Trustee

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

                                             By:
                                                --------------------------------
                                             Authorized Officer

                                       47

                                  ARTICLE VII

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

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

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

          (1) semi-annually, not later than May 15 and November 15 in each year,
a list for each series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series
as of the preceding April 30 or October 31, as the case may be, and

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.

SECTION 702. Preservation of Information; Communications to Holders.

          The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

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

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

SECTION 703. Reports by Trustee.

          The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

          Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 15 in each calendar year
with respect to the 12-month period ending on the previous May 15, commencing
May 15, 2003.

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

                                       48

SECTION 704. Reports by Partnership.

          The Partnership shall:

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

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

          (3)  transmit by mail to all Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Partnership pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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

                                       49

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

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

SECTION 802. Successor Substituted.

          Upon any consolidation of the Partnership with, or merger of the
Partnership into, any other Person or any sale, transfer or lease of the
properties and assets of the Partnership as, or substantially as, an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Partnership is merged or to which such sale, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Partnership under this Indenture with the same effect as if
such successor Person had been named originally as the Partnership herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

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

          (1)  to secure any of such Securities;

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

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

          (4)  to add to, change or eliminate any of the provisions of this
Indenture, provided that any such addition, change or elimination does not
adversely affect any outstanding Securities of any series in any material
respect;

          (5)  to establish the forms or terms of the Securities of any series
issued hereunder;

                                       50

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

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

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

          (9)  to provide for uncertificated securities in addition to
certificated securities;

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

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

SECTION 902. Supplemental Indentures with Consent of Holders.

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

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

          (2)  change the Redemption Date for any debt security;

          (3)  change the Partnership's obligation, if any, to pay additional
amounts;

          (4)  reduce the principal amount of an Original Issue Discount
Security payable upon acceleration of Maturity;

          (5)  change the coin or currency in which any Security or any premium
or interest on any Security is payable;

          (6)  change the redemption right of any Holder;

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

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

                                       51

          (9)  reduce quorum or voting requirements;

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

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

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a

                                       52

notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Partnership shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
Partnership, to any such supplemental indenture may be prepared and executed by
the Partnership and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                    ARTICLE X

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

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

SECTION 1002. Maintenance of Office or Agency.

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

          The Partnership may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Partnership of its obligation to maintain an
office or agency in each Place of Payment for Securities of any series for such
purposes. The Partnership will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

          Except as otherwise specified with respect to a series of Securities
as contemplated by Section 301, the Partnership hereby initially designates as
the Place of Payment for each series of Securities The City and State of New
York, and initially appoints the Trustee at its Corporate Trust Office as the
Partnership's office or agency for each such purpose in such city.

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

          If the Partnership or any of its Subsidiaries shall at any time act as
Paying Agent with respect to any series of Securities, it will, on or before
each due date of the principal of or

                                       53

any premium or interest on any of the Securities of that series, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and interest so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.

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

          The Partnership will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) hold all sums
held by it for the payment of the principal of (and premium, if any) or
interest, if any, on Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided; (2) give the Trustee notice of any
default by the Partnership (or any other obligor upon the Securities of that
series) in the making of any payment of principal (and premium, if any) or
interest, if any, on the Securities of that series; and (3) during the
continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

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

                                       54

SECTION 1004. Statement by Officers as to Default.

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

SECTION 1005. Existence.

          Subject to Article VIII, the Partnership will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Partnership shall not be required to preserve any such right or
franchise if it shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Partnership.

SECTION 1006. Limitations on Liens.

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

          (1)  Permitted Liens;

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

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

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

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

                                       55

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

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

          (8)  any lien upon any additions, improvements, replacements, repairs,
fixtures, appurtenances or component parts thereof attaching to or required to
be attached to property or assets pursuant to the terms of any mortgage, pledge
agreement, security agreement or other similar instrument, creating a lien upon
such property or assets permitted by clauses (1) through (7) above;

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

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

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

SECTION 1007. Restriction of Sale-Leaseback Transaction.

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

          (1)  such Sale-Leaseback Transaction occurs within one year from the
date of completion of the acquisition of the property or assets subject thereto
or the date of the

                                       56

completion of construction, development or substantial repair or improvement, or
commencement of full operations on such property or assets, whichever is later;

          (2)  the Sale-Leaseback Transaction involves a lease for a period,
including renewals, of not more than the lesser of (a) three years and (b) 60%
of the useful remaining life of such property;

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

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

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

SECTION 1008. Waiver of Certain Covenants.

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

          A waiver which changes or eliminates any term, provision or condition
of this Indenture which has expressly been included solely for the benefit of
one or more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such term, provision or
condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

                                       57

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

          The election of the Partnership to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Partnership of less than all the Securities of any series, the Partnership
shall, not less than 30 nor more than 60 days prior to the Redemption Date fixed
by the Partnership (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (1) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (2) pursuant to an election
of the Partnership which is subject to a condition specified in the terms of
such Securities, the Partnership shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

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

          If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by lottery for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

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

SECTION 1104. Notice of Redemption.

          Notice of redemption shall be given by first-class mail (if
international mail, by air mail), postage prepaid, mailed not less than 30 nor
more than 60 days prior to the Redemption

                                       58

Date, to each Holder of Securities to be redeemed, at such Holder's address
appearing in the Security Register.

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

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

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

          (6)  that the redemption is for a sinking fund, if such is the case.

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

SECTION 1105. Deposit of Redemption Price.

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

SECTION 1106. Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Partnership shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Partnership at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

                                       59

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

SECTION 1107. Securities Redeemed in Part.

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

                                  ARTICLE XII

                                  SINKING FUNDS

SECTION 1201. Applicability of Article.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

          The Partnership (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption), and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Partnership pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

                                       60

SECTION 1203. Redemption of Securities for Sinking Fund.

          Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Partnership in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.

                                  ARTICLE XIII

                                   DEFEASANCE

SECTION 1301. Applicability of Article.

          The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 301 for
Securities of such series.

SECTION 1302. Legal Defeasance.

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

                                       61

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

          (2)  The Partnership has delivered to the Trustee an Opinion of
Counsel based on the fact that (A) the Partnership has received from, or there
has been published by, the Internal Revenue Service a ruling, or (B) since the
date hereof, there has been a change in the applicable federal income tax law,
in either case to the effect that, and such opinion shall confirm that, the
Holders of the Securities of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred;

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

          (4)  No Event of Default or event which with notice or lapse of time
or both would become an Event of Default shall have occurred and be continuing
on the date of such deposit;

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

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

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

                                       62

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

For this purpose, such defeasance means that the Partnership and any other
obligor upon the Securities of such series shall be deemed to have paid and
discharged the entire debt represented by the Securities of such series, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
1304 and the rights and obligations referred to in Clauses (i) through (vii),
inclusive, of the first paragraph of this Section, and to have satisfied all its
other obligations under the Securities of such series and this Indenture insofar
as the Securities of such series are concerned.

SECTION 1303. Covenant Defeasance.

          The Partnership and any other obligor, if any, shall be released on
the 91st day after the date of the deposit referred to in Clause (1) below from
its obligations under Sections 704, 801, 1005, 1006 and 1007 with respect to the
Securities of any series on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and the Securities of such
series shall thereafter be deemed to be not "Outstanding" for the purposes of
any request, demand, authorization, direction, notice, waiver, consent or
declaration or other action or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Securities of such series, the
Partnership may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501, but, except as specified
above, the remainder of this Indenture and the Securities of such series shall
be unaffected thereby. The following shall be the conditions to application of
this Section 1303:

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

          (2)  If the Securities are to be redeemed prior to Stated Maturity
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall

                                       63

have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made;

          (3)  No Event of Default or event which with notice or lapse of time
or both would become an Event of Default shall have occurred and be continuing
on the date of such deposit;

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

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

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

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

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

SECTION 1304. Application by Trustee of Funds Deposited for Payment of
              Securities.

          Subject to the provisions of the last paragraph of Section 1003, all
moneys or U.S. Government Obligations deposited with the Trustee pursuant to
Section 1302 or 1303 (and all funds earned on such moneys or U.S. Government
Obligations) shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Partnership acting as its
own Paying Agent), to the Holders of the particular Securities of such series
for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent
required by law. Subject to Sections 1302 and 1303, the Trustee shall promptly
pay to the Partnership upon request any excess moneys held by it at any time.

SECTION 1305. Repayment to Partnership.

          The Trustee and any Paying Agent promptly shall pay or return to the
Partnership upon Partnership Request any money and U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of and any interest on the Securities of any

                                       64

series for which money or U.S. Government Obligations have been deposited
pursuant to Section 1302 or 1303.

          The provisions of the last paragraph of Section 1003 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to
Section 1302 or 1303.

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

                                         INERGY, L.P.
                                         By:  Inergy GP, LLC,
                                              Its General Partner

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

                                         [Trustee]

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

                                       65

                                                                     EXHIBIT 4.9

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

                         FORM OF SUBORDINATED INDENTURE

                                  INERGY, L.P.
                                     Issuer

                                       and

                                 ---------------
                                     Trustee

                                    INDENTURE

                         Dated as of _____________, 2002

                          SUBORDINATED DEBT SECURITIES

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

                                  INERGY, L.P.

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

                     Trust Indenture Act Section            Indenture Section
                     ---------------------------            -----------------

Section 310          (a)(1) ...........................     609
                     (a)(2) ...........................     609
                     (a)(3) ...........................     Not Applicable
                     (a)(4) ...........................     Not Applicable
                     (b) ..............................     608; 610
Section 311          (a) ..............................     613
                     (b) ..............................     613
Section 312          (a) ..............................     701; 702
                     (b) ..............................     702
                     (c) ..............................     702
Section 313          (a) ..............................     703
                     (b) ..............................     703
                     (c) ..............................     703
                     (d) ..............................     703
Section 314          (a) ..............................     704
                     (a)(4) ...........................     104; 1004
                     (b) ..............................     Not Applicable
                     (c)(1) ...........................     101
                     (c)(2) ...........................     101; 102
                     (c)(3) ...........................     Not Applicable
                     (d) ..............................     Not Applicable
                     (e) ..............................     102
Section 315          (a) ..............................     601
                     (b) ..............................     602
                     (c) ..............................     601
                     (d) ..............................     601
                     (e) ..............................     514
Section 316          (a) ..............................     101
                     (a)(1)(A) ........................     502; 512
                     (a)(1)(B) ........................     513
                     (a)(2) ...........................     Not Applicable
                     (b) ..............................     508
                     (c) ..............................     104
Section 317          (a)(1) ...........................     503
                     (a)(2) ...........................     504
                     (b) ..............................     1003
Section 318          (a) ..............................     107

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

                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.      Definitions ................................................ 1
SECTION 102.      Compliance Certificates and Opinions ....................... 8
SECTION 103.      Form of Documents Delivered to Trustee ..................... 8
SECTION 104.      Acts of Holders; Record Dates .............................. 9
SECTION 105.      Notices, Etc., to Trustee and Partnership ..................10
SECTION 106.      Notice to Holders; Waiver ..................................10
SECTION 107.      Conflict with Trust Indenture Act ..........................11
SECTION 108.      Effect of Headings and Table of Contents ...................11
SECTION 109.      Successors and Assigns .....................................11
SECTION 110.      Separability Clause ........................................11
SECTION 111.      Benefits of Indenture ......................................11
SECTION 112.      Governing Law ..............................................12
SECTION 113.      Legal Holidays .............................................12
SECTION 114.      Language of Notices, Etc ...................................12
SECTION 115.      Non-Recourse to the General Partner; No Personal Liability
                  of Officers, Directors, Employees or Partners ..............12

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201.      Forms Generally ............................................12
SECTION 202.      Form of Face of Security ...................................13
SECTION 203.      Form of Reverse of Security ................................15
SECTION 204.      Global Securities ..........................................20
SECTION 205.      Form of Trustee's Certificate and Authorization ............21

                                  ARTICLE III

                                 THE SECURITIES

SECTION 301.      Amount Unlimited; Issuable in Series .......................21
SECTION 302.      Denominations ..............................................24
SECTION 303.      Execution, Authentication, Delivery and Dating .............24
SECTION 304.      Temporary Securities .......................................26
SECTION 305.      Registration, Registration of Transfer and Exchange ........26
SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities ...........28
SECTION 307.      Payment of Interest; Interest Rights Preserved .............29

                                       i

SECTION 308.      Persons Deemed Owners ......................................30
SECTION 309.      Cancellation ...............................................30
SECTION 310.      Computation of Interest ....................................31
SECTION 311.      CUSIP Numbers ..............................................31

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction and Discharge of Indenture ....................31
SECTION 402.      Application of Trust Money .................................32

                                   ARTICLE V

                                    REMEDIES

SECTION 501.      Events of Default ..........................................32
SECTION 502.      Acceleration of Maturity; Rescission and Annulment .........33
SECTION 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee ....................................................34
SECTION 504.      Trustee May File Proofs of Claim ...........................35
SECTION 505.      Trustee May Enforce Claims Without Possession of
                  Securities .................................................35
SECTION 506.      Application of Money Collected .............................36
SECTION 507.      Limitation on Suits ........................................36
SECTION 508.      Unconditional Right of Holders to Receive Principal,
                  Premium and Interest .......................................37
SECTION 509.      Restoration of Rights and Remedies .........................37
SECTION 510.      Rights and Remedies Cumulative .............................37
SECTION 511.      Delay or Omission Not Waiver ...............................37
SECTION 512.      Control by Holders .........................................37
SECTION 513.      Waiver of Past Defaults ....................................38
SECTION 514.      Undertaking for Costs ......................................38
SECTION 515.      Waiver of Usury, Stay or Extension Laws ....................38

                                   ARTICLE VI

                                  THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities ........................39
SECTION 602.      Notice of Defaults .........................................39
SECTION 603.      Certain Rights of Trustee ..................................39
SECTION 604.      Not Responsible for Recitals or Issuance of Securities .....40
SECTION 605.      May Hold Securities ........................................40
SECTION 606.      Money Held in Trust ........................................41
SECTION 607.      Compensation and Reimbursement .............................41
SECTION 608.      Disqualification; Conflicting Interests ....................41
SECTION 609.      Corporate Trustee Required; Eligibility ....................42
SECTION 610.      Resignation and Removal; Appointment of Successor ..........42
SECTION 611.      Acceptance of Appointment by Successor .....................43

                                       ii

SECTION 612.      Merger, Conversion, Consolidation or Succession
                  to Business ...............................................44
SECTION 613.      Preferential Collection of Claims Against Partnership .....44
SECTION 614.      Appointment of Authenticating Agent .......................45

                                  ARTICLE VII

             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

SECTION 701.      Partnership to Furnish Trustee Names and Addresses of
                  Holders ...................................................46
SECTION 702.      Preservation of Information; Communications to Holders ....46
SECTION 703.      Reports by Trustee ........................................47
SECTION 704.      Reports by Partnership ....................................47

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      Partnership May Consolidate, Etc., Only on Certain Terms ..48
SECTION 802.      Successor Substituted .....................................48

                                   ARTICLE IX

                            SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders ........49
SECTION 902.      Supplemental Indentures with Consent of Holders ...........49
SECTION 903.      Execution of Supplemental Indentures ......................51
SECTION 904.      Effect of Supplemental Indentures .........................51
SECTION 905.      Conformity with Trust Indenture Act .......................51
SECTION 906.      Reference in Securities to Supplemental Indentures ........51

                                   ARTICLE X

                                   COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest ................51
SECTION 1002.     Maintenance of Office or Agency ...........................52
SECTION 1003.     Money for Securities Payments to Be Held in Trust .........52
SECTION 1004.     Statement by Officers as to Default .......................53
SECTION 1005.     Existence .................................................53
SECTION 1006.     Waiver of Certain Covenants ...............................54

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article ..................................54
SECTION 1102.     Election to Redeem; Notice to Trustee .....................54

                                      iii

SECTION 1103.     Selection by Trustee of Securities to be Redeemed .........54
SECTION 1104.     Notice of Redemption ......................................55
SECTION 1105.     Deposit of Redemption Price ...............................56
SECTION 1106.     Securities Payable on Redemption Date .....................56
SECTION 1107.     Securities Redeemed in Part ...............................56

                                  ARTICLE XII

                                 SINKING FUNDS

SECTION 1201.     Applicability of Article ..................................56
SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities .....57
SECTION 1203.     Redemption of Securities for Sinking Fund .................57

                                  ARTICLE XIII

                                   DEFEASANCE

SECTION 1301.     Applicability of Article ..................................57
SECTION 1302.     Legal Defeasance ..........................................58
SECTION 1303.     Covenant Defeasance .......................................59
SECTION 1304.     Application by Trustee of Funds Deposited for Payment of
                  Securities ................................................61
SECTION 1305.     Repayment to Partnership ..................................61

                                  ARTICLE XIV

                          SUBORDINATION OF SECURITIES

SECTION 1401.     Securities Subordinated to Senior Debt ....................61
SECTION 1402.     Distribution on Dissolution, Liquidation and
                  Reorganization; Subrogation of Securities .................62
SECTION 1403.     Payments on Securities Permitted ..........................64
SECTION 1404.     Authorization of Holders of Securities to Trustee to
                  Effect Subordination ......................................64
SECTION 1405.     Notices to Trustee ........................................64
SECTION 1406.     Trustee as Holder of Senior Debt ..........................65
SECTION 1407.     Modification of Terms of Senior Debt ......................65

                                       iv

          INDENTURE dated as of ___________, 2002, between INERGY, L.P., a
Delaware limited partnership (the "Partnership"), having its principal office at
2 Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, and
_____________, a _________ banking corporation, as Trustee (the "Trustee").

                           RECITALS OF THE PARTNERSHIP

          The Partnership has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (the
"Securities"), to be issued in one or more series as in this Indenture provided.

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

          This Indenture is subject to the provisions of the Trust Indenture Act
that are required to be a part of this Indenture and, to the extent applicable,
shall be governed by such provisions.

          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 agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.      Definitions.

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

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

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

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

                                       1

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

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

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

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

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

          "Authorized Newspaper" means a newspaper, in the English language or
in an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place.

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

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

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

          "Business Day", when used with respect to any Place of Payment or
other location, means, except as otherwise provided as contemplated by Section
301 with respect to any series of Securities, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.

          "Capital Interests" means any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, including, without limitation, with

                                       2

respect to partnerships, partnership interests (whether general or limited;
senior or junior) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

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

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which at the date hereof is __________.

          "corporation" includes corporations, associations, limited liability
companies, joint-stock companies and business trusts.

          "covenant defeasance" has the meaning specified in Section 1303.

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

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

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

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

          "defeasance" has the meaning specified in Section 1302.

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

          "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is then a Depositary
hereunder, and if at any time there is more than one such Person, shall be a
collective reference to such Persons.

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

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

                                       3

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

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

          "Global Security" means a Security in global form that evidences all
or part of the Securities of any series and is registered in the name of the
Depositary for such Securities or a nominee thereof.

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

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" also shall include the terms of particular
series of Securities established as contemplated by Section 301.

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

          "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

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

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer or the
Secretary, of the General Partner (or if the Partnership shall change its form
of entity to other than a limited partnership, by Persons or officers, members,
agents and comparable positions as applicable to those of the foregoing nature,
as applicable), and delivered to the Trustee. One of the officers or such other
Persons (as applicable) signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the General Partner (or if the Partnership shall change its form of entity to
other than a limited partnership, by Persons or officers, members, agents and
comparable positions as applicable to those of the foregoing nature, as
applicable).

          "Opinion of Counsel" means a written opinion of legal counsel, who may
be an employee of or counsel for the Partnership.

                                       4

     "Original Issue Discount Security" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.
"Outstanding", when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

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

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

          (iii) Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Partnership; and

          (iv) Securities, except to the extent provided in Sections 1302 and
1303, with respect to which the Partnership has effected defeasance or
covenant defeasance as provided in Article XIII;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof on such date pursuant to Section 502, (B) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S.
dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security, of the amount
determined as provided in Clause (A) above) of such Security, and (C) Securities
owned by the Partnership or any other obligor upon the Securities or any
Affiliate of the Partnership or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned as described in Clause
(C) above which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so

                                        5

to act with respect to such Securities and that the pledgee is not the
Partnership or any other obligor upon the Securities or any Affiliate of the
Partnership or of such other obligor.

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

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

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

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 301
with respect thereto, are to be determined by the Partnership upon the issuance
of such Securities.

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

     "Place of Payment", when used with respect to the Securities of any series,
means, unless otherwise specifically provided for with respect to such series as
contemplated by Section 301, the office or agency of the Partnership in The City
of New York and such other place or places where, subject to the provisions of
Section 1002, the principal of and any premium and interest on the Securities of
that series are payable as specified as contemplated by Section 301.

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

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

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

                                       6

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

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

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

     "Senior Debt" of the Partnership, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 301, means (1) all Debt of
the Partnership, whether currently outstanding or hereafter issued, unless, by
the terms of the instrument creating or evidencing such Debt, it is provided
that such Debt is not superior in right of payment to the Securities or to other
Debt which is pari passu with or subordinated to the Securities, and (2) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or
securities, notes or other evidence of Debt issued in exchange for such Debt;
provided that in no event shall "Senior Debt" include (a) Debt of the
Partnership owed or owing to any Subsidiary of the Partnership or any officer,
director or employee of the Partnership or any Subsidiary of the Partnership,
(b) Debt to trade creditors, or (c) any liability for taxes owed or owing by the
Partnership.

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

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

     "Subsidiary" means, (i) any partnership of which more than 50% of the
partners' equity interests (considering all partners' equity interests as a
single class) is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of such Person or
combination thereof, or (ii) any corporation, limited liability company,
association or other business 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
is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of such Person or combination thereof.

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

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

                                        7

then a Trustee hereunder, and if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean each
Trustee with respect to Securities of that series.

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

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

SECTION 102. Compliance Certificates and Opinions.

     Upon any application or request by the Partnership to the Trustee to take
any action under any provision of this Indenture, the Partnership shall furnish
to the Trustee such certificates or opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the General Partner, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 1004) shall include:

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

                                        8

and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

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

SECTION 104. Acts of Holders; Record Dates.

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

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

                                       9

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

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

     Without limiting the foregoing, a Holder entitled hereunder to give or take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

     The Partnership may set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities of such series, but the Partnership shall have no
obligation to do so. With regard to any record date set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to give or take the relevant action, whether or not such Holders remain
Holders after such record date.

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

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

     (1) the Trustee by any Holder or by the Partnership shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trustee
Administration, or

     (2) the Partnership by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Partnership addressed to
it at 2 Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, to the
attention of the Corporate Secretary, or at any other address previously
furnished in writing to the Trustee by the Partnership.

SECTION 106. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid (if international mail, by
air mail), to each Holder affected by such event, at such Holder's address as it
appears in the Security Register, not later than the latest date

                                       10

(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

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

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

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

                                       11

SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays.

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

SECTION 114. Language of Notices, Etc.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

SECTION 115. Non-Recourse to the General Partner; No Personal Liability of
             Officers, Directors, Employees or Partners.

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

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 201. Forms Generally.

          The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and

                                       12

may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with applicable tax
laws or the rules of any securities exchange or automated quotation system on
which the Securities of such series may be listed or traded or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities. If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by an authorized officer or other authorized Person on behalf of the
Partnership and delivered to the Trustee at or prior to the delivery of the
Partnership Order contemplated by Section 303 for the authentication and
delivery of such Securities.

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

SECTION 202. Form of Face of Security.

          [Insert any legend required by the United States Internal Revenue Code
and the regulations thereunder.]

          [If a Global Security,--insert legend required by Section 204 of the
Indenture] [If applicable, insert--UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]

                                  INERGY, L.P.

                               [TITLE OF SECURITY]

No.                                                         U.S. $
   ---------------                                                --------------
      [CUSIP No.]

          INERGY, L.P., a Delaware limited partnership (herein called the
"Partnership", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
___________, or registered assigns, the principal sum of United States Dollars
on ________________ [if the Security is to bear interest prior to Maturity,
insert--, and to pay interest thereon from ______, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on __________ and

                                       13

____________ in each year, commencing _____________, at the rate of ___% per
annum, until the principal hereof is paid or made available for payment [if
applicable, insert--, and at the rate of ___% per annum on any overdue principal
and premium and on any overdue installment of interest]. [If applicable,
insert--The amount of interest payable for any period shall be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable
for any partial period shall be computed on the basis of a 360-day year of
twelve 30-day months and the days elapsed in any partial month. In the event
that any date on which interest is payable on this Security is not a Business
Day, then a payment of the interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean,
when used with respect to any Place of Payment, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law, executive order or
regulation to close.] The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ___________ or ____________ (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or automated quotation system, all as more fully provided in such
Indenture].

          [If the Security is not to bear interest prior to Maturity,
insert--The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ___% per annum, which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of ___% per annum, which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

          [If a Global Security, insert--Payment of the principal of [(and
premium, if any)] and [if applicable, insert--any such] interest on this
Security will be made by transfer of immediately available funds to a bank
account in ____ designated by the Holder in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts [state other currency].]

          [If a Definitive Security, insert--Payment of the principal of [(and
premium, if any)] and [if applicable, insert--any such] interest on this
Security will be made at the office or

                                       14

agency of the Partnership maintained for that purpose in ___________, [in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts] [state other currency] [or
subject to any laws or regulations applicable thereto and to the right of the
Partnership (as provided in the Indenture) to rescind the designation of any
such Paying Agent, at the [main] offices of __________ in __________ and
_________ in __________ , or at such other offices or agencies as the
Partnership may designate, by [United States Dollar] [state other currency]
check drawn on, or transfer to a [United States Dollar] account maintained by
the payee with, a bank in The City of New York [ ] (so long as the applicable
Paying Agent has received proper transfer instructions in writing at least [ ]
days prior to the payment date)] [if applicable, insert--; provided, however,
that payment of interest may be made at the option of the Partnership by [United
States Dollar] [state other currency] check mailed to the addresses of the
Persons entitled thereto as such addresses shall appear in the Security
Register] [or by transfer to a [United States Dollar] [state other currency]
account maintained by the payee with a bank in The City of New York [state other
Place of Payment] (so long as the applicable Paying Agent has received proper
transfer instructions in writing by the Record Date prior to the applicable
Interest Payment Date)].]. Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

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

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

Dated:_____________________           INERGY, L.P.,

                                      By:  INERGY GP, LLC,
                                           Its General Partner

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

SECTION 203. Form of Reverse of Security.

          This Security is one of a duly authorized issue of securities of the
Partnership (the "Securities"), issued and to be issued in one or more series
under an Indenture dated as of ________, 2002 (the "Indenture"), between the
Partnership and ____________, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Partnership, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various

                                       15

aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous funds, if
any, may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided or permitted. This Security is one
of the series designated on the face hereof [if applicable, insert--, limited in
aggregate principal amount to U.S.$___________].

          [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, [if
applicable, insert--(1) on in any year commencing with the year ______ and
ending with the year _____ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [if applicable, insert--on or after ______, ______], as a whole or in part,
at the election of the Partnership, at the following Redemption Prices expressed
as percentages of the principal amount): If redeemed [if applicable, insert--on
or before ____, ___%, and if redeemed] during the 12-month period beginning of
the years indicated, __________________________

                  Year                               Redemption Price
                  ----                               ----------------

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption [if applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, (1) on
___________ in any year commencing with the year ____ and ending with the year
____ through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert--on or after ________], as a whole or in part,
at the election of the Partnership, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning ________________ of the years indicated,

                                                                                       Redemption Price for
                                        Redemption Price for                        Redemption Otherwise Than
                                    Redemption Through Operation                     Through Operation of the
          Year                          of the Sinking Fund                                Sinking Fund
- ---------------------   -------------------------------------------------   -------------------------------------

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more

                                       16

Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

          [If applicable, insert--The sinking fund for this series provides for
the redemption on __________ in each year beginning with the year ________ and
ending with the year ____ of [if applicable,--not less than $______ ("mandatory
sinking fund") and not more than] $________ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Partnership otherwise than through [if applicable,--mandatory] sinking fund
payments may be credited against subsequent [if applicable,--mandatory] sinking
fund payments otherwise required to be made [if applicable,--in the inverse
order in which they become due].]

          [If the Security is subject to redemption in part of any kind,
insert--In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.]

          [If applicable, insert--The Securities of this series are not
redeemable prior to Stated Maturity.]

          [If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

          [If the Security is an Original Issue Discount Security, insert--If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (1) of the amount of principal so declared due and payable,
and (2) of interest on any overdue principal and overdue interest, all of the
Partnership's obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.]

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Partnership and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Partnership and the Trustee with
the consent of not less than the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series to be affected (voting as one
class). The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
affected series (voting as one class), on behalf of the Holders of all
Securities of such series, to waive compliance by the Partnership with certain
provisions of the Indenture. The Indenture permits, with certain exceptions as
therein provided, the Holders of a majority in principal amount of Securities of
any series then Outstanding to waive past defaults under the Indenture with
respect to such series and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any

                                       17

Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or [any premium or] interest
hereon on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Partnership,
which is absolute and unconditional, to pay the principal of and [any premium
and] interest on this Security at the times, place(s) and rate, and in the coin
or currency, herein prescribed.

          [If a Global Security, insert--This Global Security or portion hereof
may not be exchanged for Definitive Securities of this series except in the
limited circumstances provided in the Indenture.

          The holders of beneficial interests in this Global Security will not
be entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]

          [If a Definitive Security, insert--As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registerable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Partnership in [if
applicable, insert--any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert--The City of New
York [, or, subject to any laws or regulations applicable thereto and to the
right of the Partnership (limited as provided in the Indenture) to rescind the
designation of any such transfer agent, at the [main] offices of _______________
in ___________ and _________ in _________ or at such other offices or agencies
as the Partnership may designate]], duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Partnership and the
Security Registrar duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.]

          The Securities of this series are issuable only in registered form
without coupons in denominations of U.S.$ [state other currency] and any
integral multiple thereof. As provided

                                       18

in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

          This Security is subordinated in right of payment to Senior Debt, to
the extent provided in the Indenture.

          Obligations of the Partnership under the Indenture and the Securities
thereunder, including this Security, are non-recourse to Inergy GP, LLC, a
Delaware limited liability company (the "General Partner") and its Affiliates
(other than the Partnership), and payable only out of cash flow and assets of
the Partnership. The Trustee, and each Holder of a Security by its acceptance
hereof, will be deemed to have agreed in the Indenture that (1) neither the
General Partner nor its assets (nor any of its Affiliates other than the
Partnership, nor their respective assets) shall be liable for any of the
obligations of the Partnership under the Indenture or such Securities, including
this Security, and (2) no director, officer, employee, member, stockholder or
unitholder, as such, of the Partnership, the Trustee, the General Partner or any
Affiliate of any of the foregoing entities shall have any personal liability in
respect of the obligations of the Partnership under the Indenture or such
Securities by reason of his, her or its status.

          The Indenture contains provisions that relieve the Partnership from
the obligation to comply with certain restrictive covenants in the Indenture and
for satisfaction and discharge at any time of the entire indebtedness upon
compliance by the Partnership with certain conditions set forth in the
Indenture.

          This Security shall be governed by and construed in accordance with
the laws of the State of New York.

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

          [If a Definitive Security, insert as a separate page--

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please Print or
Typewrite Name and Address of Assignee) the within instrument of INERGY, L.P.
and does hereby irrevocably constitute and appoint ________________________
Attorney to transfer said instrument on the books of the within-named
Partnership, with full power of substitution in the premises. Please Insert
Social Security or Other Identifying Number of Assignee:

                                       19

- ---------------------------------  ---------------------------------------------
                                   (Signature)

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

          (Participant in a Recognized Signature Guaranty Medallion Program)

          NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]

SECTION 204. Global Securities.

          Every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
     EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN
     THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
     EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY
     SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
     IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY
     SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

          If Securities of a series are issuable in whole or in part in the form
of one or more Global Securities, as specified as contemplated by Section 301,
then, notwithstanding Clause (9) of Section 301 and the provisions of Section
302, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Partnership Order. Subject to the provisions of Sections 303, 304 and 305, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Partnership Order. Any instructions by the Partnership with respect
to endorsement or delivery or redelivery of a Global Security shall be in a
Partnership Order (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel).

          The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Partnership and the Partnership delivers to the Trustee the Global
Security together with a Partnership Order

                                       20

(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction or increase, as the case may
be, in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.

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

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

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

                                     ------------------------------------------
                                                     As Trustee

                                     By:
                                         --------------------------------------
                                                    Authorized Officer

                                  ARTICLE III
                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

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

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

          (1)  the form and title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);

          (2)  any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the series pursuant
to Section 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);

          (3)  the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest;

          (4)  the date or dates on which the Securities will be issued and on
which the principal of, and premium, if any, on the Securities of the series is
payable or the method of determination thereof;

                                       21

          (5)  the rate or rates (which may be fixed or variable) at which the
Securities of the series shall bear interest, if any, or the method of
determination thereof, the date or dates from which such interest shall accrue,
or the method of determination thereof, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date;

          (6)  the place or places where, subject to the provisions of Section
1002, the principal of and any premium and interest on Securities of the series
shall be payable, Securities of the series may be surrendered for registration
of transfer, Securities of the series may be surrendered for exchange and
notices, and demands to or upon the Partnership in respect of the Securities of
the series and this Indenture may be served;

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

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

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

          (10) whether payment of principal of and premium, if any, and
interest, if any, on the Securities of the series shall be without deduction for
taxes, assessments or governmental charges paid by Holders of the series;

          (11) the currency, currencies or currency units in which payment of
the principal of and any premium and interest on any Securities of the series
shall be denominated, payable, redeemable or purchasable if other than the
currency of the United States of America and the manner of determining the
equivalent thereof in the currency of the United States of America for purposes
of the definition of "Outstanding" in Section 101;

          (12) if the amount of payments of principal of or any premium or
interest on any Securities of the series may be determined with reference to an
index, the manner in which such amounts shall be determined;

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

                                       22

          (14) the right, if any, of the Partnership to defer payments of
interest by extending the interest payment periods and specify the duration of
such extension, the Interest Payment Dates on which such interest shall be
payable and whether and under what circumstances additional interest on amounts
deferred shall be payable;

          (15) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the method of determination thereof;

          (16) if and as applicable, that the Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities (and
whether in temporary or permanent global form) and, in such case, the Depositary
or Depositaries for such Global Security or Global Securities and any
circumstances other than those set forth in Section 305 in which any such Global
Security may be transferred to, and registered and exchanged for Securities
registered in the name of, a Person other than the Depositary for such Global
Security or a nominee thereof and in which any such transfer may be registered;

          (17) any deletions from, modifications of or additions to the Events
of Default set forth in Section 501 or the covenants of the Partnership set
forth in Article X pertaining to the Securities of the series;

          (18) if the terms and conditions upon which any Securities of the
series may be converted into or exchanged for securities, which may include,
without limitation, capital stock, of any class or series of the Partnership or
any other issuer;

          (19) if other than as provided in Sections 1302 and 1303, the terms
and conditions upon which and the manner in which such series of Securities may
be defeased or discharged;

          (20) if other than the Trustee, the identity of the Security Registrar
and any Paying Agent;

          (21) any restrictions or other provisions with respect to the transfer
or exchange of the Securities;

          (22) the assets, if any, that are pledged as security for the payment
of the Securities; and

          (23) any other terms of the Securities of the series (which terms
shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

          All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for increases

                                       23

in the aggregate principal amount of such series of Securities and issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.

          If any of the terms of the series are established by action taken by
or pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by an authorized officer or other authorized person of
the General Partner on behalf of the Partnership and delivered to the Trustee at
or prior to the delivery of the Officers' Certificate setting forth, or
providing the manner for determining, the terms of the series.

          With respect to Securities of a series subject to a Periodic Offering,
such Board Resolution or Officers' Certificate may provide general terms for
Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Partnership Order,
or that such terms shall be determined by the Partnership, or one or more of the
Partnership's agents designated in an Officers' Certificate, in accordance with
a Partnership Order.

SECTION 302. Denominations.

          The Securities of each series shall be issuable only in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such specified denomination with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

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

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Partnership may deliver Securities of any series 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; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Partnership or its duly authorized agents, thereafter promptly confirmed in
writing) acceptable to the Trustee as may be specified by or pursuant to a
Partnership Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or terms of the
Securities of the series have been

                                       24

established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

          (1) if the form or forms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 201, that such form or
forms have been established in conformity with the provisions of this Indenture;

          (2) if the terms of such Securities have been, or in the case of
Securities of a series offered in a Periodic Offering, will be, established by
or pursuant to a Board Resolution as permitted by Section 301, that such terms
have been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a Periodic
Offering, to any conditions specified in such Opinion of Counsel; and

          (3) that such Securities, when authenticated and delivered by the
Trustee and issued by the Partnership in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Partnership enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

          If such form or forms or terms have been so established, the Trustee
shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Partnership Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

          With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Partnership of any of such
Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

          Each Security shall be dated the date of its authentication.

          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
executed by the Trustee by manual signature of an

                                       25

authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

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

SECTION 304. Temporary Securities.

          Pending the preparation of Definitive Securities of any series, the
Partnership may execute, and upon 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
evidenced by their execution of such Securities.

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

SECTION 305. Registration, Registration of Transfer and Exchange.

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

                                       26

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

          At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Partnership shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

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

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

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

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

          Notwithstanding any other provision in this Indenture and except as
otherwise specified as contemplated by Section 301, no Global Security may be
transferred to, or registered or exchanged for Securities registered in the name
of, any Person other than the Depositary for such Global Security or any nominee
thereof, and no such transfer may be registered, except as provided in this
paragraph. Every Security authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Security shall be a
Global Security, except as provided in this paragraph. If (1) (A) the Depositary
for a Global Security notifies the Partnership that it is unwilling or unable to
continue as Depositary for such Global Security or ceases to be a clearing
agency registered under the Exchange Act, and (B) a successor

                                       27

Depositary is not appointed by the Partnership within 90 days, (2) an Event of
Default has occurred and is continuing with respect to the Securities of such
series and the Security Registrar has received a request from the Depositary to
issue certificated securities in lieu of all or a portion of the Global
Securities of such series (in which case the Partnership shall deliver
certificated securities within 30 days of such request) or (3) the Partnership
determines in its sole discretion that Securities of a series issued in global
form shall no longer be represented by a Global Security, then such Global
Security may be exchanged by such Depositary for Definitive Securities of the
same series, of any authorized denomination and of a like aggregate principal
amount and tenor, registered in the names of, and the transfer of such Global
Security or portion thereof may be registered to, such Persons as such
Depositary shall direct.

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

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

          If there shall be delivered to the Partnership and the Trustee (1)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (2) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Partnership or the Trustee that such Security has been acquired by a bona
fide purchaser, the Partnership shall execute and the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding. If, after the delivery of such new
Security, a bona fide purchaser of the original Security in lieu of which such
new Security was issued presents for payment or registration such original
Security, the Trustee shall be entitled to recover such new Security from the
party to whom it was delivered or any party taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Partnership and the Trustee in connection therewith.

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

          Upon the issuance of any new Security under this Section, the
Partnership may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security of any series issued pursuant to this Section in
exchange for any mutilated Security or in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Partnership, whether or not the mutilated, destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled

                                       28

to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series duly issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

          Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

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

          (2) The Partnership may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any

                                       29

securities exchange or automated quotation system on which such Securities may
be listed or traded, and upon such notice as may be required by such exchange,
if, after notice given by the Partnership to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by
the Trustee.

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

          For each series of Securities, the Partnership shall, prior to 11:00
a.m. (New York City time) on each payment date for principal and premium, if
any, and interest, if any, deposit with the Trustee money in immediately
available funds sufficient to make cash payments due on the applicable payment
date.

SECTION 308. Persons Deemed Owners.

          Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, prior to due presentment of a Security for
registration of transfer, the Partnership, the Trustee and any agent of the
Partnership or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Sections 305 and 307) any interest
on such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and neither the Partnership, the Trustee nor any agent of
the Partnership or the Trustee shall be affected by notice to the contrary.

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

SECTION 309. Cancellation.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Partnership may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Partnership may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Partnership has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by

                                       30

the Trustee shall be disposed of in accordance with its customary procedures,
and the Trustee shall thereafter deliver to the Partnership a certificate with
respect to such disposition.

SECTION 310. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months and interest on
the Securities of each series for any partial period shall be computed on the
basis of a 360-day year of twelve 30-day months and the number of days elapsed
in any partial month.

SECTION 311. CUSIP Numbers.

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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

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

          (1) either

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

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

                         (i) have become due and payable,

                                       31

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

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

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

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

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

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

SECTION 402. Application of Trust Money.

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

                                    ARTICLE V
                                    REMEDIES

SECTION 501. Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any

                                       32

judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days (whether or not such payment is prohibited by the
     provisions of Article XIV hereof); or

          (2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity (whether or not such payment is
prohibited by the provisions of Article XIV hereof); or

          (3) default in the performance, or breach, of any term, covenant or
warranty of the Partnership in this Indenture (other than a term, covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Partnership by the
Trustee or to the Partnership and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

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

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

          (6) any other Event of Default provided as contemplated by Section 301
with respect to Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

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

                                       33

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

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

               (A) all overdue interest on all Securities of that series,

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

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

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

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

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

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

          The Partnership covenants that if

          (1) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days (whether or not such payment is prohibited by the provisions
of Article XIV hereof), or

          (2) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof (whether or not such payment is
prohibited by the provisions of Article XIV hereof), the Partnership will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                                       34

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

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

SECTION 504. Trustee May File Proofs of Claim.

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

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

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

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

                                       35

SECTION 506.     Application of Money Collected.

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

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

               SECOND: Subject to Article XIV, to the payment of the amounts
                       then due and unpaid for principal of and any premium
                       and interest on the Securities in respect of which or
                       for the benefit of which such money has been collected,
                       ratably, without preference or priority of any kind,
                       according to the amounts due and payable on such
                       Securities for principal and any premium and interest,
                       respectively; and

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

SECTION 507.     Limitation on Suits.

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

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

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

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

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

          (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series; it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to

                                       36

enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

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

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Sections
305 and 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

SECTION 509.     Restoration of Rights and Remedies.

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

SECTION 510.     Rights and Remedies Cumulative.

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

SECTION 511.     Delay or Omission Not Waiver.

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

SECTION 512.     Control by Holders.

          The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting

                                       37

any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series; provided, however, that

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

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

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

SECTION 513.     Waiver of Past Defaults.

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

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

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

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

SECTION 514.     Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided, however, that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Partnership.

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

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

                                       38

(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 601.     Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or security or indemnity satisfactory to
it against such risk or liability is not reasonably assured to it. Whether or
not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

SECTION 602.     Notice of Defaults.

          If a Default occurs and is continuing with respect to the Securities
of any series, the Trustee shall, within 90 days after it occurs, transmit, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, notice of all uncured or unwaived Defaults known to it; provided, however,
that, except in the case of a Default in payment on the Securities of any
series, the Trustee may withhold the notice if it determines in good faith that
withholding such notice is in the interests of Holders of Securities of such
series; provided, further, however, that, in the case of any default or breach
of the character specified in Section 501(3) with respect to the Securities of
such series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

SECTION 603.     Certain Rights of Trustee.

          Subject to the provisions of Section 601:

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

          (2) any request, direction, order or demand of the Partnership
mentioned herein shall be sufficiently evidenced by a Partnership Request or
Partnership Order (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 303, which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors
shall be sufficiently evidenced by a Board Resolution;

                                       39

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

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

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

          (6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may, without obligation to do so, make such further
inquiry or investigation into such facts or matters as it may see fit;

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

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

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

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Partnership, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Partnership of Securities
or the proceeds thereof.

SECTION 605.     May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Partnership, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the

                                       40

Partnership with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606.     Money Held in Trust.

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

SECTION 607.     Compensation and Reimbursement.

                 The Partnership agrees:

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

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

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

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

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

          The provisions of this Section shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

SECTION 608.     Disqualification; Conflicting Interests.

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

                                       41

SECTION 609. Corporate Trustee Required; Eligibility.

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

SECTION 610. Resignation and Removal; Appointment of Successor.

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

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

     The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Partnership.

     If at any time:

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

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

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

                                       42

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

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

SECTION 611. Acceptance of Appointment by Successor.

     (1) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Partnership and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Partnership or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

     (2) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Partnership,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (A) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (B)
if the retiring Trustee is not retiring with respect to all Securities,

                                       43

shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(C) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees as co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, but, on request of the Partnership or any successor Trustee,
such retiring Trustee shall, upon payment of its charges, duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

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

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

SECTION 613. Preferential Collection of Claims Against Partnership.

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

                                       44

SECTION 614. Appointment of Authenticating Agent.

     The Trustee (upon notice to the Partnership) may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue (in accordance with procedures acceptable to
the Trustee) and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Partnership and shall at all times be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

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

                                       45

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

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

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

                                        ____________________________, As Trustee

                                        By:_____________________________________
                                            As Authenticating Agent

                                        By:_____________________________________
                                            Authorized Officer

                                   ARTICLE VII
              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP

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

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

     (1) semi-annually, not later than May 15 and November 15 in each year, a
list for each series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series
as of the preceding April 30 or October 31, as the case may be, and

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

     provided, however, that if and so long as the Trustee shall be the Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.

SECTION 702. Preservation of Information; Communications to Holders.

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

                                       46

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

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

SECTION 703. Reports by Trustee.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than July 15 in each calendar year with
respect to the 12-month period ending on the previous May 15, commencing May 15,
2003.

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

SECTION 704. Reports by Partnership.

     The Partnership shall:

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

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

                                       47

          (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Partnership pursuant to paragraphs (1) and (2)
     of this Section as may be required by rules and regulations prescribed from
     time to time by the Commission.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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

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

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

SECTION 802. Successor Substituted.

     Upon any consolidation of the Partnership with, or merger of the
Partnership into, any other Person or any sale, transfer or lease of the
properties and assets of the Partnership as, or substantially as, an entirety in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Partnership is merged or to which such sale, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Partnership under this Indenture with the same effect as if
such successor Person had been named originally as the Partnership herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                       48

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

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

          (3) to add to, change or eliminate any of the provisions of this
     Indenture, provided that any such addition, change or elimination does not
     adversely affect any outstanding Securities of any series in any material
     respect;

          (4) to establish the forms or terms of the Securities of any series
     issued hereunder;

          (5) to cure any ambiguity or correct any omission, defect or
     inconsistency in this Indenture;

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

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

          (8) to provide for uncertificated securities in addition to
     certificated securities;

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

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

SECTION 902. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of all Outstanding Securities affected by such supplemental
indenture (voting as one class), the Partnership and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture, or modifying in any manner the rights of the Holders of

                                       49

Securities of such series under this Indenture; provided that the Partnership
and the Trustee may not, without the consent of the Holder of each Outstanding
Security affected thereby,

     (1) change the Stated Maturity of the principal of, or any installment of
principal of or interest, if any, on, any Security, or reduce the principal
amount thereof or premium, if any, on or the rate of interest thereon or modify
the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders or adversely affect any right to
convert or exchange any Security into any other security, or alter the method of
computation of interest;

     (2) change the Redemption Date for any debt security;

     (3) change the Partnership's obligation, if any, to pay additional amounts;

     (4) reduce the principal amount of an Original Issue Discount Security
payable upon acceleration of Maturity;

     (5) change the coin or currency in which any Security or any premium or
interest on any Security is payable;

     (6) change the redemption right of any Holder;

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

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

     (9) reduce quorum or voting requirements;

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

     (11) modify the provisions of this Indenture with respect to the
subordination of any Security in a manner adverse to the Holder thereof; or

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

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

                                       50

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

SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

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

                                       51

SECTION 1002.     Maintenance of Office or Agency.

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

          The Partnership may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Partnership of its obligation to maintain an
office or agency in each Place of Payment for Securities of any series for such
purposes. The Partnership will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

          Except as otherwise specified with respect to a series of Securities
as contemplated by Section 301, the Partnership hereby initially designates as
the Place of Payment for each series of Securities The City and State of New
York, and initially appoints the Trustee at its Corporate Trust Office as the
Partnership's office or agency for each such purpose in such city.

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

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

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

          The Partnership will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) hold all sums
held by it for the payment of the principal of (and premium, if any) or
interest,

                                       52

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

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

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

SECTION 1004.     Statement by Officers as to Default.

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

SECTION 1005.     Existence.

          Subject to Article VIII, the Partnership will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Partnership shall not be required to preserve any such

                                       53

right or franchise if it shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Partnership.

SECTION 1006.     Waiver of Certain Covenants.

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

          A waiver which changes or eliminates any term, provision or
condition of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such term,
provision or condition, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

SECTION 1102.     Election to Redeem; Notice to Trustee.

          The election of the Partnership to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Partnership of less than all the Securities of any series, the Partnership
shall, not less than 30 nor more than 60 days prior to the Redemption Date fixed
by the Partnership (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (1) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (2) pursuant to an election
of the Partnership which is subject to a condition specified in the terms of
such Securities, the Partnership shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction or condition.

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

          If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to

                                       54

be redeemed shall be selected not more than 45 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by lottery for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

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

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

SECTION 1104.    Notice of Redemption.

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

          All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

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

          (6) that the redemption is for a sinking fund, if such is the case.

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

                                       55

SECTION 1105.    Deposit of Redemption Price.

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

SECTION 1106.    Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Partnership shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Partnership at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

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

SECTION 1107.    Securities Redeemed in Part.

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

                                   ARTICLE XII
                                  SINKING FUNDS

SECTION 1201.    Applicability of Article.

          The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

                                       56

          The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

SECTION 1202.    Satisfaction of Sinking Fund Payments with Securities.

          The Partnership (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption), and (2) may apply as a
credit Securities of a series which have been redeemed either at the election
of the Partnership pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

SECTION 1203.    Redemption of Securities for Sinking Fund.

          Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Partnership will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Partnership in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.

                                  ARTICLE XIII
                                   DEFEASANCE

SECTION 1301.    Applicability of Article.

          The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 301 for
Securities of such series.

                                       57

SECTION 1302.    Legal Defeasance.

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

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

          (2) The Partnership has delivered to the Trustee an Opinion of Counsel
based on the fact that (A) the Partnership has received from, or there has been
published by, the Internal Revenue Service a ruling, or (B) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and such opinion shall confirm that, the Holders
of the Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred;

          (3) If the Securities are to be redeemed prior to Stated Maturity
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall

                                       58

have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made;

          (4) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default shall have occurred and be continuing
on the date of such deposit;

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

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

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

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

          For this purpose, such defeasance means that the Partnership and any
other obligor upon the Securities of such series shall be deemed to have paid
and discharged the entire debt represented by the Securities of such series,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 1304 and the rights and obligations referred to in Clauses (i) through
(vii), inclusive, of the first paragraph of this Section, and to have satisfied
all its other obligations under the Securities of such series and this Indenture
insofar as the Securities of such series are concerned.

SECTION 1303.    Covenant Defeasance.

          The Partnership and any other obligor, if any, shall be released on
the 91st day after the date of the deposit referred to in Clause (1) below
from its obligations under Sections 704, 801 and 1005 with respect to the
Securities of any series on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and the Securities of such
series shall thereafter be deemed to be not "Outstanding" for the purposes of
any request, demand, authorization, direction, notice, waiver, consent or
declaration or other action or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Securities of such series, the
Partnership may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501, but, except as specified
above, the remainder

                                       59

of this Indenture and the Securities of such series shall be unaffected thereby.
The following shall be the conditions to application of this Section 1303:

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

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

          (3) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default shall have occurred and be continuing on
the date of such deposit;

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

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

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

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

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

                                       60

SECTION 1304.    Application by Trustee of Funds Deposited for Payment of
                 Securities.

          Subject to the provisions of the last paragraph of Section 1003, all
moneys or U.S. Government Obligations deposited with the Trustee pursuant to
Section 1302 or 1303 (and all funds earned on such moneys or U.S. Government
Obligations) shall be held in trust and applied by it to the payment, either
directly or through any Paying Agent (including the Partnership acting as its
own Paying Agent), to the Holders of the particular Securities of such series
for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such money need not be segregated from other funds except to the extent
required by law. Subject to Sections 1302 and 1303, the Trustee shall promptly
pay to the Partnership upon request any excess moneys held by it at any time.

SECTION 1305.    Repayment to Partnership.

          The Trustee and any Paying Agent promptly shall pay or return to the
Partnership upon Partnership Request any money and U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of and any interest on the Securities of any series for which money or U.S.
Government Obligations have been deposited pursuant to Section 1302 or 1303.

          The provisions of the last paragraph of Section 1003 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited
pursuant to Section 1302 or 1303.

                                  ARTICLE XIV
                           SUBORDINATION OF SECURITIES

SECTION 1401.    Securities Subordinated to Senior Debt.

          (1) The Partnership, for itself, its successors and assigns, covenants
and agrees, and each Holder of Securities, by such Holder's acceptance thereof,
likewise covenants and agrees, that the payment of the principal of (and
premium, if any), and interest on each and all of the Securities is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of all Senior Debt of the
Partnership.

          (2) If (A) the Partnership shall default in the payment of any
principal of, premium, if any, or interest, if any, on any Senior Debt of the
Partnership when the same becomes due and payable, whether at maturity or at
a date fixed for prepayment or by declaration of acceleration or otherwise, or
(B) any other default shall occur with respect to Senior Debt of the Partnership
and the maturity of such Senior Debt has been accelerated in accordance with
its terms, then, upon written notice of such default to the Partnership and
the Trustee by the holders of Senior Debt of the Partnership or any trustee
therefore, unless and until, in either case, the default has been cured or
waived or has ceased to exist, or, any such acceleration has been rescinded or
such Senior Debt has been paid in full, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of, premium, if any, or interest, if any, on
any of the Securities, or in respect of any

                                       61

redemption, retirement, purchase or other acquisition of any of the Securities
other than those made in capital stock of the Partnership (or cash in lieu of
fractional shares thereof).

          (3) If any default occurs under the Senior Debt of the Partnership,
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or at the expiration of any applicable grace periods (a "Senior
Nonmonetary Default"), then, upon the receipt by the Partnership and the Trustee
of written notice thereof (a "Payment Blockage Notice") from or on behalf of
holders of such Senior Debt of the Partnership specifying an election to
prohibit such payment and other action by the Partnership in accordance with the
following provisions of this paragraph (3), the Partnership may not make any
payment or take any other action that would be prohibited by paragraph (2) of
this Section 1401 during the period (the "Payment Blockage Period") commencing
on the date of receipt of such Payment Blockage Notice and ending on the earlier
of (A) the date, if any, on which the holders of such Senior Debt or their
representative notifies the Trustee that such Senior Nonmonetary Default is
cured or waived or ceases to exist or the Senior Debt to which such Senior
Nonmonetary Default relates is discharged or (B) the 179th day after the date of
receipt of such Payment Blockage Notice. Notwithstanding the provisions
described in the immediately preceding sentence, the Partnership may resume
payments on the Securities following such Payment Blockage Period.

SECTION 1402. Distribution on Dissolution, Liquidation and Reorganization;
              Subrogation of Securities.

          Upon any distribution of assets of the Partnership upon any
dissolution, winding up, liquidation or reorganization of the Partnership,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Partnership or otherwise (subject to the power of
a court of competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the Senior Debt of the Partnership
and the holders thereof with respect to the Securities and the Holders thereof
by a lawful plan or reorganization under applicable bankruptcy law),

          (1) the holders of all Senior Debt of the Partnership shall be
entitled to receive payment in full of the principal thereof, premium, if any,
interest, and any interest thereon, due thereon before the Holders of the
Securities are entitled to receive any payment upon the principal, premium,
interest of or on the Securities or interest on overdue amounts thereof; and

          (2) any payment or distribution of assets of the Partnership of any
kind or character, whether in cash, property or securities, to which the Holders
of the Securities or the Trustee (on behalf of the Holders) would be entitled
except for the provisions of this Article XIV shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of Senior Debt of the Partnership or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Debt may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of the principal
of, premium, if any, interest, and any interest thereon, on the Senior Debt of
the Partnership held or represented by each, to the extent necessary to make

                                       62

payment in full of all Senior Debt of the Partnership remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Debt; and

          (3) in the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Partnership of any kind or character, whether in
cash, property or securities, shall be received by the Trustee (on behalf of the
Holders) or the Holders of the Securities before all Senior Debt of the
Partnership is paid in full, such payment or distribution shall be paid over to
the holders of such Senior Debt or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Debt may have been issued, ratably as aforesaid,
for application to the payment of all Senior Debt remaining unpaid until all
such Senior Debt shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Debt.

          Subject to the payment in full of all Senior Debt of the Partnership,
the Holders of the Securities shall be subrogated to the rights of the holders
of such Senior Debt to receive payments or distributions of cash, property or
securities of the Partnership applicable to Senior Debt of the Partnership until
the principal, premium, interest, and any interest thereon, of or on the
Securities shall be paid in full and no such payments or distributions to the
Holders of the Securities of cash, property or securities otherwise
distributable to the Senior Debt of the Partnership shall, as between the
Partnership, its creditors other than the holders of Senior Debt of the
Partnership, and the Holders of the Securities, be deemed to be a payment by the
Partnership to or on account of the Securities. It is understood that the
provisions of this Article XIV are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of Senior Debt of the Partnership, on the other hand. Nothing
contained in this Article XIV or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Partnership, its
creditors other than the holders of Senior Debt of the Partnership, and the
Holders of the Securities, the obligation of the Partnership, which is
unconditional and absolute, to pay to the Holders of the Securities the
principal, premium, interest, and any interest thereon, of or on the Securities
as and when the same shall become due and payable in accordance with their
terms, or to affect the relative rights of the Holders of the Securities and
creditors of the Partnership other than the holders of Senior Debt of the
Partnership, nor shall anything herein or in the Securities prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article XIV of the holders of such Senior Debt in respect of
cash, property or securities of the Partnership received upon the exercise of
any such remedy. Upon any payment or distribution of assets of the Partnership
referred to in this Article XIV, the Trustee shall be entitled to conclusively
rely upon a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of Senior Debt
of the Partnership and other indebtedness of the Partnership, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon, and all
other facts pertinent thereto or to this Article XIV.

          The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt of the Partnership. The Trustee shall not be liable
to any such holder if it shall pay over or distribute to or on behalf of Holders
of Securities or the Partnership moneys or assets to which any holder of Senior
Debt of the Partnership shall be entitled by virtue of this

                                       63

Article XIV. The rights and claims of the Trustee under Section 607 shall not be
subject to the provisions of this Article XIV.

          If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Debt of the Partnership is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

SECTION 1403. Payments on Securities Permitted.

          Nothing contained in this Indenture or in any of the Securities shall
(1) affect the obligation of the Partnership to make, or prevent the Partnership
from making, at any time except as provided in Sections 1401 and 1402, payments
of principal, premium, interest, and any interest thereon, of or on the
Securities or (2) prevent the application by the Trustee of any moneys deposited
with it hereunder to the payment of or on account of the principal, premium,
interest or other amounts, and any interest thereon, of or on the Securities
unless the Trustee shall have received at its Corporate Trust Office written
notice of any event prohibiting the making of such payment two Business Days (A)
prior to the date fixed for such payment, (B) prior to the execution of an
instrument to satisfy and discharge this Indenture based upon the deposit of
funds under Section 401(1)(b), (C) prior to the execution of an instrument
acknowledging the defeasance of such Securities pursuant to Section 1302 or (D)
prior to any deposit pursuant to clause (1) of Section 1303 with respect to such
Securities.

SECTION 1404. Authorization of Holders of Securities to Trustee to Effect
              Subordination.

          Each Holder of Securities by such Holder's acceptance thereof, whether
upon original issue or upon transfer or assignment, authorizes and directs the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XIV and
appoints the Trustee such Holder's attorney-in-fact for any and all such
purposes.

SECTION 1405. Notices to Trustee.

          The Partnership shall give prompt written notice to a Responsible
Officer of the Trustee located at the Corporate Trust Office of the Trustee of
any fact known to the Partnership which would prevent the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article XIV or any other provisions of this Indenture,
neither the Trustee nor any Paying Agent (other than the Partnership) shall be
charged with knowledge of the existence of any Senior Debt of the Partnership or
of any event which would prohibit the making of any payment of moneys to or by
the Trustee or such Paying Agent, unless and until the Trustee or such Paying
Agent shall have received (in the case of the Trustee, at its Corporate Trust
Office) written notice thereof from the Partnership or from the holder of any
Senior Debt of the Partnership or from the trustee for or representative of any
Senior Debt of the Partnership together with proof satisfactory to the Trustee
of such holding of such Senior Debt or of the authority of such trustee or
representative; provided, however, that if at least two Business Days prior to
the date upon which by the terms hereof any such moneys may become payable for

                                       64

any purpose (including, without limitation, the payment of the principal,
premium, interest, of or on any Security, or any interest thereon) or the date
on which the Trustee shall execute an instrument acknowledging satisfaction and
discharge of this Indenture or the defeasance of Securities pursuant to Section
1302 or the date on which a deposit pursuant to clause (1) of Section 1303 is
made, the Trustee shall not have received with respect to such moneys or the
moneys deposited with it as a condition to such satisfaction and discharge or
defeasance the notice provided for in this Section 1405, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary,
which may be received by it on or after such two Business Days prior to such
date. The Trustee shall be entitled to conclusively rely on the delivery to it
of a written notice by a person representing himself to be a holder of Senior
Debt of the Partnership (or a trustee or representative on behalf of such
holder) to establish that such a notice has been given by a holder of Senior
Debt of the Partnership or a trustee or representative on behalf of any such
holder. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt of the Partnership to participate in any payment or distribution
pursuant to this Article XIV, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt of the Partnership held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XIV and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 1406. Trustee as Holder of Senior Debt.

          The Trustee shall be entitled to all the rights set forth in this
Article XIV in respect of any Senior Debt of the Partnership at any time held by
it to the same extent as any other holder of Senior Debt of the Partnership and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

SECTION 1407. Modification of Terms of Senior Debt.

          Any renewal or extension of the time of payment of any Senior Debt of
the Partnership or the exercise by the holders of Senior Debt of the Partnership
of any of their rights under any instrument creating or evidencing such Senior
Debt, including without limitation the waiver of default thereunder, may be made
or done all without notice to or assent from Holders of the Securities or the
Trustee.

          No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Debt of the Partnership is outstanding or of such Senior Debt, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
XIV or of the Securities relating to the subordination thereof.

                                       65

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

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

                                        INERGY, L.P.

                                        By:   INERGY GP, LLC,
                                              Its General Partner

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

                                        [Trustee]

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

                                       66

                  [LETTERHEAD OF STINSON MORRISON HECKER LLP]

                                                                     EXHIBIT 5.1

November 11, 2002

Inergy, L.P.
2 Brush Creek Boulevard, Suite 200
Kansas City, Missouri  64112

     Re: Inergy, L.P.
         Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to Inergy, L.P., a Delaware limited partnership
(the "Partnership"), in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act") of common units representing
limited partner interests in the Partnership (the "Common Units"), partnership
securities consisting of any class or series of limited partnership interests or
other equity securities in the Partnership (the "Partnership Securities"), and
senior debt securities and subordinated debt securities (collectively, "Debt
Securities", together with the Common Units and the Partnership Securities, the
"Securities"), to be issued and sold by the Partnership from time to time
pursuant to the Partnership's Registration Statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission on or about November 11, 2002, and pursuant to Rule 415 under the
Securities Act, for an aggregate initial offering price not to exceed
$300,000,000.

     As the basis for the opinions hereinafter expressed, we have examined (i)
the Registration Statement, (ii) the Certificate of Limited Partnership of the
Partnership, (iii) the Amended and Restated Agreement of Limited Partnership of
the Partnership, (iv) the form of the Senior Indenture filed as Exhibit 4.8 to
the Registration Statement to be executed by the Partnership and the trustee
thereunder (the "Senior Indenture"), pursuant to which the Senior Debt
Securities may be issued, (v) the form of the Subordinated Indenture filed as
Exhibit 4.9 to the Registration Statement to be executed by the Partnership and
the trustee thereunder (the "Subordinated Indenture"), pursuant to which the
subordinated Debt Securities may be issued, and (vi) such other instruments and
documents as we have deemed necessary or appropriate for purposes of the
opinions expressed in this letter. In addition, we have reviewed certain
certificates of officers of the general partners of the Partnership and of
public officials, and we have relied on such certificates with respect to
certain factual matters that we have not independently established.

     In connection with this opinion, we have assumed that (i) the Registration
Statement and any amendments thereto (including post-effective amendments) will

Inergy, L.P.
November 11, 2002
Page 2

have become effective; (ii) a prospectus supplement will have been prepared and
filed with the Commission describing the Securities offered thereby; (iii) all
Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the appropriate prospectus supplement; (iv) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been duly
authorized and validly executed and delivered by the Partnership and the other
parties thereto; and (v) any securities issuable upon conversion, redemption,
exchange or exercise of any Securities being offered will be duly authorized,
created and, if appropriate, reserved for issuance upon such conversion,
redemption, exchange or exercise.

     Based upon the foregoing and subject to the limitations and assumptions set
forth herein, we are of the opinion that:

     1.   The Partnership has been duly formed and is validly existing as a
          limited partnership under the Delaware Revised Uniform Limited
          Partnership Act.

     2.   With respect to the Common Units, when (a) the Partnership has taken
          all necessary action to approve the issuance of such Common Units, the
          terms of the offering thereof and related matters, and (b) such Common
          Units have been issued and delivered in accordance with the terms of
          the applicable definitive purchase, underwriting or similar agreement
          approved by the Partnership upon payment (or delivery) of the
          consideration therefor provided for therein, such Common Units will be
          validly issued and, on the assumption that the holder of such Common
          Units is not also a general partner of the Partnership and does not
          participate in the control of the Partnership's business,such Common
          Units will be fully paid and nonassessable.

     3.   With respect to the Partnership Securities, when (a) the Partnership
          has taken all necessary action to approve the issuance of such
          Partnership Securities, the terms of the offering thereof and related
          matters, and (b) such Partnership Securities have been issued and
          delivered in accordance with the terms of the applicable definitive
          purchase, underwriting or similar agreement approved by the
          Partnership upon payment (or delivery) of the consideration therefor
          provided for therein, such Partnership Securities will be validly
          issued and, on the assumption that the holder of such Partnership
          Securities is not also a general partner of the Partnership and does
          not participate in the control of the Partnership's business, such
          Partnership Securities will be fully paid and nonassessable.

     4.   With respect to Debt Securities to be issued under a Senior Indenture,
          when (a) the Senior Indenture has been duly authorized and validly
          executed and delivered by the Partnership and the trustee thereunder,
          (b) the Senior Indenture has been duly qualified under the Trust

Inergy, L.P.
November 11, 2002
Page 3

               Indenture Act of 1939, as amended, (c) the Partnership has taken
               all necessary action to approve the issuance and terms of such
               Debt Securities, the terms of the offering thereof and related
               matters, and (d) such Debt Securities have been duly executed,
               authenticated, issued and delivered in accordance with the terms
               of the Senior Indenture and the applicable definitive purchase,
               underwriting or similar agreement approved by the Partnership
               upon payment (or delivery) of the consideration therefor provided
               for therein, such Debt Securities will be legally issued and will
               constitute valid and legally binding obligations of the
               Partnership, enforceable against the Partnership, except as the
               enforceability thereof is subject to the effect of (i)
               bankruptcy, insolvency, reorganization, moratorium, fraudulent
               conveyance or other laws relating to or affecting creditors'
               rights generally, and (ii) general principles of equity
               (regardless of whether such enforceability is considered in a
               proceeding in equity or at law).

          5.   With respect to Debt Securities to be issued under a Subordinated
               Indenture, when (a) the Subordinated Indenture has been duly
               authorized and validly executed and delivered by the Partnership
               and the trustee thereunder, (b) the Subordinated Indenture has
               been duly qualified under the Trust Indenture Act of 1939, as
               amended, (c) the Partnership has taken all necessary action to
               approve the issuance and terms of such Debt Securities, the terms
               of the offering thereof and related matters, and (d) such Debt
               Securities have been duly executed, authenticated, issued and
               delivered in accordance with the terms of the Subordinated
               Indenture and the applicable definitive purchase, underwriting or
               similar agreement approved by the Partnership upon payment (or
               delivery) of the consideration therefor provided for therein,
               such Debt Securities will be legally issued and will constitute
               valid and legally binding obligations of the Partnership,
               enforceable against the Partnership, except as the enforceability
               thereof is subject to the effect of (i) bankruptcy, insolvency,
               reorganization, moratorium, fraudulent conveyance or other laws
               relating to or affecting creditors' rights generally, and (ii)
               general principles of equity (regardless of whether such
               enforceability is considered in a proceeding in equity or at
               law).

               The opinions expressed herein are qualified in the following
               respects:

          (A)  We have assumed that (i) each document submitted to us for review
               is accurate and complete, each such document that is an original
               is authentic, each such document that is a copy conforms to an
               authentic original and all signatures on each such document are
               genuine, and (ii) each certificate from governmental officials
               reviewed by us is

Inergy, L.P.
November 11, 2002
Page 4

               accurate, complete and authentic, and all official public records
               are accurate and complete.

          (B)  The opinions expressed in this letter are limited in all respects
               to the laws of the United States of America and the Delaware
               Revised Uniform Limited Partnership Act.

          We hereby consent to the filing of this letter as an exhibit to the
     Registration Statement and further consent to the use of our name under the
     caption "Legal Matters" in the prospectus constituting a part of the
     Registration Statement. In giving this consent, we do not admit that we are
     within the category of persons whose consent is required by Section 7 of
     the Securities Act or other rules and regulations of the Securities and
     Exchange Commission issued thereunder.

                                            Respectfully submitted,

                                            /s/ STINSON MORRISON HECKER LLP

                                            STINSON MORRISON HECKER LLP

                  [LETTERHEAD OF STINSON MORRISON HECKER LLP]

                                                                     Exhibit 8.1

November 11, 2002

Inergy, L.P.
Two Brush Creek Boulevard, Suite 200
Kansas City, Missouri 64112

     Re: Inergy, L.P.; Registration Statement on Form S-3

Ladies and Gentlemen:

     We acted as counsel to Inergy, L.P., a Delaware limited partnership (the
"Partnership"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act") of common units (the "Common Units")
representing limited partner interests in the Partnership pursuant to the
Partnership's Registration Statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission on or about November 11, 2002.

     We prepared the discussion set forth under the caption "Tax Considerations"
in the Registration Statement (the "Discussion"). Capitalized terms not defined
herein shall have the meanings given to them in the Registration Statement. All
statements of legal conclusions contained in the Discussion, unless otherwise
noted, reflect our opinion with respect to the matters set forth therein as of
the effective date of the Registration Statement.

     We are of the opinion that the federal income tax discussion in the
Registration Statement with respect to those matters as to which no legal
conclusions are provided accurately describes such federal income tax matters
(except for the representations and statements of fact of the Partnership and
its General Partners, included in such discussion, as to which we express no
opinion).

     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. This consent
does not constitute an admission that we are "experts" within the meaning of
such term as used in the Securities Act of 1933, as amended.

                                              Very truly yours,

                                              /s/  STINSON MORRISON HECKER LLP

                                              STINSON MORRISON HECKER LLP

                                                                    Exhibit 12.1

                           INERGY, L.P. and Subsidiary
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                 (In Thousands)

                                                                                                           Nine
                                                                                                          Months
                                                                          Ended September 30,             Ended
                                   November 8, 1996        ------------------------------------------    June 30,
                                to September 30, 1997      1998       1999       2000         2001         2002
                                ---------------------      ----       ----       ----         ----         ----
                                                                                       
Earnings:

Net income (loss)                      $ (274)             $(35)     $ (185)     $(1,829)     $ 4,349     $12,606

Income taxes                               -                  -          56            7            -          82

Interest expense                          398               569         962        2,740        6,670       5,555

Interest portion of operating
 rentals                                   35                45          75          162          221         534
                                       ------              ----      ------      -------      -------     -------
Earnings for ratio calculation         $  159              $579      $  908      $ 1,080      $11,240     $18,777
                                       ======              ====      ======      =======      =======     =======
Fixed charges:

Interest expense                       $  398              $569      $  962      $ 2,740      $ 6,670     $ 5,555

Interest portion of operating
 rentals                                   35                45          75          162          221         534
                                       ------              ----      ------      -------      -------     -------
Total fixed charges                    $  433              $614      $1,037      $ 2,902      $ 6,891     $ 6,089
                                       ======              ====      ======      =======      =======     =======
Ratio of earnings to fixed
 charges                                  N/A               N/A         N/A          N/A         1.65        3.08

Excess of fixed charges over
 earnings                              $  274                35      $  129      $ 1,822          N/A         N/A
                                       ======              ====      ======      =======

                                                                    Exhibit 23.1

                         Consent of Independent Auditors

Board of Directors and Partners
Inergy, L.P.

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Inergy, L.P. for the
registration of common units, partnership securities and debt securities in an
aggregate value not to exceed $300,000,000, and to the incorporation by
reference therein of our report dated December 10, 2001, except for Notes 4 and
12, as to which the date is December 20, 2001, with respect to the consolidated
financial statements of Inergy, L.P. included in its Annual Report (Form 10-K/A)
for the year ended September 30, 2001, filed with the Securities and Exchange
Commission.

                                                          /s/  ERNST & YOUNG LLP

Kansas City, Missouri
November 8, 2002

                                                                    Exhibit 99.1

                           INERGY, L.P. and Subsidiary
                           Consolidated Balance Sheets
                                 (In Thousands)

                                                               September 30,        June 30,
                                                                   2001               2002
                                                               -----------------------------
                                                                        (Unaudited)

Assets
Current assets:
Cash                                                           $  2,171             $  1,066
Accounts receivable, less allowance for doubtful accounts
of $186 and $1,112 at September 30, 2001 and June 30,
2002, respectively                                               11,457               13,607
  Inventories                                                    12,694               27,887
Prepaid expenses and other current assets                         1,411                3,947
Assets from price risk management activities                      9,187                5,120
                                                               --------             --------
Total current assets                                             36,920               51,627

Property, plant and equipment, at cost:
Land and buildings                                                4,511               11,655
Office furniture and equipment                                    1,172                6,289
Vehicles                                                         11,435               17,828
Tanks and plant equipment                                        58,737              100,648
                                                               --------             --------
                                                                 75,855              136,420
Less accumulated depreciation                                    (5,812)             (11,521)
                                                               --------             --------
Net property, plant and equipment                                70,043              124,899

Intangible assets:
Covenants not to compete                                          3,771                6,104
Deferred financing costs                                          2,985                5,785
Deferred acquisition costs                                          115                    -
Customer accounts                                                14,000               41,411
Goodwill                                                         32,121               47,167
                                                               --------             --------
                                                                 52,992              100,467
Less accumulated amortization                                    (4,431)              (7,659)
                                                               ---------            --------
Net intangible assets                                            48,561               92,808

Other                                                               129                  380
                                                               --------             --------
Total assets                                                   $155,653             $269,714
                                                               ========             ========

                           INERGY, L.P. and Subsidiary
                           Consolidated Balance Sheets
                                 (In Thousands)
                                   (Continued)

                                                                   September 30,           June 30,
                                                                        2001                 2002
                                                                   --------------------------------
                                                                              (Unaudited)
                                                                                  
Liabilities and Partners' Capital
Current liabilities:
Accounts payable                                                       $  8,416           $ 20,187
Accrued expenses                                                          5,679              5,989
Customer deposits                                                        10,060              6,457
Liabilities from price risk management activities                         4,612              2,383
Current portion of long-term debt                                        10,469              1,471
                                                                   ------------       ------------
Total current liabilities                                                39,236             36,487

Long-term debt, less current portion                                     43,663            106,912

Partners' capital:
Common unitholders (1,840,000 and 3,678,877 units issued and             24,981             76,557
outstanding as of September 30, 2001 and June 30, 2002)
Senior subordinated unitholders (3,313,367 units issued and              45,060             45,972
outstanding as of September 30, 2001 and June 30, 2002)
Junior subordinated unitholders (572,542 units issued and                 1,258              1,416
outstanding as of September 30, 2001 and June 30, 2002)
Non-managing general partner (2% interest with 116,855 and                1,455              2,370
154,383 equivalent units outstanding as of September 30, 2001
and June 30, 2002)
                                                                   ------------       ------------
Total partners' capital                                                  72,754            126,315
                                                                   ------------       ------------
Total liabilities and partners' capital                                $155,653           $269,714
                                                                   ============       ============