Form of Indenture



 Exhibit 4.1 
  

  
 AMERIGAS PARTNERS, L.P.,

  
 AMERIGAS FINANCE CORP. 
  
 Issuers 
  
 and 
  
 Wachovia Bank, National Association, 
  
 Trustee 
  

  
  
 INDENTURE 
  
 Dated as of
                    , 2003 
  

  
 Senior Securities 
  








  AmeriGas Partners, L.P. 
   AmeriGas Finance Corp. 
   Certain Sections of this Indenture relating to

   Sections 3.10 through 3.18, inclusive, of the 
   Trust Indenture Act of 1939: 
   

	       Trust Indenture
          Act Section

	  	 Indenture
 Section


	 § 310
	  	(a)(1)	  	6.09
	 	  	(a)(2)	  	6.09
	 	  	(a)(3)	  	Not Applicable
	 	  	(a)(4)	  	Not Applicable
	 	  	(a)(5)	  	6.09
	 	  	(b)	  	6.07
	 	  	 	  	6.09
	 	  	(c)	  	Not Applicable
	 § 311
	  	(a)	  	6.10
	 	  	(b)	  	6.10
	 	  	(c)	  	Not Applicable
	 § 312
	  	(a)	  	7.01
	 	  	 	  	7.02
	 	  	(b)	  	7.02
	 	  	(c)	  	7.02
	 § 313
	  	(a)	  	 
	 	  	 	  	7.03
	 	  	(b)	  	 
	 	  	 	  	7.03
	 	  	(c)	  	 
	 	  	 	  	7.03
	 	  	(d)	  	7.03
	 § 314
	  	(a)	  	7.04
	 	  	(a)(4)	  	1.01
	 	  	 	  	10.06
	 	  	(b)	  	Not Applicable
	 	  	(c)(1)	  	10.02
	 	  	(c)(2)	  	10.02
	 	  	(c)(3)	  	Not Applicable
	 	  	(d)	  	Not Applicable
	 	  	(e)	  	10.02
	 § 315
	  	(a)	  	6.01
	 	  	(b)	  	6.05
	 	  	(c)	  	6.01
	 	  	(d)	  	6.01
	 	  	(e)	  	5.11
	 § 316
	  	(a)	  	10.01
	 	  	(a)(1)(A)	  	5.02
	 	  	 	  	5.05
	 	  	(a)(1)(B)	  	5.04
	 	  	(a)(2)	  	Not Applicable
	 	  	(b)	  	5.08
	 	  	(c)	  	10.04
	 § 317
	  	(a)(1)	  	5.08
	 	  	(a)(2)	  	5.09
	 	  	(b)	  	10.03
	 § 318
	  	(a)	  	1.07

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

 i 








 TABLE OF CONTENTS 
  

	 	  	 	  	Page
	 ARTICLE I
	  	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
	 Section 1.01
	  	 Definitions
	  	1
	 Section 1.02
	  	 Compliance Certificates and Opinions
	  	25
	 Section 1.03
	  	 Form of Documents Delivered to Trustee
	  	26
	 Section 1.04
	  	 Acts of Holders; Record Dates
	  	26
	 Section 1.05
	  	 Notices, Etc., to Trustee and Issuers
	  	28
	 Section 1.06
	  	 Notice to Holders; Waiver
	  	28
	 Section 1.07
	  	 Conflict with Trust Indenture Act
	  	29
	 Section 1.08
	  	 Effect of Headings and Table of Contents
	  	29
	 Section 1.09
	  	 Successors and Assigns
	  	30
	 Section 1.10
	  	 Separability Clause
	  	30
	 Section 1.11
	  	 Benefits of Indenture
	  	30
	 Section 1.12
	  	 Governing Law
	  	30
	 Section 1.13
	  	 Legal Holidays
	  	30
	 ARTICLE II
	  	 SECURITY FORMS
	  	30
	 Section 2.01
	  	 Forms Generally
	  	30
	 Section 2.02
	  	 Form of Face of Security
	  	31
	 Section 2.03
	  	 Form of Reverse of Security
	  	33
	 Section 2.04
	  	 Form of Legend for Global Securities
	  	37
	 Section 2.05
	  	 Form of Trustee’s Certificate of Authentication
	  	37
	 ARTICLE III
	  	 THE SECURITIES
	  	38
	 Section 3.01
	  	 Amount Unlimited; Issuable in Series
	  	38
	 Section 3.02
	  	 Denominations
	  	40
	 Section 3.03
	  	 Execution, Authentication, Delivery and Dating
	  	40
	 Section 3.04
	  	 Temporary Securities
	  	42
	 Section 3.05
	  	 Registration, Registration of Transfer and Exchange
	  	42
	 Section 3.06
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	44
	 Section 3.07
	  	 Payment of Interest; Interest Rights Preserved
	  	44
	 Section 3.08
	  	 Persons Deemed Owners
	  	45

   

 ii 








 TABLE OF CONTENTS 
 (continued) 
  

	 	  	 	  	Page
	 Section 3.09
	  	 Cancellation
	  	46
	 Section 3.10
	  	 Computation of Interest
	  	46
	 Section 3.11
	  	 CUSIP Numbers
	  	46
	 ARTICLE IV
	  	 SATISFACTION AND DISCHARGE
	  	46
	 Section 4.01
	  	 Satisfaction and Discharge of Indenture
	  	46
	 Section 4.02
	  	 Application of Trust Money
	  	47
	 ARTICLE V
	  	 REMEDIES
	  	48
	 Section 5.01
	  	 Events of Default
	  	48
	 Section 5.02
	  	 Acceleration of Maturity; Rescission and Annulment
	  	50
	 Section 5.03
	  	 Other Remedies
	  	50
	 Section 5.04
	  	 Waives of Past Defaults
	  	51
	 Section 5.05
	  	 Control by Majority
	  	52
	 Section 5.06
	  	 Limitation on Suits
	  	52
	 Section 5.07
	  	 Rights of Holders to Receive Payment
	  	52
	 Section 5.08
	  	 Collection Suit by Trustee
	  	53
	 Section 5.09
	  	 Trustee May File Proofs of Claim
	  	53
	 Section 5.10
	  	 Priorities
	  	53
	 Section 5.11
	  	 Undertaking for Costs
	  	53
	 Section 5.12
	  	 Control by Holders
	  	54
	 Section 5.13
	  	 Waiver of Past Defaults
	  	54
	 Section 5.14
	  	 Undertaking for Costs
	  	54
	 Section 5.15
	  	 Waiver of Usury, Stay or Extension Laws
	  	54
	 ARTICLE VI
	  	 THE TRUSTEE
	  	55
	 Section 6.01
	  	 Duties of Trustee
	  	55
	 Section 6.02
	  	 Rights of Trustee
	  	56
	 Section 6.03
	  	 Individual Rights of Trustee
	  	57
	 Section 6.04
	  	 Trustee’s Disclaimer
	  	57
	 Section 6.05
	  	 Notice of Default
	  	57
	 Section 6.06
	  	 Compensation and Indemnity
	  	57

   

 iii 








 TABLE OF CONTENTS 
 (continued) 
  

	 	  	 	  	 Page

	 Section 6.07
	  	 Replacement of Trustee
	  	58
	 Section 6.08
	  	 Successor Trustee by Merger, Etc
	  	59
	 Section 6.09
	  	 Eligibility; Disqualification
	  	60
	 Section 6.10
	  	 Preferential Collection of Claims against Issuers
	  	60
	 ARTICLE VII
	  	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP
	  	60
	 Section 7.01
	  	 Issuers to Furnish Trustee Names and Addresses of Holders
	  	60
	 Section 7.02
	  	 Preservation of Information; Communications to Holders
	  	60
	 Section 7.03
	  	 Reports by Trustee
	  	61
	 Section 7.04
	  	 Reports by Issuers
	  	61
	 ARTICLE VIII
	  	 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	61
	 Section 8.01
	  	 When Issuers May Merge, Etc
	  	61
	 Section 8.02
	  	 Successor Person Substituted
	  	62
	 ARTICLE IX
	  	 SUPPLEMENTAL INDENTURES
	  	63
	 Section 9.01
	  	 Supplemental Indentures Without Consent of Holders
	  	63
	 Section 9.02
	  	 Supplemental Indentures with Consent of Holders
	  	64
	 Section 9.03
	  	 Execution of Supplemental Indentures
	  	65
	 Section 9.04
	  	 Effect of Supplemental Indentures
	  	65
	 Section 9.05
	  	 Conformity with Trust Indenture Act
	  	65
	 Section 9.06
	  	 Reference in Securities to Supplemental Indentures
	  	65
	 ARTICLE X
	  	 COVENANTS
	  	66
	 Section 10.01
	  	 Payment of Securities
	  	66
	 Section 10.02
	  	 Maintenance of Office or Agency
	  	66
	 Section 10.03
	  	 Money for Securities Payments to Be Held in Trust
	  	66
	 Section 10.04
	  	 Partnership and Corporate Existence
	  	67
	 Section 10.05
	  	 Payment of Taxes and Other Claims
	  	68
	 Section 10.06
	  	 Compliance Certificate; Notice of Default
	  	68
	 Section 10.07
	  	 Waiver of Stay, Extension or Usury Laws
	  	68
	 Section 10.08
	  	 Limitation on Liens
	  	69

   

 iv 








 TABLE OF CONTENTS 
 (continued) 
  

	 	  	 	  	Page
	 Section 10.09
	  	Limitations on Additional Indebtedness	  	69
	 Section 10.10
	  	Limitation on Restricted Payments	  	69
	 Section 10.11
	  	Limitations on Transactions with Affiliates	  	71
	 Section 10.12
	  	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries	  	71
	 Section 10.13
	  	Limitations on Sale and Leaseback Transactions	  	72
	 Section 10.14
	  	Limitation on Finance Corp.	  	72
	 Section 10.15
	  	Line of Business	  	73
	 Section 10.16
	  	Asset Sales	  	73
	 Section 10.17
	  	Change of Control	  	74
	 ARTICLE XI
	  	REDEMPTION OF SECURITIES	  	75
	 Section 11.01
	  	Applicability of Article	  	75
	 Section 11.02
	  	Election to Redeem; Notice to Trustee	  	75
	 Section 11.03
	  	Selection by Trustee of Securities to Be Redeemed	  	76
	 Section 11.04
	  	Notice of Redemption	  	76
	 Section 11.05
	  	Deposit of Redemption Price	  	77
	 Section 11.06
	  	Securities Payable on Redemption Date	  	77
	 Section 11.07
	  	Securities Redeemed in Part	  	77
	 Section 11.08
	  	Offer to Purchase by Application of Excess Proceeds	  	78
	 ARTICLE XII
	  	SINKING FUNDS	  	80
	 Section 12.01
	  	Applicability of Article	  	80
	 Section 12.02
	  	Satisfaction of Sinking Fund Payments with Securities	  	80
	 Section 12.03
	  	Redemption of Securities for Sinking Fund	  	80
	 ARTICLE XIII
	  	DEFEASANCE AND COVENANT DEFEASANCE	  	81
	 Section 13.01
	  	Option to Effect Defeasance or Covenant Defeasance	  	81
	 Section 13.02
	  	Defeasance and Discharge	  	82
	 Section 13.03
	  	Covenant Defeasance	  	82
	 Section 13.04
	  	Conditions to Defeasance or Covenant Defeasance	  	82
	 Section 13.05
	  	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	  	84
	 Section 13.06
	  	Reinstatement	  	85

   

 v 








 INDENTURE, dated as of
                    , 2003, between AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance
Corp., a Delaware corporation (herein called “Finance Corp.”, and together with the Partnership, the “Issuers”), having their principal office at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, and Wachovia Bank,
National Association, a New York banking corporation, as Trustee (herein called the “Trustee”). 
  
 RECITALS OF THE ISSUERS 
  
 The Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (herein called the
“Securities”), to be issued in one or more series as provided in this Indenture. 
  
 All things necessary to make this Indenture a valid and legally binding agreement of the Issuers, in accordance with its terms, have been done. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
  
 Section 1.01 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, and, except as otherwise herein expressly provided, the term GAAP with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; 
  
 (4) the words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture; 
  

 1 








 (5) 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 
  
 (6) Certain terms used principally in Articles VI, X, and XIII, are defined in those Articles. 
  
  (7) “10% Notes” means the 10% senior notes due
April 15, 2006, and any 10% senior notes due April 15, 2006 that are issued in exchange for such notes. 
   
 (8) “8-7/8%” Notes means the Issuers’ 8-7/8% Senior Notes due 2011. 
  
  “Acquisition Facility” means the loan facility of the Operating
Partnership provided for in the Credit Agreement for the purpose of financing acquisitions. 
   
 “Act”, when used with respect to any Holder, has the meaning specified in Section 1.04. 
  
 “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. Notwithstanding the foregoing, the term “Affiliate” shall not include any Wholly-Owned Restricted Subsidiary. 
  
 “Asset Acquisition” means (a) an Investment by the Partnership or any Restricted Subsidiary of the Partnership in any other Person pursuant to
which such Person shall become a Restricted Subsidiary of the Partnership, or shall be merged with or into the Partnership or any Restricted Subsidiary of the Partnership, (b) the acquisition by the Partnership or any Restricted Subsidiary of the
Partnership of the assets of any Person (other than a Restricted Subsidiary of the Partnership) which constitute all or substantially all of the assets of such Person or (c) the acquisition by the Partnership or any Restricted Subsidiary of the
Partnership of any division or line of business of any Person (other than a Restricted Subsidiary of the Partnership). 
  
 “Asset Sale” has the meaning specified in Section 10.16. 
  
 “Asset Sale Offer” has the meaning specified in Section 10.16. 
  
 “Attributable Debt” means, with respect to any Sale and Leaseback
Transaction not involving a Capital Lease, as of any date of determination, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than
amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the
term (including extensions which are at the sole option of the lessor) of the lease included in such transaction (in the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental obligation shall also include the
amount of such penalty, but no rent shall be 

  

 2 








 
considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated). 
  
 “Available Cash,” as to any quarter, means: (a) the sum of (i) all
cash of the Partnership, the Operating Partnership and any Subsidiaries thereof, treated as a single consolidated entity (together the “Partnership Group”), on hand at the end of such quarter, and (ii) all additional cash of the
Partnership Group on hand on the date of determination of Available Cash with respect to such quarter resulting from borrowings subsequent to the end of such quarter, less (b) the amount of cash reserves that is necessary or appropriate in
the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures) subsequent to such quarter, (ii) provide funds for distributions
under Sections 5.3(a), (b) and (c) or 5.4(a) of the Partnership Agreement in respect of any one or more of the next four quarters or (iii) comply with applicable law or any debt instrument or other agreement or obligation to which any member of the
Partnership Group is a party or its assets are subject; provided, however, that Available Cash attributable to any Restricted Subsidiary of the Partnership shall be excluded to the extent dividends or distributions of such Available
Cash by such Restricted Subsidiary are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation. 
  
 “Bank Credit Facilities” means the Acquisition Facility and the
Revolving Credit Facility. 
  
 “Bankruptcy Law” means
Title 11, U.S. Code or any similar Federal, state or foreign law for the relief of debtors. 
  
 “Board of Directors” means, as applicable, the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership if the Partnership is a corporation), or of Finance Corp. or any duly
authorized committee of such board. 
  
 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the General Partner of the Partnership (or the Partnership if the Partnership is a corporation) or by the Secretary or an Assistant Secretary of
Finance Corp., as applicable, to have been duly adopted by the Board of Directors of such entity and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business” means the business of wholesale and retail sales,
distribution and storage of propane gas and related petroleum derivative products and the retail sale and distribution of propane related supplies and equipment, including home appliances. 
  
 “Business Day”, when used with respect to any Place of Payment,
means 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 or executive order to close. 
  
  “Capital Lease” means, as applied to any Person, any lease of
any property (whether real, personal or mixed) by such Person (as lessee or guarantor or other surety) which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on a balance sheet of such Person.

   
 “Capital Stock” means, with respect to any
Person, any and all shares, interests, units representing interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, including, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers upon a Person the right to 

  

 3 








 
receive a share of the profits and losses of, or distributions of assets of, such partnership, and any rights (other than debt securities convertible into
capital stock), warrants or options exchangeable for or convertible into such capital stock. 
  
   “Change of Control” means (i) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership or
the Operating Partnership to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than Permitted Holders or any Person of which Permitted Holders beneficially own in the aggregate 51% or more of the Voting Stock,
(ii) the merger or consolidation of the Partnership or the Operating Partnership with another partnership or corporation other than a Permitted Holder or any Person of which Permitted Holders beneficially own in the aggregate 51% or more of the
Voting Stock, (iii) the liquidation or dissolution of the Partnership or the General Partner or (iv) the occurrence of any transaction, the result of which is that Permitted Holders beneficially own in the aggregate, directly or indirectly, less
than 51% of the Voting Stock of the General Partner. 
  
 “Change of Control Offer” has the meaning specified in Section 10.17. 
  
 “Change of Control Payment” has the meaning specified in Section 10.17. 
  
 “Change of Control Payment Date” has the meaning specified in Section 10.17. 
  
 “Commission” means the Securities and Exchange Commission, 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. 
  
 “Common Units” means the common units representing limited partner
interests of the Partnership, having the rights and obligations specified with respect to Common Units of the Partnership. 
  
 “Consolidated Borrowing Base Amount” means an amount equal to the sum of (i) 70% of the face amount of Eligible Accounts Receivable of the
Partnership and its Restricted Subsidiaries and (ii) 70% of the book value (calculated on a first in, first out basis) of the consolidated Inventory of the Partnership and its Restricted Subsidiaries, in each case as determined in accordance with
GAAP. To the extent that information is not available as to the amount of Eligible Accounts Receivable or Inventory as of a specific date, the Partnership may utilize the most recent available information for purposes of calculating the Consolidated
Borrowing Base Amount. 
  
 “Consolidated Cash Flow Available
for Fixed Charges” means, with respect to the Partnership and its Restricted Subsidiaries for any period, the sum of, without duplication, the amounts for such period, taken as a single accounting period, of (a) Consolidated Net Income,

  

 4 








 (b) Consolidated Non-cash Charges, (c) Consolidated Interest Expense and (d) Consolidated Income Tax Expense. 

 
 “Consolidated Fixed Charge Coverage Ratio” means, with respect
to the Partnership and its Restricted Subsidiaries, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters immediately preceding the date of the transaction (the
“Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four Quarter Period”) to the aggregate amount of
Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated Cash Flow Available for Fixed Charges” and “Consolidated
Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to, without duplication, (a) the incurrence or repayment of any Indebtedness (other than revolving credit borrowings) of the
Partnership or any of its Restricted Subsidiaries (and, in the case of any incurrence, the application of the net proceeds thereof) during the period commencing on the first day of the Four Quarter Period to and including the Transaction Date (the
“Reference Period”), including, without limitation, the incurrence of the Indebtedness giving rise to the need to make such calculation (and the application of the net proceeds thereof), as if such incurrence (and application) occurred on
the first day of the Reference Period, and (b) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Partnership or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness) occurring during the Reference Period, as if such Asset Sale or
Asset Acquisition occurred on the first day of the Reference Period; provided, however, that (i) Consolidated Fixed Charges shall be reduced by amounts attributable to businesses or assets that are so disposed of or discontinued only
to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to the Consolidated Fixed Charges subsequent to the date of determination of the Consolidated Fixed Charge Coverage Ratio
and (ii) Consolidated Cash Flow Available for Fixed Charges generated by an acquired business or asset shall be determined by the actual gross profit (revenues minus cost of goods sold) of such acquired business or asset during the immediately
preceding four full fiscal quarters in the Reference Period minus the pro forma expenses that would have been incurred by the Partnership and its Restricted Subsidiaries in the operation of such acquired business or asset during such period,
computed on the basis of personnel expenses for employees retained or to be retained by the Partnership and its Restricted Subsidiaries in the operation of the acquired business or asset and non-personnel costs and expenses incurred by the
Partnership and its Restricted Subsidiaries in the operation of the Partnership’s business at similarly situated facilities. Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the “Consolidated
Fixed Charge Coverage Ratio,” (i) interest on outstanding Indebtedness (other than Indebtedness referred to in clause (ii) below) determined on a fluctuating basis as of the last day of the Four Quarter Period and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on such date; (ii) only actual interest payments associated with Indebtedness incurred in
accordance with clauses (e) and (g) of the definition of Permitted Indebtedness, and all Permitted Refinancing Indebtedness thereof, during the Four Quarter Period shall be included in such calculation; and (iii) if interest on any 
  

 5 








 Indebtedness actually incurred on such date may optionally be determined at an interest rate based upon a factor of a
prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the last day of the Four Quarter Period will be deemed to have been in effect during such period. 
  
 “Consolidated Fixed Charges” means, with respect to the Partnership
and its Restricted Subsidiaries for any period, the sum of, without duplication, (a) the amounts for such period of Consolidated Interest Expense and (b) the product of (i) the aggregate amount of dividends and other distributions paid or accrued
during such period in respect of Preferred Stock and Redeemable Capital Stock of the Partnership and its Restricted Subsidiaries on a consolidated basis and (ii) a fraction, the numerator which is one and the denominator of which is one minus the
then applicable current combined federal, state and local statutory tax rate, expressed as a percentage. 
  
 “Consolidated Income Tax Expense” means, with respect to the Partnership and its Restricted Subsidiaries for any period, the provision for
federal, state, local and foreign income taxes of the Partnership and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Interest Expense” means, with respect to the Partnership and its Restricted Subsidiaries for any
period, without duplication, the sum of (i) the interest expense of the Partnership and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (a) any amortization of
debt discount, (b) the net cost under Interest Rate Agreements, (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing and (e) all accrued interest and (ii) the interest component of Capital Leases paid, accrued or scheduled to be paid or accrued by the Partnership and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP. 
  
 “Consolidated
Net Income” means the net income of the Partnership and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP and as adjusted to exclude (i) net after-tax extraordinary gains or losses, (ii) net after-tax
gains or losses attributable to Asset Sales, (iii) the net income or loss of any Person which is not a Restricted Subsidiary and which is accounted for by the equity method of accounting, provided that Consolidated Net Income shall include the
amount of dividends or distributions actually paid to the Partnership or any Restricted Subsidiary, (iv) the net income or loss prior to the date of acquisition of any Person combined with the Partnership or any Restricted Subsidiary in a pooling of
interest, (v) the net income of any Restricted Subsidiary to the extent that dividends or distributions of such net income are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or other regulation and (vi) the cumulative effect of any changes in accounting principles. 
  
 “Consolidated Net Worth” means, with respect to the Partnership and its Restricted Subsidiaries at any date, the consolidated stockholders’
equity or partners’ capital of such Person 
  

 6 








 less the amount of such stockholders’ equity or partners’ capital attributable to Redeemable Capital Stock of
the Partnership and its Restricted Subsidiaries, as determined in accordance with GAAP. 
  
 “Consolidated Non-cash Charges” means, with respect to the Partnership and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization and any other non-cash charges resulting from
writedowns in non-current assets, in each case, reducing Consolidated Net Income of the Partnership and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. 
  
 “Conveyance and Contribution Agreement” means the Conveyance and
Contribution Agreement, dated as of April 19, 1995, among Petrolane, the Partnership and the Operating Partnership, together with the additional conveyance documents and instruments contemplated or referenced thereunder. 
  
 “Corporate Trust Office” means the principal office of the Trustee
in Philadelphia, Pennsylvania at which at any particular time its corporate trust business shall be administered, which office as of the date hereof is located at 123 South Broad Street, Philadelphia, Pennsylvania 19109. 
  
 “Corporation” means a corporation, association, company,
joint-stock company or business trust. 
  
 “Covenant
Defeasance” has the meaning specified in Section 13.03. 
  
  “Credit Agreement” means the Credit Agreement, dated as of August 28, 2003, among the Operating Partnership, the General Partner, Petrolane and Wachovia Bank, National Association, in its individual capacity and as agent, and the
other banks which are or become parties from time to time thereto, evidencing the Bank Credit Facilities, as it has been and may be amended, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, and any
successor or replacement facility entered into in compliance with this Indenture. 
   
 “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
  
 “Defaulted Interest” has the meaning specified in Section 3.07. 
  
 “Defeasance” has the meaning specified in Section 13.02. 
  
 “Defeasible Series” has the meaning specified in Section 13.01.

  
 “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 3.01. 
  
 “Designation Amount” means, with respect to the designation of a
Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, an amount 
  

 7 








 equal to (x) the net book value of all assets of such Subsidiary at the time of such designation in the case of a
Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary. 
  
 “Disinterested Director” means, with respect to any transaction or series of transactions with Affiliates, a member of the Board of Directors of
the General Partner who has no financial interest, and whose employer has no financial interest, in such transaction or series of transactions. 
  
 “Eligible Accounts Receivable” means consolidated accounts receivable of the Partnership and its Restricted Subsidiaries that are no more than
60 days past due under their scheduled payment terms. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time. 
  
 “Event of Default” has the meaning specified in Section 5.01. 
  
 “Excess Proceeds” has the meaning specified in Section 10.16. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and any statute successor thereto. 
  
 “Finance Corp.” means the party named as such in this Indenture unless a successor or other obligor replaces it pursuant to this Indenture with respect to one or more series of Securities issued pursuant to this Indenture, and
thereafter means the successor or other obligor with respect to such one or more series of Securities in the applicable Supplemental Indenture. 
  
 “First Mortgage Notes” means: 
  
 (a) the first mortgage notes, series A through C, issued pursuant to the note agreements dated as of April 19, 1995; 
  
 (b) the first mortgage notes, series D, issued pursuant to
the note agreement dated as of March 15, 1999; and 
  
 (c) the first mortgage notes, series E, issued pursuant to the note agreement dated as of March 15, 2000; 
  
 in each case as these note agreements may be amended, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, and as the
Indebtedness evidenced thereby may be extended, renewed, refunded or refinanced from time to time. 
  
  “Fourth-Quarter Period” has the meaning specified in the definition of “Consolidated Fixed Charge Coverage Ratio.” 
   
  “GAAP” means generally accepted accounting principles set forth
in the opinions and pronouncements of the Financial Accounting Standards Board, and except as superseded by the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants or in
such other statements by such other entity as have 
   

 8 








 been approved by a significant segment of the accounting profession of the United States of America, which are applicable
from time to time. 
  
 “General Partner” means AmeriGas
Propane, Inc., a Pennsylvania corporation, and any successors in the capacity of general partner of the Partnership or the Operating Partnership (including, if applicable, more than one successor in any such capacity at the same time). 

 
 “Global Security” means a Security that evidences all or part of
the Securities of any series and is authenticated and delivered to, and registered in the name of, the Depositary for such Securities or a nominee thereof. 
  
 “Guaranty” as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness,
lease, cash dividend or other obligation of another, including, without limitation, (a) any such obligation directly or indirectly guaranteed or endorsed (otherwise than for collection or deposit in the ordinary course of business) by such Person,
or in respect of which such Person is otherwise directly or indirectly liable, (b) any other obligation under any contract which, in economic effect, is substantially equivalent to a guaranty, including, without limitation, any such obligation of a
partnership in which such Person is a general partner or of a joint venture in which such Person is a joint venturer, or (c) any obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase
or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the
solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or nonfurnishing thereof,
in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be
protected against loss in respect thereof. 
  
 “Holder”
means a Person in whose name a Security is registered in the Security Register. 
  
 “Incur” has the meaning specified in Section 10.09. 
  
 “Indebtedness” means as applied to any Person (without duplication): 
  
 (a) any indebtedness for borrowed money and all obligations evidenced by any bond, note, debenture or other similar instrument or letter
of credit (or reimbursement agreements in respect thereof) which such Person has directly or indirectly created, incurred or assumed; 
  
 (b) any indebtedness for borrowed money and all obligations evidenced by any bond, note, debenture or other similar instrument secured by
any Lien in respect of property owned by such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness; provided that the amount of such Indebtedness, if such Person has not assumed the same
or become liable therefor, shall in no event be deemed to be greater than 
  

 9 








 the fair market value from time to time (as determined in good faith by such Person) of the property
subject to such Lien; 
  
 (c) any indebtedness,
whether or not for borrowed money (excluding trade payables and accrued expenses arising in the ordinary course of business), with respect to which such Person has become directly or indirectly liable and which represents the deferred purchase price
(or a portion thereof) or has been incurred to finance the purchase price (or a portion thereof) of any property or service or business acquired by such Person, whether by purchase, consolidation, merger or otherwise; 
  
 (d) the principal component of any obligations under Capital
Leases to the extent such obligations would, in accordance with GAAP, appear on a balance sheet of such Person; 
  
 (e) all Attributable Debt of such Person in respect of Sale and Leaseback Transactions not involving a Capital Lease; 
  
 (f) any indebtedness of the character referred to in clause
(a), (b), (c), (d) or (e) of this definition deemed to be extinguished under GAAP but for which such Person remains legally liable; 
  
 (g) any indebtedness of any other Person of the character referred to in clause (a), (b), (c), (d), (e) or (f) of this definition with
respect to which the Person whose Indebtedness is being determined has become liable by way of a Guaranty; 
  
 (h) all Redeemable Capital Stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued dividends; 
  
 (i) any Preferred Stock of
any Subsidiary of such Person valued at the liquidation preference thereof or any mandatory redemption payment obligations in respect thereof plus, in either case, accrued dividends thereon; and 
  
 (j) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types referred to in clauses (a) through (i) above. 
  
 For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair market value shall be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock. 
  
 “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 
  

 10 








 a part of and to govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by Section 3.01. 
  
 “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. 
  
 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement designed to protect the Partnership or any Restricted Subsidiary from fluctuations in interest rates. 
  
 “Inventory” means goods held by a Person for sale or lease or to be furnished under contracts of service or if such Person has so furnished
them, or if they are raw materials, work in process materials used or consumed in the Business or finished inventory of every type or description (including, without limitation, all liquefied petroleum gas), in each case as would be shown as
inventory on a balance sheet of such Person prepared in accordance with GAAP consistently applied; and all documents of title covering such inventory, and shall specifically include all “inventory” as such term is defined in the UCC, now
or hereafter owned by such Person. 
  
 “Investment”
means as applied to any Person, any direct or indirect purchase or other acquisition by such Person of stock or other securities of any other Person, or any direct or indirect loan, advance or capital contribution by such Person to any other Person,
and any other item which would be classified as an “investment” on a balance sheet of such Person prepared in accordance with GAAP, including, without limitation, any direct or indirect contribution by such Person of property or assets to
a joint venture, partnership or other business entity in which such Person retains an interest (it being understood that a direct or indirect purchase or other acquisition by such Person of assets of any other Person (other than stock or other
securities) shall not constitute an “Investment” for purposes of this Indenture). The amount involved in Investments made during any period shall be the aggregate cost to the Partnership and its Restricted Subsidiaries of all such
Investments made during such period, determined in accordance with GAAP, but without regard to unrealized increases or decreases in value, or write-ups, write-downs or write-offs, of such Investments and without regard to the existence of any
undistributed earnings or accrued interest with respect thereto accrued after the respective dates on which such Investments were made, less any net return of capital realized during such period upon the sale, repayment or other liquidation of such
Investments (determined in accordance with GAAP, but without regard to any amounts received during such period as earnings (in the form of dividends not constituting a return of capital, interest or otherwise) on such Investments or as loans from
any Person in whom such Investments have been made). 
  
  “Issue Date,” for each series of Securities, means the date on which Securities of such Series are originally issued. 
   
 “Issuers’ Request” or “Issuers’ Order” means a written request or order of the General Partner (or the Partnership if the
Partnership is a corporation) on behalf of the Partnership and of Finance Corp., on behalf of Finance Corp., signed by the Chairman of the Board, any Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, and delivered to the Trustee 
  
  “Issuers” means the parties named as such in this Indenture unless a successor or other obligor replaces either the Partnership or Finance Corp. pursuant to this Indenture with respect to one or more series
of Securities as set forth in a Supplemental Indenture and thereafter means the remaining Issuer and such successor with respect to the one or more series of securities specified in the applicable Supplemental Indenture. 
   

 11 








 “Lien” means any mortgage, charge, pledge, lien (statutory or other), security interest,
hypothecation, assignment for security, claim, or preference or priority or other encumbrance upon or with respect to any property of any kind. A Person shall be deemed to own subject to a Lien any property which such Person has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement. 
  
 “Maturity Date” means, with respect to any Security, the date on which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Moody’s” means Moody’s Investors Service, Inc. and its successors. 
  
 “Net Amount of Unrestricted Investment” means, without duplication, the sum of (x) the aggregate amount of all
Investments made after April 19, 1995 pursuant to subdivision (h) of the definition of Permitted Investments (computed as provided in the last sentence of the definition of Investment) and (y) the aggregate of all Designation Amounts in connection
with the designation of Unrestricted Subsidiaries less all Designation Amounts in respect of Unrestricted Subsidiaries which have been designated as Restricted Subsidiaries and otherwise reduced in a manner consistent with the provisions of the last
sentence of the definition of Investment. 
  
 “Net
Proceeds” means, with respect to any Asset Sale or sale of Capital Stock, the proceeds thereof in the form of cash or cash equivalents including payments in respect of deferred payment obligations when received in the form of cash or cash
equivalents (except to the extent that such deferred payment obligations are financed or sold with recourse to the Partnership or any Restricted Subsidiary of the Partnership) net of (i) brokerage commissions and other fees and expenses (including,
without limitation, fees and expenses of legal counsel and accountants and fees, expenses and discounts or commissions of underwriters, placement agents and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a
result of such Asset Sale, (iii) amounts required to be paid to any Person (other than the Partnership or any Restricted Subsidiary of the Partnership) owning a beneficial interest in the assets subject to such Asset Sale, (iv) appropriate amounts
to be provided by the Partnership or any Restricted Subsidiary of the Partnership, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Partnership or any
Restricted Subsidiary of the Partnership, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale and (v) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets sold in such Asset Sale. 
  

 12 








 “Notice of Default” means a written notice of the kind specified in Section 5.01(9).

  
 “Obligations” means any principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing and Indebtedness. 
  

 “Officers’ Certificate” means a certificate signed on behalf of (i) the General Partner (acting on behalf of the Partnership) by two
Officers of the General Partner, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the General Partner, or (ii) Finance Corp. by two Officers of Finance Corp.,
one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Finance Corp. 
   
 “Offering Amount” has the meaning specified in Section 11.09. 
  
 “Offer Period” has the meaning specified in Section 11.09. 
  
 “Operating Partnership” means AmeriGas Propane, L.P., a Delaware
limited partnership, and its successors. 
  
 “Operating
Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as in effect on the date of this Indenture, and as the same may from time to time be amended, supplemented or otherwise
modified in accordance with the terms thereof. 
  
 “Operative
Agreements” means the Partnership Agreement, the Operating Partnership Agreement and the other agreements entered into between the Partnership or the Operating Partnership and any of their respective Affiliates (including the General Partner)
on April 19, 1995. 
  
 “Opinion of Counsel” means a
written opinion of counsel, who is reasonably acceptable to the Trustee, who may be counsel to the Partnership, the General Partner, Finance Corp., UGI, or any of their respective Subsidiaries or the Trustee. 
  
 “Original Issue Discount Security” means any Security which
provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity Date thereof pursuant to Section 5.02. 
  
 “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 cancelled by the Trustee or delivered to the Trustee for cancellation; 
  

 13 








 (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 Issuers) in trust or set aside and segregated in trust by the Issuers (if the Issuers shall act as their own Paying Agent) for the Holders of such Securities; provided
that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (3) Securities as to which Defeasance has been effected
pursuant to Section 14.02; and 
  
  (4)
Securities which have been paid pursuant to Section 3.06 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; 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 to such date pursuant to Section 5.02, and (B) Securities owned by the Partnership
or any other obligor upon the Securities or any Affiliate or Wholly Owned Restricted Subsidiary of the General Partner on behalf 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 a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Issuers or any other obligor upon the Securities or any Affiliate of the Issuers or of such other obligor. 
   
 “Paying Agent” means any Person authorized by the Issuers to pay the principal of or any premium or interest on any Securities on behalf of the
Issuers. 
  
 “Partnership” means the party named as such
in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor. 
  

 14 








  “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of
the Partnership, as in effect on the date hereof, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof. 
   
 “Payment Restrictions” has the meaning specified in Section 10.12. 
  
 “Permitted Holders” mean UGI and its Subsidiaries. 
  
 “Permitted Indebtedness” means any of the following: 
  
 (a) Indebtedness of the Partnership and AP Eagle Finance
Corp. evidenced by the 8 7/8% Notes; 
  
 (b)
Indebtedness of the Partnership and AmeriGas Eagle Finance Corp. evidenced by the 10% Notes; 
  
  (c) Indebtedness outstanding on the applicable Issue Date of a series of Securities; 
   
 (d) Indebtedness of the Operating Partnership evidenced by
the First Mortgage Notes; provided that the aggregate principal amount (exclusive of any unamortized premium) of such Indebtedness outstanding at any time may not exceed $518 million; 
  
 (e) Indebtedness of the Partnership or a Restricted
Subsidiary incurred (A) for the making of expenditures for the improvement or repair of (to the extent such improvements or repairs may be capitalized on the books of such Person in accordance with GAAP) or additions to (including additions by way
of acquisitions of businesses and related assets) the property and assets of the Partnership and its Restricted Subsidiaries (including, without limitation, Indebtedness incurred under the Acquisition Facility) or (B) by assumption in connection
with additions (including additions by way of acquisition or capital contributions of businesses and related assets) to the property and assets of the Partnership and its Restricted Subsidiaries; provided that the aggregate principal
amount of such Indebtedness outstanding at any time may not exceed $75 million; 
  
 (f) Indebtedness of the Partnership or a Restricted Subsidiary incurred for any purpose permitted under the Revolving Loan Facility;
provided that the aggregate principal amount of such Indebtedness outstanding at any time may not exceed an amount equal to the greater of (i) $175 million and (ii) the Consolidated Borrowing Base Amount; and provided,
further, that the outstanding balance of such Indebtedness shall not exceed 50% of such greater amount for 30 consecutive days during each fiscal year; 
  
 (g) Indebtedness of the Partnership owing to the General Partner or an Affiliate of the General Partner that
is unsecured and that is Subordinated Indebtedness; provided that the aggregate principal amount of such Indebtedness outstanding at any time may not exceed $50 million; 
  

 15 








 (h) Indebtedness of the Partnership or a Restricted Subsidiary for the purpose of the
payment of certain liabilities of Petrolane; provided that the aggregate amount of such Indebtedness outstanding at any time may not exceed $30 million; 
  
 (i) Indebtedness owed by the Partnership or any Restricted Subsidiary to any Wholly-Owned Restricted
Subsidiary; 
  
 (j) Indebtedness under Interest
Rate Agreements; 
  
 (k) Permitted Refinancing
Indebtedness; 
  
 (l) the incurrence by the
Partnership or a Restricted Subsidiary of Indebtedness owing directly to its insurance carriers (without duplication) in connection with the Partnership’s, its Subsidiaries’ or its Affiliates’ self-insurance programs or other similar
forms of retained insurable risks for their respective businesses, consisting of reinsurance agreements and indemnification agreements (and guarantees of the foregoing) secured by letters of credit; provided that any Consolidated Fixed
Charges associated with the Indebtedness evidenced by such reinsurance agreements, indemnification agreements, guarantees and letters of credit shall be included (without duplication) in any determination of the Consolidated Fixed Charge Coverage
Ratio test set forth in Section 10.09 hereof; 
  
 (m) Indebtedness of the Partnership and its Restricted Subsidiaries in respect of Capital Leases; provided that the aggregate amount of such Indebtedness outstanding at any time may not exceed $10 million; 
  
 (n) Indebtedness of the Partnership and its Restricted
Subsidiaries represented by letters of credit supporting (i) obligations under workmen’s compensation laws, (ii) obligations to suppliers of propane; provided that the aggregate amount of such Indebtedness outstanding at any time
may not exceed $15 million and (iii) the repayment of Permitted Indebtedness; or 
  
 (o) surety bonds and appeal bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of
the Partnership or any of its Subsidiaries or in connection with judgments that do not result in a Default or Event of Default. 
  
 “Permitted Investments” means any of the following: 
  
 (a) Investments made or owned by the Partnership or any Restricted Subsidiary in (i) marketable obligations issued or unconditionally
guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing one year or less from the date of acquisition thereof, (ii) marketable direct obligations
issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at such date the highest rating
obtainable from either S&P or Moody’s, (iii) commercial paper maturing no more than 270 days from the date of creation thereof and having as at the date of acquisition thereof one of the two highest ratings 
  

 16 








 obtainable from either S&P or Moody’s, (iv) certificates of deposit maturing one year or less
from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short term unsecured debt
obligations of which are as at such date rated either A-2 or better (or comparably if the rating system is changed) by S&P or Prime-2 or better (or comparably if the rating system is changed) by Moody’s or (B) the long-term debt obligations
of which are as at such date rated either A or better (or comparably if the rating system is changed) by either S&P or Moody’s (“Permitted Banks”), (v) Eurodollar time deposits having a maturity of less than 270 days from the date
of acquisition thereof purchased directly from any Permitted Bank, (vi) bankers’ acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (vii)
obligations of the type described in clause (i), (ii), (iii), (iv) or (v) above purchased from a securities dealer designated as a “primary dealer” by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a
written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of the
Partnership or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question; 
  
 (b) the acquisition by the Partnership or any Restricted Subsidiary of Capital Stock or other ownership interests, whether in a single
transaction or in a series of related transactions, of a Person located in the United States or Canada and engaged in substantially the same business as the Partnership such that, upon the completion of such transaction or series of transactions,
such Person becomes a Restricted Subsidiary; 
  
 (c) subject to the provisions of subdivision (h) below, the making or ownership by the Partnership or any Restricted Subsidiary of Investments (in addition to Investments permitted by subdivisions (a), (b), (d), (e), (f) and (g)) in any
Person incorporated or otherwise formed pursuant to the laws of the United States or Canada or any state thereof which is engaged in the United States or Canada in substantially the same business as the Partnership; provided that the
aggregate amount of all such Investments made by the Partnership and its Restricted Subsidiaries following April 19, 1995 and outstanding pursuant to this subdivision (c) and subdivision (h) below shall not at any date of determination exceed 10% of
Total Assets (the “Investment Limit”); provided that, in addition to Investments that would be permitted under the Investment Limit, during any fiscal year the Partnership and its Restricted Subsidiaries may invest up to
$25,000,000 (the “Annual Limit”) pursuant to the provisions of this subdivision (c), but the unused amount of the Annual Limit shall not be carried over to any future years; 
  
 (d) the making or ownership by the Partnership or any Restricted Subsidiary of Investments (x) arising out
of loans and advances to employees incurred in the ordinary course of business, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and (z) acquired by reason of the exercise of customary
creditors’ rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; 
  
 (e) the creation or incurrence of liability by the Partnership or any Restricted Subsidiary with respect to any Guaranty constituting an
obligation, warranty or indemnity, not 
  

 17 








 guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business;

  
 (f) the creation or incurrence of liability
by the Partnership or any Restricted Subsidiary with respect to any Interest Rate Agreements; 
  
 (g) the making by any Restricted Subsidiary of Investments in the Partnership or another Restricted Subsidiary; 
  
 (h) the making or ownership by the Partnership or any
Restricted Subsidiary of Investments in Unrestricted Subsidiaries; provided that the Net Amount of Unrestricted Investment shall not at any time exceed $5,000,000 (and subject to the limitations specified in subdivision (c) above); and

  
 (i) the making or ownership by the
Partnership or any Restricted Subsidiary of Investments in the Operating Partnership. 
  
 “Permitted Liens” means any of the following: 
  
 (a) Liens for taxes, assessments or other governmental charges the payment of which is not yet due and is being contested in good faith by
appropriate proceedings promptly initiated and diligently conducted and as to which reserves or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and be adequate in the good faith judgment of the
obligor; 
  
 (b) Liens of lessors, landlords and
carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly
initiated and diligently conducted and as to which reserves or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and be adequate in the good faith judgment of the obligor, in each case (i) not incurred
or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) incurred in the ordinary course of business securing the unpaid purchase price of property or
services constituting current accounts payable; 
  
 (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security or (ii) to secure (or
to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred
or made in connection with the borrowing of money; 
  
 (d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; 
  

 18 








 (e) Liens securing reimbursement obligations under letters of credit; provided in
each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit; 
  
 (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been
discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay; 
  
 (g) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, which, in
each case either (i) are granted, entered into or created in the ordinary course of the business of the Partnership or any Restricted Subsidiary or (ii) do not materially impair the value or intended use of the property covered thereby; 

 
 (h) Liens on property or assets of any Restricted
Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Partnership or a Wholly-Owned Restricted Subsidiary; 
  
  (i) Liens on assets of the Partnership or any Restricted Subsidiary existing on the applicable Issue Date of a series of Securities;

   
 (j) Liens securing Indebtedness
evidenced by the First Mortgage Notes (or any extension, renewal, refunding or refinancing of any such Indebtedness); 
  
 (k) Liens securing Indebtedness incurred under the Acquisition Facility (or any extension, renewal, refunding or refinancing of any such
Indebtedness); 
  
 (l) Liens securing
Indebtedness incurred under the Revolving Loan Facility (or any extension, renewal, refunding or refinancing of any such Indebtedness); 
  
 (m) Liens (other than the Liens referred to in clauses (k) and (l) above) securing Indebtedness incurred in accordance with (i) clause (e)
of the definition of Permitted Indebtedness, (ii) clauses (f) and (h) of the definition of Permitted Indebtedness or (iii) Indebtedness otherwise permitted to be incurred under Section 10.09 hereof to the extent incurred (A) to finance the making of
expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Partnership and the Restricted Subsidiaries in accordance with GAAP) of or additions (including additions by way of
acquisitions of businesses and related assets) to the assets and property of the Partnership and its Restricted Subsidiaries, or (B) by assumption in connection with additions (including additions by way of acquisition or capital contributions of
business and related assets) to the property and assets of the Partnership and its Restricted Subsidiaries; provided that in the case of Indebtedness incurred in accordance with clauses (i) or (iii), the principal amount of such
Indebtedness does not exceed the lesser of the cost to the Partnership and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as
determined in good faith by the General Partner); 
  

 19 








 (n) Liens existing on any property of any Person at the time it becomes a Subsidiary of
the Partnership, or existing at the time of acquisition upon any property acquired by the Partnership or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Partnership or such Subsidiary, or
created to secure Indebtedness incurred to pay all or any part of the purchase price (a “Purchase Money Lien”) of property (including, without limitation, Capital Stock and other securities) acquired by the Partnership or a Restricted
Subsidiary; provided that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is
acquired for use specifically in connection with such acquired property, (ii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of
(A) the cost to the Partnership and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase
Money Lien shall be created not later than 30 days after the acquisition of such property and (iv) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person’s becoming a Subsidiary
of the Partnership or such acquisition of property by the Partnership or any Subsidiary; 
  
 (o) easements, exceptions or reservations in any property of the Partnership or any Restricted Subsidiary granted or reserved for the
purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the
ordinary conduct of the business of the Partnership or any Restricted Subsidiary; 
  
 (p) Liens arising from or constituting permitted encumbrances under the agreements and instruments securing the obligations under the
First Mortgage Notes and the Bank Credit Facilities; and 
  
 (q) any Lien renewing or extending any Lien permitted by subdivision (i), (j), (k), (l), (m) or (n); provided that (i) the principal amount of the Indebtedness secured by any such Lien shall not exceed
the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien, and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be
encumbered thereby. 
  
 “Permitted Refinancing
Indebtedness” means Indebtedness incurred by the Partnership or any Restricted Subsidiary to substantially concurrently (excluding any notice period on redemptions) repay, refund, renew, replace, extend or refinance, in whole or in part, any
Permitted Indebtedness of the Partnership or any Restricted Subsidiary or any other Indebtedness incurred by the Partnership or any Restricted Subsidiary pursuant to Section 10.09 hereof, to the extent (i) the principal amount of such Permitted
Refinancing Indebtedness does not exceed the principal or accreted amount plus the amount of accrued and unpaid interest of the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced (except that, in the case of the Securities,
such Permitted Refinancing Indebtedness may include the redemption premium set 
  

 20 








 forth in the form of Securities, if any, and, in the case of the 8-7/8% Notes, such Permitted Refinancing Indebtedness
may include the redemption premium set forth in Section 3.7 of the indenture governing the 8-7/8% Notes and, in the case of the First Mortgage Notes, such Permitted Refinancing Indebtedness may include the amount of any unamortized premium thereon),
(ii) with respect to the repayment, refunding, renewal, replacement, extension or refinancing of Indebtedness of the Issuers, the Permitted Refinancing Indebtedness ranks no more favorably in right of payment with respect to the Securities than the
Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced, and (iii) with respect to the repayment, refunding or refinancing of Indebtedness of the Issuers, the Permitted Refinancing Indebtedness has a Weighted Average Life to
Stated Maturity and Stated Maturity equal to, or greater than, and has no fixed mandatory redemption or sinking fund requirement in an amount greater than or at a time prior to the amounts set forth in, the Indebtedness so repaid, refunded, renewed,
replaced, extended or refinanced; provided, however, that Permitted Refinancing Indebtedness shall not include Indebtedness incurred by a Restricted Subsidiary to repay, refund, renew, replace, extend or refinance Indebtedness of the
Partnership. 
  
 “Person” means any individual,
corporation, partnership, joint venture, limited liability company, joint stock company, trust, charitable foundation unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Petrolane” means Petrolane Incorporated, a Pennsylvania
corporation, and its successors. 
  
 “Place of Payment”,
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. 
  
 “Preferred Stock,” as applied to the Capital Stock of any Person,
means Capital Stock (other than the Common Units) of any class or classes (however designated), which is preferred as to the payment of distributions, dividends, or upon any voluntary or involuntary liquidation or dissolution of such Person, over
shares or units of Capital Stock of any other class of such Person. 
  
 “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 3.06 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. 
  
 “Purchase Date” has the meaning specified in Section 11.09.

  
 “Redeemable Capital Stock” means any shares of any
class or series of Capital Stock, that, either by the terms thereof, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is or upon the happening of an event or passage of time would be, required to
be redeemed prior to the Stated Maturity with respect to the principal of any Security or is redeemable at the option of the holder thereof at any time prior to the Stated Maturity of 
  

 21 








 the Securities, or is convertible into or exchangeable for debt securities at any time prior to the Stated Maturity of
the Securities. 
  
 “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 3.01. 
  
 “Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant
trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
  
 “Restricted Payments” has the meaning specified in Section 10.10. 
  
 “Restricted Subsidiary” means a Subsidiary of the Partnership,
which, as of the date of determination, is not an Unrestricted Subsidiary of the Partnership. 
  
 “Revolving Loan Facility” means the revolving loan facility of the Operating Partnership provided for in the Credit Agreement. 
  
 “S&P” means Standard & Poor’s Ratings Group, and its successors. 
  
 “Sale and Leaseback Transaction” of any Person (a
“Transferor”) means any arrangement (other than between the Partnership and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) whereby (a) property (the “Subject Property”) has been or is to be
disposed of by such Transferor to any other Person with the intention on the part of such Transferor of taking back a lease of such Subject Property pursuant to which the rental payments are calculated to amortize the purchase price of such Subject
Property substantially over the useful life of such Subject Property, and (b) such Subject Property is in fact so leased by such Transferor or an Affiliate of such Transferor. 
  
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. 
  
 “Securities Custodian” means the Trustee, as custodian with respect to the Securities in global form, or any
successor entity thereto. 
  

 22 








 “Significant Subsidiary” shall have the same meaning as in Rule 1.02(v) of Regulation S-X under
the Securities Act. 
  
 “Security Register” and
“Security Registrar” have the respective meanings specified in Section 3.05. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. 
  
 “Stated Maturity” means, (i) when used with respect to any Security or any installment of interest thereon, the
date specified in such Security as the fixed date on which the principal of such Security or such installment of interest is due and payable, and (ii) when used with respect to any other Indebtedness, means the date or dates specified in the
instrument governing such Indebtedness as the fixed date or dates on which each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of such Indebtedness,
or any installment of interest thereon, is due and payable. 
  
 “Subordinated Indebtedness” means Indebtedness of the Partnership which is expressly subordinated in right of payment to the Securities. 
  
 “Subsidiary” means, with respect to any Person, (i) a corporation a majority of whose Voting Stock (or, in the case of a partnership, a majority
of the partners’ Capital Stock, considering all partners’ Capital Stock as a single class) is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof and (ii) any other Person, including, without limitation, a joint venture, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of
determination thereof, has at least majority ownership interest entitled to vote in the election of directors, managers, general partners or trustees thereof (or other Person performing similar functions) or, if such Persons are not elected, to vote
on any matter that is submitted to the vote of all Persons holding ownership interests in such entity. For purposes of this definition, any directors’ qualifying shares or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary. 
  
 “Total Assets” means as of any date of determination, the consolidated total assets of the Partnership and the Restricted Subsidiaries as would be shown on a consolidated balance sheet of the Partnership and the Restricted
Subsidiaries prepared in accordance with GAAP as of that date. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event 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 
  

 23 








 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. 
  
 “UCC” means the Uniform Commercial Code as it may be from time to time in effect in the State of New York. 
  
 “UGI” means UGI Corporation, a Pennsylvania corporation, and its
successors. 
  
 “Unrestricted Subsidiary” means any
Subsidiary of the Partnership or a Restricted Subsidiary that is designated as such by the General Partner; provided that no portion of the Indebtedness or any other obligation (contingent or otherwise) of such Subsidiary (a) is guaranteed by the
Partnership or any Restricted Subsidiary, (b) is recourse to or obligates the Partnership or any Restricted Subsidiary in any way or (c) subjects any property or assets of the Partnership or any Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof. Notwithstanding the foregoing, the Partnership or a Restricted Subsidiary may Guaranty or agree to provide funds for the payment or maintenance of, or otherwise become liable with respect to
Indebtedness of an Unrestricted Subsidiary; but only to the extent that the Partnership or a Restricted Subsidiary would be permitted to (a) make an Investment in such Unrestricted Subsidiary pursuant to subdivision (h) of the definition of
Permitted Investments and (b) incur the Indebtedness represented by such Guaranty or agreement pursuant to the first paragraph of Section 10.09 hereof. The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary,
provided that immediately after giving effect to such designation, (i) there exists no Event of Default or event which after notice or lapse of time or both would become an Event of Default and (ii) if such Unrestricted Subsidiary has, as of the
date of such designation, outstanding Indebtedness (other than Permitted Indebtedness) the Partnership could incur at least $1.00 of Indebtedness (other than Permitted Indebtedness). Notwithstanding the foregoing, (i) no Subsidiary may be designated
an Unrestricted Subsidiary if such Subsidiary, directly or indirectly, holds capital stock of a Restricted Subsidiary and (ii) neither the Operating Partnership nor Finance Corp. may be designated an Unrestricted Subsidiary. 
  
 “Voting Stock” means any class or classes of Capital Stock pursuant
to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, general partners or trustees of any Person (irrespective of whether or not, at the time,
Capital Stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency) or, with respect to a partnership (whether general or limited), any general partner interest in such partnership.

  
 “Weighted Average Life to Stated Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of
such Indebtedness; provided, however, that with respect to any revolving Indebtedness, the foregoing calculation of Weighted Average Life to Stated Maturity shall be determined based upon the total 
  

 24 








 available commitments and the required reductions of commitments in lieu of the outstanding principal amount and the
required payments of principal, respectively. 
  
 “Wholly-Owned Restricted Subsidiary” means the Operating Partnership or any Subsidiary of the Partnership of which 100% of the outstanding Capital Stock is owned by the Partnership or by one or more Wholly-Owned Restricted
Subsidiaries of the Partnership or by the Partnership and one or more Wholly-Owned Restricted Subsidiaries of the Partnership. For purposes of this definition, any directors’ qualifying shares or investments by foreign nationals mandated by
applicable law shall be disregarded in determining the ownership of a Subsidiary. 
  
 “U.S. Government Obligations” has the meaning specified in Section 13.04. 
  
 “Vice President”, when used with respect to a corporation or the Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title “vice president”. 
  
 “Voting Stock” means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of any Person (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency). 
  
 Section 1.02 Compliance Certificates and Opinions.

  
 Upon any application or request by the Issuers to the Trustee
to take any action under any provision of this Indenture, the Issuers shall furnish to the Trustee such certificates and 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 officers of the Issuers, 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 (including certificates provided for in Section 10.06) 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. 
  

 25 








 Section 1.03 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 officers of the General Partner on behalf of
the Partnership (or the Partnership if the Partnership is a corporation) may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officers know, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which the 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, officers of the General Partner on behalf of the Partnership (or the Partnership if the Partnership is a corporation) or any Subsidiaries of the Issuers stating that the
information with respect to such factual matters is in the possession of the Issuers or any Subsidiaries of the Issuers, unless such counsel knows, or in the exercise of reasonable care should know, 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 1.04 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 by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. 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 6.01) conclusive in favor of the Trustee and the Issuers, 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 his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The 
  

 26 








 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 of Securities shall be proved by the Security Register. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such
Security. 
  
 The Issuers may, in the circumstances permitted by
the Trust Indenture Act, 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. 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. With regard to any action that may be given or taken hereunder
only by Holders of a requisite principal amount of Outstanding Securities of any series (or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the Issuers may, at their option, set an expiration date after
which no such action purported to be given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such expiration date by Holders of the requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents). On or prior to any expiration date set pursuant to this paragraph, the Issuers may, on one or more occasions at its option, extend such date to any later date. Nothing in this paragraph shall prevent any
Holder (or any duly appointed agent thereof) from giving or taking, after any such expiration date, any action identical to, or, at any time, contrary to or different from, the action or purported action to which such expiration date relates, in
which event the Issuers may set a record date in respect thereof pursuant to this paragraph. Nothing in this paragraph shall be construed to render ineffective any action taken at any time by the Holders (or their duly appointed agents) of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action is so taken. Notwithstanding the foregoing or the Trust Indenture Act, the Issuers shall not set a record date for, and the provisions of this
paragraph shall not apply with respect to, any notice, declaration or direction referred to in the next paragraph. 
  
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default with respect to Securities of such series has occurred and is continuing and the Trustee shall not have given
such a declaration to the Issuers, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. Promptly after any record date is
set pursuant to this paragraph, the Trustee shall notify the Issuers and the Holders of Outstanding Series of such series of any such record date so fixed and the proposed action. The Holders of Outstanding Securities of such series on such record
date (or their duly appointed agents), and only such 
  

 27 








 Persons, shall be entitled to join in such notice, declaration or direction, whether or not such Holders remain Holders
after such record date; provided that, unless such notice, declaration or direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or
their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such notice, declaration or direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in
this paragraph shall be construed to prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a notice, declaration or direction contrary to or different from, or, after the expiration
of such period, identical to, the notice, declaration or direction to which such record date relates, in which event a new record date in respect thereof shall be set pursuant to this paragraph. Nothing in this paragraph shall be construed to render
ineffective any notice, declaration or direction of the type referred to in this paragraph given at any time to the Trustee and the Issuers by Holders (or their duly appointed agents) of the requisite principal amount of Outstanding Securities of
the relevant series on the date such notice, declaration or direction is so given. 
  
 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. 
  

Section 1.05 Notices, Etc., to Trustee and Issuers. 
  
 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 Issuers shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or 
  
 (2) the Issuers 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 Issuers addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the
Trustee by the Issuers. 
  
 Section 1.06
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, to each Holder affected by such event, at his 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 
  

 28 








 particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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	1.07 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 to be excluded, as the case may be. Wherever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in and made a part of this Indenture. 
  
 The following Trust Indenture Act terms used in this Indenture have the
following meanings: 
  
   “indenture
securities” means the Securities. 
  
 “indenture security holder” means a Holder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional trustee” means the Trustee. 
  
 “obligor on the indenture securities” means the
Issuers and any other obligor on the Securities. 
  
 All other
Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act referenced to another statute or defined by any Commission Rule and not otherwise defined herein have the meanings
defined to them thereby. 
  

	Section	1.08 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. 
  

 29 








 Section 1.09 Successors and Assigns. 
  
 All covenants and agreements in this Indenture by the Issuers shall bind
their successors and assigns, whether so expressed or not. 
  
 Section 1.10 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 1.11 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 1.12 Governing Law. 
  
 This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York, but without regard to principles of conflicts of laws. 
  
 Section 1.13 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 intervening period. 
  
 ARTICLE II 
  
 SECURITY FORMS 
  
 Section 2.01 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 Resolutions 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 the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such 
  

 30 








 Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by
action taken pursuant to Board Resolutions, an Officers’ Certificate certifying a copy of an appropriate record of such action shall be delivered to the Trustee at or prior to the delivery of the Issuers’ Order contemplated by Section 3.03
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	2.02 Form of Face of Security. 

  
 [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
  
 AmeriGas Partners, L.P. 
 AmeriGas Finance Corp. 
  

  
 No.                                     
                                        
                                        
                                        
                                   
$             
  
  AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the
“Issuers”), which term includes any successor Persons under the Indenture hereinafter referred to), for value received, jointly and severally hereby promises to pay to
                                        ,
or registered assigns, the principal sum of
                                        
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]. 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 will 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 whereof 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 
   

 31 








 requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said 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 the Stated Maturity Date 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.] 
   
  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 Issuers 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 [if applicable, insert —; provided, however, that at the option of the Issuers payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register]. 
   
 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. 
  

 32 








 IN WITNESS WHEREOF, the Issuers has caused this instrument to be duly executed under its corporate seal.

  
 Dated: 

	AmeriGas Partners, L.P.
		
	By:	 	 AmeriGas Propane, Inc.,
 its General Partner



  
  
 
		
	By:	 	

	 	 	 Name:
 Title:



   Attest: 
   
  

  

	AmeriGas Finance Corp.
		
	By:	 	

	 	 	 Name:
 Title:



  
 Attest: 
  
  

  

	Section	2.03 Form of Reverse of Security. 

  
 This Security is one of a duly authorized issue of securities of the Issuers (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of                     , 2003 (herein called the “Indenture”), between the Issuers and
                    , as Trustee (herein called 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, duties and immunities thereunder of the Issuers, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable insert —, limited in aggregate principal amount to
$                ]. 
    
 [If applicable insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if
applicable, insert — (1) on                      in any year commencing with the year
             and ending with the year              through operation of 
  

 33 








 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             , 20            ], as a whole or in part, at the election of the Issuers, 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

	 	 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 Date 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 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 Issuers, 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 Through
 Operation of the Sinking Fund

	 	 Redemption
 Price For Redemption
 Otherwise Than Through
 Operation 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 Date 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.] 
  

 34 








  [If applicable, insert — Notwithstanding the foregoing, the Issuers may not, prior to
                     redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuers (calculated in accordance with generally accepted financial practice) of
less than         % per annum.] 
   
 [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, insert — 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 Issuers
otherwise than through (if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable,
insert — in the inverse order in which they become due).] 
  
 [If the Security is subject to redemption 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 the Security is not subject to redemption of any kind, insert — The Securities of this series are not subject to redemption prior to the Stated Maturity Date.] 
   
 [If applicable, insert — The Indenture contains provisions for
defeasance at any time of (l) the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]

  
 [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 (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue
interest all of the Issuers’ 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 Issuers and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of 
  

 35 








 such series, to waive compliance by the Issuers with certain provisions of the Indenture and certain past defaults under
the Indenture 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 obligations of the Issuers, which are
absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 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 Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his 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 $       
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 Issuers or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 
  

 36 








 Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any
agent of the Issuers 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 be overdue, and neither the Issuers, the Trustee nor any such agent shall be
affected by notice to the contrary. 
  
 All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  
 Section 2.04 Form of Legend for Global Securities. 
  
 Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, 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. 
  
 Section 2.05 Form of Trustee’s Certificate of Authentication. 
  
 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. 
  
 Wachovia Bank, National Association, as Trustee 
  
 By:                                      
                    
         Authorized Signatory 
  
 Dated:                                     
         
  

 37 








 ARTICLE III 
  
 THE SECURITIES 
  
 Section 3.01 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 3.03, 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
title of the Securities of the series, including CUSIP Numbers (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 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03, 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 principal of the Securities of the series is payable; 
  
 (5) the rate or rates at which the Securities of the series
shall bear interest, if any, or the manner in which such rate shall be calculated, the date or dates from which such interest shall accrue, 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 the principal of and any premium and interest on Securities of the series shall be payable; 
  
 (7) the period or periods 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 Issuers; 
  
 (8) the obligation, if any, of the Issuers to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and 
  

 38 








 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) 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; 
  
 (11) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuers 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; 
  
 (12) 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 5.02; 
    
  (13) if applicable, that the Securities of the series shall be subject to either or both of Defeasance or Covenant Defeasance as provided
in Article XIII; 
   
  (14) 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, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances
other than those set forth in Section 3.05 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; 
   
  (15) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and 
   

(16) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01(5)). 
   

 39 








 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 3.03) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture
supplemental hereto. 
  
 If any of the terms of the series are
established by action taken pursuant to Board Resolutions, an Officers’ Certificate certifying a copy of an appropriate record of such action shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
setting forth the terms of the series. 
  
 The Issuers may, from
time to time, by adoption of a Board Resolutions and subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional securities of any series of
Securities (“Add On Securities”) having terms and conditions identical to those of such series of Outstanding Securities, except that such Add On Securities: 
  
 (i) may have a different issue date from such series of Outstanding Securities; 
  
 (ii) may have a different amount of interest payable on the
first Interest Payment Date after issuance than is payable on such series of Outstanding Securities; and 
  
 (iii) may have terms specified in such Board Resolution for such Add On Securities making appropriate adjustments to this Article III
applicable to such Add On Securities in order to conform to and ensure compliance with the Securities Act (or applicable securities laws) which are not adverse in any material respect to the Holder of any Outstanding Securities (other than such Add
On Securities) and which shall not affect the rights or duties of the Trustee. 
  
 Section 3.02 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 3.01. 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 3.03 Execution, Authentication, Delivery and
Dating. 
  
 The Securities shall be executed on behalf of the
Issuers by the Chairman of the Board, Vice Chairman of the Board, President, one of the Vice Presidents or the Treasurer for each of the General Partner and Finance Corp. under their corporate seals reproduced thereon attested by the Secretary or
one of the Assistant Secretaries or by the Chief Financial Officer. 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 and Finance Corp.,
respectively, shall bind 
  

 40 








 the Issuers, 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 Issuers may deliver Securities of any Series that have been
properly executed to the Trustee for authentication, together with an Issuers’ Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuers’ Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been established in or pursuant to Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, 
  
 (1) if the form of such Securities has been established by or
pursuant to Board Resolutions as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; 
  
 (2) if the terms of such Securities have been established by or pursuant to Board Resolutions as permitted by Section 3.01, that such
terms have been established in conformity with the provisions of this Indenture; and 
  
 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuers 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 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 3.01 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 3.01 or the Issuers’ 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. 
  
 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, 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 
  

 41 








 any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the
Issuers shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, 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 3.04
Temporary Securities. 
  
 Pending the preparation of
definitive Securities of any series, the Issuers may execute, and upon Issuers’ 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 Issuers 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 Issuers in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series the Issuers 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 3.05 Registration,
Registration of Transfer and Exchange. 
  
 The Issuers shall
cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuers in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Issuers 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 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. 
  

 42 








 Whenever any Securities are so surrendered for exchange, the Issuers 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 Issuers, 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 Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the
Issuers and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 
  
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuers or Security Registrar 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 3.04, 9.06 or 11.07 not involving any transfer.

  
 The Issuers shall not be required (1) to issue, register the
transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 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, 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, unless (1) such Depositary (A)
notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act, (2) the Issuers execute and deliver to the Trustee an Issuers’
Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such
Global Security or (4) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set
forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security
shall have directed and no transfer thereof other than such a transfer may be registered. 
  
 Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph
shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 
  

 43 








 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security. 

 
 Section 3.06 Mutilated, Destroyed, Lost and Stolen
Securities. 
  
 If any mutilated Security is surrendered to
the Trustee, the Issuers 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 Issuers and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) 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 Issuers or the
Trustee that such Security has been acquired by a bona fide purchaser, the Issuers 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. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuers in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section, the Issuers 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 Issuers, 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 3.07 Payment of Interest; Interest Rights Preserved. 
  
 Except as otherwise provided as contemplated by Section 3.01 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 
  

 44 








 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 Issuers, at their election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Issuers 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 Issuers 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 Issuer 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 Issuers of such Special Record Date and, in the name and at the expense of the Issuers, 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 his 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 Issuers 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 on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the
Issuers 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, 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. 
  
 Section 3.08 Persons Deemed Owners. 
  
 Prior to due presentment of a Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers 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 Section 3.07) any interest on such Security and for 
  

 45 








 all other purposes whatsoever, whether or not such Security be overdue, and neither the Issuers, the Trustee nor any
agent of the Issuers or the Trustee shall be affected by notice to the contrary. 
  
 Section 3.09 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 cancelled by it. The Issuers may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder
which the Issuers 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 Issuers have not issued
and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in its customary manner. 
  
 Section 3.10 Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 3.01 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. 
  
 Section 3.11 CUSIP Numbers. 
  
 The Issuers in
issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will promptly notify the Trustee of any changes in the “CUSIP” numbers. 
  
 ARTICLE IV 
  
 SATISFACTION AND DISCHARGE 
  
 Section 4.01 Satisfaction and Discharge of Indenture. 
  
 This Indenture shall upon the Issuers’ Request cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
  
 (1) either 
  

 46 








 (A) all Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and
thereafter repaid to the Issuers or discharged from such trust) 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, or 
  
 (ii) will become due and payable at their Stated Maturity within one year,
or 
  
 (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, 
  
 and the Issuers, in the case of (i), (ii) or (iii) above, have deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount 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 Date or Redemption Date, as the case may be; 
  
 (2) the Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers; and 
  
 (3) the Issuers have 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 have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuers to the Trustee under Section 6.07, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.02 shall survive such
satisfaction and discharge. 
  
 Section 4.02
Application of Trust Money. 
  
 All money deposited with
the Trustee pursuant to Section 4.01 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 Issuers acting as their
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. 
  

 47 








 ARTICLE V 
  
 REMEDIES 
  
 Section 5.01 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 deposit of any sinking fund payment, when
and as due by the terms of a Security of that series, and continuance of such default for a period of 30 days; or 
  
  (4) either of the Issuers fails to perform or observe any other term, covenant or agreement contained in the applicable series of
Securities or this Indenture (other than a default specified in clause (1) or (2) above) and such default continues for a period of 45 days after written notice of such default requiring the Issuers to remedy the same shall have been given (x) to
the Partnership by the Trustee or (y) to the Issuers and the Trustee by Holders of 25% in aggregate principal amount of the Securities then outstanding; or 
   
  (5) a default or defaults occur under one or more agreements, instruments, mortgages, bonds, debentures
or other evidences of Indebtedness under which the Partnership or any Restricted Subsidiary then has outstanding Indebtedness, which default (a) is caused by failure to pay (x) principal with respect to Indebtedness of a Restricted Subsidiary at its
Stated Maturity or within the applicable grace period, if any, provided with respect to such Indebtedness or (y) principal, premium or interest with respect to Indebtedness of the Partnership within the applicable grace period, if any, provided in
such Indebtedness (collectively, a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10 million or more. 

   

 48 








  
; or 
   
 (6) a final judgment or judgments (which is or are non-appealable and non-reviewable or which has or have not been stayed pending appeal
or review or as to which all rights to appeal or review have expired or been exhausted) shall be rendered against the Partnership, any Restricted Subsidiary, the General Partner or any Significant Subsidiary for the payment of money in excess of $10
million in the aggregate and which judgment or judgments shall not be covered by insurance or discharged or execution thereon stayed pending appeal or review within 60 days after entry of such judgment, or, in the event of such a stay, such judgment
shall not be discharged within 30 days after such stay expires; or 
  
 (7) the Partnership, Finance Corp. or any of their respective Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law: 
  
 (a) commences a voluntary case, 
  
 (b) consents to the entry of an order for relief against it in an involuntary case, 
  
 (c) consents to the appointment of a Custodian of it or for
all or substantially all of its property, 
  
 (d)
makes a general assignment for the benefit of its creditors, 
  
 (e) admits in writing its inability to pay debts as the same become due; or 
  
 (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (a) is for relief against the Partnership, Finance Corp. or
any of their respective Significant Subsidiaries in an involuntary case, 
  
 (b) appoints a Custodian of the Partnership, Finance Corp. or any of their respective Significant Subsidiaries or for all or substantially all of their property, 
  
 (c) orders the liquidation of the Partnership, Finance Corp.
or any of their respective Significant Subsidiaries, 
  
 and the
order or decree remains unstayed and in effect for 60 days; or 
  

 49 








 (9) any other Event of Default provided with respect to Securities of that series.

  
 A Default under clause (4) is not an Event of Default until
the Trustee notifies the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Securities of that series notify the Issuers and the Trustee, of the Default and the Issuers do not cure the Default within 45 days after
receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” 
  
 In the case of any Event of Default pursuant to the provisions of this Section 5.01 occurring by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Securities of that series pursuant to Article XI hereof, an equivalent
premium shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Securities to the contrary notwithstanding. 
  
  Section 5.02 Acceleration. 
   
    If an Event of Default (other than an Event of Default specified in clauses (7) and (8) of Section 5.01) with
respect to Securities of any series at the time Outstanding occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Securities of that series by written notice to the
Issuers and the Trustee may declare the unpaid principal (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) of all of
the Securities of that series, and any accrued interest on such Securities be due and payable. Upon such declaration the principal and interest shall be due and payable immediately. If an Event of Default specified in clause (7) or (8) of Section
5.01 occurs, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount of the then outstanding
Securities of any series by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to Securities of that
series (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived. 
   
  Section 5.03 Other Remedies. 
   
  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy (under this Indenture or otherwise) to collect the payment of
principal or interest on the Securities of that series or to enforce the performance of any provision of the Securities of that series, or this Indenture. 
   

 The Trustee may maintain a proceeding even if it does not possess any of the Securities of that series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of Securities of that series in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event
of Default. All remedies are cumulative to the extent permitted by law. 
   

 50 








  5.04 Waiver of Past Defaults. 
   
  Holders of a majority in principal amount of the Securities of any series then Outstanding by notice to the Trustee may
waive an existing Default or Event of Default with respect to that series and its consequences, except a continuing Default or Event of Default in the payment of the principal of, premium, if any or interest on, any Securities of that series held by
a non-consenting Holder. 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 5.05 Control by Majority. 
   
  The Holders of a majority in principal amount of the Securities of any series then Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to
such series, or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of
Securities of that series, or that may involve the Trustee in personal liability. 
   
  Section 5.06 Limitation on Suits. 
   

 A Holder of Securities of any series may pursue a remedy with respect to this Indenture or the Securities only if: 
   
  (1) the Holder gives to the Trustee written notice of a
continuing Event of Default; 
   
  (2) the
Holders of at least 25% in principal amount of the Securities of that series then Outstanding make a written request to the Trustee to pursue the remedy; 
   

 (3) such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense; 
   
  (4) the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 
   

(5) during such 60 day period the Holders of a majority in principal amount of the Securities of that series then Outstanding do not
give the Trustee a direction inconsistent with the request. 
   
  A Holder of Securities of any series may not use this Indenture to prejudice the rights of another Holder of Securities of that series or to obtain a preference or priority over another Holder of Securities of that series. 

 

 51 








  Section 5.07 Rights of Holders to Receive Payment. 
   
  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 Section 3.07) interest on such Security on the respective Stated Maturity Date 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 5.08 Collection Suit by Trustee.

   
    If an Event of Default specified in
Section 5.01(1) or (2) with respect to any series of Securities occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal and
interest remaining unpaid on the Securities of that series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
   

 52 








    Section 5.09 Trustee May File Proofs of Claim. 
   
    The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders
of Securities allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Securities), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of Securities 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 of Securities, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the
Securities may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder of Securities 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
of Securities in any such proceeding. 
     
  

 53 








    5.10 Priorities. 
   
  If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

   
  First: to the Trustee, its agents and
attorneys for amounts due under Section 6.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
   
  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: to the Issuers or to such party as a court of competent jurisdiction shall direct. 
   
  The Trustee may fix a record date and payment date for any payment to Holders of Securities. 
   
  Section 5.11 Undertaking for Costs. 

  
    In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07, or a suit by Holders of more than 10% in principal amount of any series of Securities then outstanding. 
   

 54 








 ARTICLE VI 
  
 THE TRUSTEE 
  
 The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and agrees to perform the same, as herein expressed. 
  
 Section 6.01    Duties of
Trustee. 
  
  (a) If an Event of Default with respect to a
series of Securities has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs. 
   
  (b) Except during the continuance of an Event of Default with respect to a series of Securities: 
   
 (1) The Trustee need perform only those duties as are specifically set forth in this Indenture and no others, and no covenants or
obligations shall be implied in or read into this Indenture. 
  
 (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they substantially conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
  
 (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (1) This paragraph does not limit the effect of paragraph (b) of this Section 6.01. 
  
 (2) The Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
  
 (3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 5.12. 
  
 (d) No provision of
this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or
expense. 
  

 55 








 (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c), (d) and (f) of this Section 6.01. 
  
 (f) The
Trustee shall not be liable for interest on any assets received by it except as the Trustee may agree in writing with the Issuers. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law.

  
 Section 6.02 Rights of Trustee.

  
 Subject to Section 6.01: 
  
 (a) The Trustee may conclusively rely on any document
(whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in any document. 
  
 (b) Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 
  
 (c) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
  
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers. 
  
 (e) The Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such investigation. 
  
 (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby. 
  
 (g) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection of any action taken, suffered or omitted by in hereunder in good faith and in reliance thereon. 
  
 (h) The Trustee shall not be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. 
  

 56 








 (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
  
 Section 6.03 Individual Rights of Trustee.

  
  The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities of any series and may otherwise deal with the Issuers, their Subsidiaries, or their respective Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Security Registrar may
do the same with like rights. However, the Trustee must comply with Sections 6.08, 6.09 and 6.10. 
   
 Section 6.04 Trustee’s Disclaimer. 
  

 The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities of any series and it shall not be
accountable for the Issuers’ use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities, other than the Trustee’s certificate of authentication, or the use or application of any funds
received by a Paying Agent other than the Trustee. 
   
 Section 6.05 Notice of Default. 
  
 If an Event of Default with respect to Securities of any series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder of Securities of such series notice of the uncured Event of Default within 90
days after such Event of Default occurs. Except in the case of an Event of Default in payment of principal (or premium, if any) of, or interest on, any Security, the Trustee may withhold the notice if and so long as a Responsible Officer in good
faith determines that withholding the notice is in the interest of the Holders of Securities of such series. 
  

 57 








  Section 6.06 Compensation and Indemnity. 
   
 The Issuers shall pay to the Trustee from time to time such compensation for
its services as the Issuers and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon
request for all reasonable disbursements, expenses and advances incurred or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents, accountants, experts and counsel. 

 
 The Issuers shall indemnify each of the Trustee (in its capacity as
Trustee) and any predecessor Trustee and each of their respective officers, directors, attorneys-in-fact and agents for, and hold it harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements
and expenses of the Trustee’s agents and counsel), loss, charges (including taxes (other than taxes based upon the income of the Trustee)) or liability incurred by them without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust and their rights or duties hereunder including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee for which it may seek indemnity. The Issuers shall defend the claim and the Trustee shall provide reasonable cooperation
at the Issuers’ expense in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without their written consent which
consent shall not be unreasonably withheld. The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee as determined by a court of competent jurisdiction to have been caused by its own
negligence, bad faith or willful misconduct. 
  
  To secure the
Issuers’ payment obligations in this Section 6.07, the Trustee shall have a lien prior to the Securities on all assets held or collected by the Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if
any, of or interest on particular Securities. 
   
 When the
Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

  
 The Issuers’ obligations under this Section 6.06 and any
lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Issuers’ obligations pursuant to Article IV of this Indenture and any rejection or termination of this Indenture under any Bankruptcy Law.

  
  Section 6.07 Replacement of
Trustee. 
   
 The Trustee may resign at any time with
respect to the Securities of one or more series by so notifying the Issuers in writing. The Holder or Holders of a majority in principal amount of the outstanding Securities voting as a single class may remove the Trustee with respect to Securities
of such series by so notifying the Issuers and the Trustee in writing and may appoint a 
  

 58 








 successor trustee with respect to Securities of such series with the Issuers’ consent. The Issuers may remove the
Trustee if: 
  
  (1) the Trustee fails to
comply with Section 6.09; 
   
 (2) the
Trustee is adjudged bankrupt or insolvent or an order for relief is enforced with respect to the Trustee under any Bankruptcy Law; 
  
 (3) a receiver, custodian, or other public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting. 
  
 If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee, with respect to the Securities of one or more series, for any reason, the Issuers shall promptly appoint a successor Trustee, with respect to Securities of that or those series. Within one year after the successor Trustee with respect to a
series of Securities takes office, the Holder or Holders of a majority in principal amount of the Securities of such series may appoint a successor Trustee with respect to such series to replace the successor Trustee appointed by the Issuers.

  
  A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Issuers. Immediately after that and provided that all sums owing to the Trustee provided for in Section 6.06 have been paid, the retiring Trustee shall transfer all property held by it as Trustee
with respect to such series of Securities to the successor Trustee, subject to the lien provided in Section 6.06, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee with respect to one or more series of Securities shall mail notice of its succession to each Holder of Securities of that or those series. 
   
 If a successor Trustee with respect to a series of Securities does not take
office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holder or Holders of at least 10% in principal amount of the outstanding Securities of that series may petition at the expense of the
Issuers any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 
  
  If the Trustee fails to comply with Section 6.09, any Holder of Securities of a series may petition any court of competent jurisdiction for the removal of
the Trustee with respect to such series and the appointment of a successor Trustee with respect to such series. 
   
 Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the Issuers’ obligations under Section 6.07 shall continue for the benefit
of the retiring Trustee. 
  
  Section 6.08
Successor Trustee by Merger, Etc. 
   
 If the Trustee
consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or 
  

 59 








 transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee. 
  
  Section 6.09 Eligibility; Disqualification. 
   
 The Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act Section 310(a)(5). The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with Trust Indenture Act Section 310(b). 
  
  Section 6.10 Preferential Collection of Claims against Issuers. 
   
 The Trustee shall comply with Trust Indenture Act Section 311(a), excluding
any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated. 
  
 ARTICLE VII 
  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS 
  
 Section 7.01 Issuers to Furnish Trustee Names and Addresses of Holders. 
  
 The Issuers will furnish or cause to be furnished to the Trustee:

  
 (1) semi-annually, not more than 15 days
after each Regular Record Date, 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 Regular Record Date, 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 Issuers 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; 
  
 excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar. 
  
 Section 7.02
Preservation of Information; Communications to Holders. 
  
 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
  
 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. 
  

 60 








 Every Holder of Securities, by receiving and holding the same, agrees with the Issuers and the Trustee
that neither the Issuers nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
  
 Section 7.03 Reports by Trustee. 
  
    Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with Trust Indenture Act Section 313(a) if such report is required by such Trust Indenture Act Section 313(a). The
Trustee also shall comply with Trust Indenture Act Sections 313(b) and 313(c). 
   
  The Issuers shall promptly notify the Trustee in writing if the Securities of any series become listed on any stock exchange or automatic quotation system. 
   
  A copy of each report at the time of its mailing to Holders shall be
mailed to the Issuers and filed with the Commission and each stock exchange, if any, on which the Securities are listed. 
   
  Section 7.04 Reports by Issuers. 
   

 The Issuers shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
   
 ARTICLE VIII 
  
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  
 Section 8.01 When Issuers May Merge, Etc. 
  
 (a) The Partnership shall not consolidate or merge with or into (whether or not the Partnership is the surviving Person), or
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (i) the Partnership is the surviving Person, or the Person formed by or
surviving any such consolidation or merger (if other than the Partnership) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or partnership organized or existing under the laws
of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or the Person to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made assumes all the 
  

 61 








  obligations of the Partnership pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee,
under the Securities and this Indenture; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Partnership or such other Person formed by or surviving any such consolidation or merger, or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or
greater than the Consolidated Net Worth of the Partnership immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the
applicable Four-Quarter Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 10.09 hereof. 
   
 (b) Finance Corp. shall not consolidate or merge with or into (whether or not
Finance Corp. is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (i) Finance Corp. is the
surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than Finance Corp.) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized
or existing under the laws of the United States, any state thereof or the District of Columbia and a Wholly-Owned Restricted Subsidiary of the Partnership; (ii) the Person formed by or surviving any such consolidation or merger (if other than
Finance Corp.) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of Finance Corp., pursuant to a supplemental indenture in a form reasonably satisfactory
to the Trustee, under the Securities and this Indenture; and (iii) immediately after such transaction no Default or Event of Default exists. 
  
 (c) The Partnership or Finance Corp., as the case may be, shall deliver to the Trustee prior to the consummation of any proposed transaction subject to
the foregoing paragraphs (a) and (b) an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to
conclusively rely upon such Officers’ Certificate and Opinion of Counsel. 
  
 Section 8.02 Successor Person Substituted. 
  
  Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Partnership or Finance Corp. in accordance with Section 8.1 hereof, the successor Person formed by such consolidation or into or with which the Partnership or Finance Corp. is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the “Partnership,” “Finance Corp.” or the “Issuers,” as the case may be, shall refer to or include instead the successor Person and not the Partnership or Finance Corp., as the case may be), and
may exercise every right and power of the Partnership or Finance Corp., as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Partnership or Finance Corp., as the case may be, 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. 

   

 62 








 ARTICLE IX 
  
 SUPPLEMENTAL INDENTURE 
  
 Section 9.01 Supplemental Indentures Without Consent of Holders. 
  
 Without the consent of any Holders, the Issuers, when authorized by Board Resolutions, 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 either or both of the Issuers and the assumption by any such successor of the
covenants of such Issuers herein and in the Securities; or 
  
 (2) to add to the covenants for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuers; or 
  
  (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of
Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or 
   
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 
  
 (5) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 
  
 (6) to provide security for the Securities; or 

 
 (7) to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 3.01; or 
  
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or 
  
 (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, 
  

 63 








 provided that such action pursuant to this clause (9) shall not adversely affect the interests of
the Holders of Securities of any series in any material respect; or 
  
 (10) to add to, change, or eliminate any of the provisions of this Indenture to such extent as shall be necessary to add or substitute any of the Partnership’s subsidiaries as a co-issuer of securities of an
applicable series. 
  
 Section 9.02
Supplemental Indentures with Consent of Holders. 
  
 With
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Issuers and the
Trustee, the Issuers, when authorized by Board Resolutions, 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 of modifying in any manner the rights of the Holders of Securities so affected under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby, 
  
 (1) change the
Stated Maturity Date of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where,
or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity Date thereof (or, in the case of redemption,
on or after the Redemption Date), or 
  
 (2)
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 
  
 (3) modify any of the provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder
with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8), 
  
 (4) change any obligation of the Issuers to maintain an
office or agency, or 
  
 (5) change any
obligation of the Issuers to pay additional amounts, or 
  

 64 








 (6) adversely affect the right of repayment or repurchase at the option of the Holder, or

  
 (7) reduce or postpone any sinking fund or
similar provision. 
  
 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 9.03 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 6.01) shall be fully protected in relying upon, 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 9.04 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 9.05 Conformity with Trust Indenture Act.

  
 Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act. 
  
 Section 9.06 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 Issuers shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Issuers, to any such supplemental indenture may be prepared and executed by the Issuers and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
  

 65 








  
 ARTICLE X 
  
 COVENANTS 
  
 Section 10.01 Payment of Securities. 
  
 The Issuers covenant and agree for the benefit of each series of Securities that they will pay the principal of and interest
on the Securities of that series on the dates and in the manner provided in the Securities of that series and this Indenture. An installment of principal, premium, if any, or interest on the Securities shall be considered paid on the date it is due
if the Trustee or Paying Agent (other than the Issuers or Affiliates of the Issuers) holds for the benefit of the Holders, on that date, immediately available funds deposited and designated for and sufficient to pay the installment. 
  
 The Issuers shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Securities compounded semi-annually, to the extent lawful. 
  
 Section 10.02 Maintenance of Office or Agency. 
  
  The Issuers shall maintain in the Place of Payment for each 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 Issuers in respect of the Securities of that series
and this Indenture may be served. The Issuers shall 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 Issuers 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. 
   
 The Issuers 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 Issuers of their obligation to
maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuers shall 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. The Issuers hereby initially designate the principal corporate trust office of the Trustee as such office of the Issuers. 
  
 Section 10.03 Money for Securities Payments to Be Held in Trust. 
  
 If the Issuers shall at any time act as their own Paying Agent with respect to any series of Securities, the Issuers 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 their action or failure so to act. 
  

 66 








  
 Whenever the Issuers shall
have one or more Paying Agents for any series of Securities, they 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 Issuers will promptly notify the Trustee of their action or failure so to act. 
  
 The Issuers 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) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Issuers (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, 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 Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Issuers’ Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuers 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 Issuers 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 Issuers, 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 Issuers on the Issuers’ Request, or (if then
held by the Issuers) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers 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 Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, 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 Issuers. 
  
 Section 10.04 Partnership and Corporate Existence. 
  
  Subject to Section 10.16 and Article VIII, the Partnership and Finance
Corp. shall do or cause to be done all things necessary to preserve and keep in full force and effect (a) its partnership or its corporate existence, as the case may be, and the partnership, corporate or other existence of each of their respective
Subsidiaries, in accordance with their respective organizational documents (as the same may be amended from time to time) and (b) its (and its Subsidiaries’) rights (charter and statutory) licenses and franchises; provided, however, that the
Partnership and Finance Corp. shall not be required to preserve, any such right, license or franchise if (i) the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a 
   

 67 








 corporation) shall determine that the preservation thereof is no longer desirable in the conduct of the business of the
Issuers and their respective Subsidiaries taken as a whole and (ii) the loss thereof is not disadvantageous in any material respect to the Holders. 
  
 Section 10.05 Payment of Taxes and Other Claims. 
  
 Each of the Partnership and Finance Corp. shall, and shall cause each of its respective Subsidiaries to, pay prior to
delinquency all material taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings. 
  
 Section 10.06 Compliance Certificate; Notice of Default. 
  
  (a) The Issuers shall deliver to the Trustee within 120 days after the end of their fiscal year an Officers’
Certificate complying with Section 314(a)(4) of the Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries (including Finance Corp.) during the preceding fiscal year has been made under the supervision
of the signing officers with a view to determining whether each of the Issuers has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until
the expiration of such periods) or notice requirements) and further stating, as to each such officer signing such certificate, whether or not the signer knows of any failure by the Partnership or any of its Subsidiaries to comply with any conditions
or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers’ Certificate shall also notify the Trustee should the relevant fiscal year
end on any date other than the current fiscal year end date. 
   
 (b) The Partnership shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, immediately upon becoming aware of any Event of Default with respect to such series under this Indenture, an Officers’
Certificate specifying such Event of Default and what action the Partnership is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of an Event of Default unless one of its Responsible Officers receives
notice of the Event of Default giving rise thereto from the Partnership or any of the Holders. 
  
 Section 10.07 Waiver of Stay, Extension or Usury Laws. 
  
 Each of the Partnership and Finance Corp. covenants for the benefit of each series of Securities (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law wherever enacted which would prohibit or forgive the
Issuers from paying all or any portion of the principal of or interest on the Securities of that series as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the Partnership and Finance Corp. hereby expressly waives for the benefit of each series of Securities all benefit or advantage of any such law insofar as such law applies to the
Securities of that series, and covenants for the benefit of each series of Securities that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee 
  

 68 








 with respect to that series, but will suffer and permit the execution of every such power as though no such law had been
enacted. 
  
 Section
10.08    Limitation on Liens. 
  
    The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Liens, other than Permitted Liens, upon any of its respective property or assets, whether owned on the
applicable Issue Date of a series of Securities or thereafter acquired. 
   
 Section 10.09    Limitation on Additional Indebtedness. 
  
 The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or
in any manner become directly or indirectly liable, contingently or otherwise, for the payment of (in each case, to “incur”), any Indebtedness (including, without limitation, any Redeemable Capital Stock), unless at the time of such
incurrence, and after giving pro forma effect to the receipt and application of the proceeds of such Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Partnership is greater than 2.00 to 1. 
  
 Notwithstanding the foregoing, the Partnership and its Restricted
Subsidiaries may incur Permitted Indebtedness. 
  
 Section 10.10    Limitation on Restricted Payments. 
  
 The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
  
 (a) declare or pay any dividend or make any other distribution or payment on or in respect of Capital Stock of the Partnership or any of
its Restricted Subsidiaries or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Partnership or any of its Restricted Subsidiaries (other than (x) dividends or distributions payable solely in
Capital Stock of the Partnership (other than Redeemable Capital Stock) or in options, warrants or other rights to purchase Capital Stock of the Partnership (other than Redeemable Capital Stock), (y) the declaration or payment of dividends or other
distributions to the extent declared or paid to the Partnership or any Restricted Subsidiary of the Partnership and (z) the declaration or payment of dividends or other distributions by any Restricted Subsidiary of the Partnership to all holders of
Capital Stock of such Restricted Subsidiary on a pro rata basis (including, in the case of the Operating Partnership, to the general partner thereof)), 
  
 (b) purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the Partnership
or any of its Restricted Subsidiaries (other than any such Capital Stock owned by a Wholly-Owned Restricted Subsidiary of the Partnership), 
  

 69 








 (c) make any principal payment on, or purchase, defease, repurchase, redeem or otherwise
acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness (other than any such Indebtedness owned by the Partnership or a Wholly-Owned
Restricted Subsidiary of the Partnership), or 
  
 (d) make any Investment (other than any Permitted Investment) in any Person 
  
 (such payments or Investments described in the preceding clauses (a), (b), (c) and (d) are collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to the proposed Restricted Payment, (A)
no Default or Event of Default shall have occurred and be continuing and (B) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Partnership and its Restricted Subsidiaries during the fiscal quarter
during which such Restricted Payment is made, shall not exceed (I) if the Consolidated Fixed Charge Coverage Ratio of the Partnership shall be greater than 1.75 to 1, an amount equal to Available Cash as of the end of the immediately preceding
fiscal quarter or (II) if the Consolidated Fixed Charge Coverage Ratio of the Partnership shall be equal to or less than 1.75 to 1, an amount equal to the sum of (x) $24 million, less the aggregate amount of all Restricted Payments made by
the Partnership and its Restricted Subsidiaries pursuant to this clause (II)(x) during the period ending on the last day of the fiscal quarter of the Partnership immediately preceding the date of such Restricted Payment and beginning on the first
day of the sixteenth full fiscal quarter immediately preceding the date of such Restricted Payment, plus (y) the aggregate net cash proceeds of any substantially concurrent (1) capital contribution to the Partnership from any Person (other
than a Restricted Subsidiary of the Partnership) or (2) issuance and sale of shares of Capital Stock (other than Redeemable Capital Stock) of the Partnership to any Person (other than to a Restricted Subsidiary of the Partnership). The amount of any
such Restricted Payment, if other than cash, shall be the fair market value (as determined in good faith by the General Partner) on the date of such Restricted Payment of the asset(s) proposed to be transferred by the Partnership or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment. 
  
 None of the foregoing provisions will prohibit: (i) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration such payment would be permitted by the foregoing paragraph; (ii)
the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the Partnership or any Restricted Subsidiary of the Partnership in exchange for, or out of the net cash proceeds of, a substantially
concurrent (x) capital contribution to the Partnership from any Person (other than a Restricted Subsidiary of the Partnership) or (y) issue and sale of other shares of Capital Stock (other than Redeemable Capital Stock) of the Partnership to any
Person (other than to a Restricted Subsidiary of the Partnership); provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase or other acquisition or retirement shall be
excluded from the calculation of Available Cash; or (iii) any redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent (x) capital
contribution to the Partnership from any Person (other than a Restricted Subsidiary of the Partnership) or (y) issue 
  

 70 








 and sale of (1) Capital Stock (other than Redeemable Capital Stock) of the Partnership to any Person (other than to a
Restricted Subsidiary of the Partnership); or (2) Indebtedness of the Partnership issued to any Person (other than a Restricted Subsidiary of the Partnership), so long as such Indebtedness is Permitted Refinancing Indebtedness; provided,
however, in each case, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase or other acquisition or retirement shall be excluded from the calculation of Available Cash. In computing the amount of
Restricted Payments previously made for purposes of the preceding paragraph, Restricted Payments made under clause (i) shall be included and Restricted Payments made under clauses (ii) and (iii) shall not be so included. 
  
 Section 10.11    Limitation on
Transactions with Affiliates. 
  
 The Partnership shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange
or lease of assets, property or services), other than as provided for in the Operative Agreements, with, or for the benefit of, any Affiliate of the Partnership, unless (1) such transaction or series of related transactions is between the
Partnership and its Wholly-Owned Restricted Subsidiaries or between two Wholly-Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that are no less favorable to the Partnership or such Restricted
Subsidiary, as the case may be, than those which would have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Partnership or a Restricted Subsidiary and (b) with respect to a transaction or series of
transactions involving aggregate payments or value equal to or greater than $15 million, the Partnership shall have delivered an Officers’ Certificate to the Trustee certifying that such transaction or series of transactions complies with the
preceding clause (a) and that such transaction or series of transactions has been approved by a majority of the Board of Directors of the General Partner (including a majority of the Disinterested Directors); provided, however, that
this Section 10.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (A) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the ordinary
course of business, (B) transactions permitted by the provisions of this Indenture set forth in Sections 10.10 hereof and (C) transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar
forms of retained insurable risks of the retail propane business operated by the Partnership, its Subsidiaries and Affiliates. 
  
 Section 10.12    Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. 
  
 The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect
of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Partnership or any other Restricted Subsidiary, (c) make loans or advances to, or any investment in, the Partnership or
any other Restricted Subsidiary, (d) transfer any of its properties or assets to the Partnership or any 
  

 71 








  other Restricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary
(collectively, “Payment Restrictions”), except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) in the case of any series of Securities any agreement in effect at or entered into on the Issue
Date of the series of Securities or any agreement relating to any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more
restrictive with respect to such Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the Issue Date of the series of Securities, (iii) customary non-assignment
provisions of any contract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, (iv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature
described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such
acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so
acquired, or (vi) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the
obligor under such agreement or instrument. 
   
 Section 10.13 Limitation on Sale and Leaseback Transactions. 
  
 The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any property of the Partnership or any of its Restricted
Subsidiaries. Notwithstanding the foregoing, the Partnership and its Restricted Subsidiaries may enter into Sale and Leaseback Transactions with respect to property acquired or constructed after April 19, 1995; provided that (a) the
Partnership or such Restricted Subsidiary would be permitted under this Indenture to incur Indebtedness secured by a Lien on such property in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction, or (b) the
lease in such Sale and Leaseback Transaction is for a term not in excess of the lesser of (i) three years and (ii) 60% of the remaining useful life of such property. 
  
 Section 10.14 Limitation on Finance Corp. 
  
 In addition to the restrictions set forth under Section 10.09 hereof,
Finance Corp. may not incur any Indebtedness unless (a) the Partnership is a co-obligor and guarantor of such Indebtedness or (b) the net proceeds of such Indebtedness are lent to the Partnership, used to acquire outstanding debt securities issued
by the Partnership or used directly or indirectly to refinance or discharge Indebtedness permitted under the limitation of this Section 10.14. Finance Corp. may not engage in any business not related directly or indirectly to obtaining money or
arranging financing for the Partnership. 
  

 72 








 Section 10.15 Line of Business. 
  
  The Partnership and its Restricted Subsidiaries shall not materially or
substantially engage in any business other than in the case of any series of Securities the Business in which the Partnership and its Restricted Subsidiaries were engaged on the Issue Date of such Securities. 
   
 Section 10.16 Asset Sales. 
  
  The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the ordinary course of business and consistent with past practice (provided,
that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership shall be governed by the provisions of this Indenture set forth under Section 10.17 hereof or Article VIII hereof and not by the
provisions of this Section 10.16) or (ii) issue or sell Capital Stock of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions (each of the foregoing,
an “Asset Sale”), unless (x) the Partnership (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the
General Partner) of the assets sold or otherwise disposed of and (y) at least 80% of the consideration therefor received by the Partnership or such Restricted Subsidiary is in the form of cash; provided, however, that the amount
of (A) any liabilities (as shown on the Partnership’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Partnership or any Restricted Subsidiary that are assumed by the transferee of any such assets
and (B) any notes or other obligations received by the Partnership or any such Restricted Subsidiary from such transferee that are immediately converted by the Partnership or such Restricted Subsidiary into cash (to the extent of the cash received),
shall be deemed to be cash for purposes of this provision; and provided, further, that the 80% limitation referred to in this clause (y) shall not apply to any Asset Sale in which the cash portion of the consideration received
therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales
shall not be deemed to include (1) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to a Wholly-Owned Restricted Subsidiary of the Partnership, (2) any transfer of assets or Capital Stock by the
Partnership or any of its Restricted Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 10.15 hereof and having a fair market value (as determined in good faith by the General Partner) not less
than that of the assets so transferred and (3) any transfer of assets pursuant to a Permitted Investment. 
   
 In the event that the aggregate Net Proceeds received by the Partnership or any of its Restricted Subsidiaries from one or more Assets Sales in any fiscal
year of the Partnership exceed $10 million, within 270 days after the date such aggregate Net Proceeds exceed such amount (or such longer period as may be required to comply with any agreement in effect on April 19, 1995), the Partnership, at its
option, shall apply the amount of such aggregate Net Proceeds in excess of $10 million (less the amount of any such Net Proceeds previously applied during such fiscal year 
  

 73 








  for the purposes set forth in clauses (a) or (b) below) to (a) reduce Indebtedness of a Restricted Subsidiary (with a
permanent reduction of availability in the case of revolving Indebtedness) or (b) make an investment in assets in the same line of business the Partnership was engaged in on the Issue Date for the series of Securities. Pending the final application
of any such Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily reduce borrowings under the Bank Credit Facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any such Net
Proceeds that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5 million, the Issuers shall make an offer
to all Holders of Notes (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall
select the Securities to be purchased on a pro rata basis. 
   
 Notwithstanding the foregoing, if the Issuers are required to commence an Asset Sale Offer at any time when the Issuers have securities outstanding ranking pari passu in right of payment with the Notes and the terms of those securities
provide that a similar offer must be made with respect to those other securities, then the Asset Sale Offer for the Securities will be made concurrently with the other offers and securities of each issue will be accepted on a pro rata basis in
proportion to the aggregate principal amount of securities of each issue which their holders elect to have purchased. Upon completion of the Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
  
  In the event the Issuers are required to make an Asset Sale Offer
pursuant to Section 11.08 and Section 10.16, and the amount of the Net Proceeds from the Asset Sale is not evenly divisible by $1,000, the Trustee shall promptly refund to the Issuers the portion of such Excess Proceeds that is not necessary to
purchase the immediately lesser principal amount of Notes that is so divisible. 
   
 Section 10.17 Change of Control. 
  
  Upon the occurrence of a Change of Control, each Holder of Securities shall have the right to require the Issuers to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Issuers will mail a notice to each Holder stating: (1) that the Change of Control Offer is being
made pursuant to this Section 10.17 and that all Securities tendered will be accepted for payment; (2) the purchase price and the purchase date (the “Change of Control Payment Date”), which shall be no earlier than 30 days nor later than
60 days from the date such notice is mailed; (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender the Securities, with the
form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities completed, to the Paying Agent for the series of Securities at the address specified in the notice prior to the close of business on the third Business Day
preceding the Change of 
   

 74 








  Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent for the series
of Securities receives, not later than the close of business on the Second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of
Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have such Securities purchased; and (7) that Holders whose Securities are being purchased only in part will be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 
   
  On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for payment Securities or
portions thereof tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent for the series of Securities an amount equal to the Change of Control Payment in respect of all Securities or portions thereof so tendered and (3)
deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate amount of the Securities of such series or portions thereof tendered to the Issuers. The Paying Agent for
the series of Securities will promptly mail to each Holder of Securities so accepted the Change of Control Payment for such Securities, and the Trustee will promptly authenticate and mail to each Holder a new Security equal in principal amount to
the unpurchased portion of the Securities of such series surrendered, if any; provided that each such new Security of such series will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
   
 The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any
offer required to be made by the Issuers to repurchase the Securities as a result of a Change of Control. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 10.17, the Issuers
shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue thereof. 
  
 ARTICLE XI 
  
 REDEMPTION OF SECURITIES 
  
 Section 11.01 Applicability of Article. 
  
 Securities of any series which are redeemable before their Stated Maturity Date shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of
any series) in accordance with this Article. 
  
 Section 11.02 Election to Redeem; Notice to Trustee. 
  
 The election of the Issuers to redeem any Securities shall be evidenced by Board Resolutions. In case of any redemption at the election of the Issuers of less than all the Securities of any series, the Issuers shall, at least 60 days prior
to the Redemption Date fixed by the Issuers (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 
  

 75 








 Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Issuers shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
  
 Section 11.03 Selection by Trustee of Securities to Be Redeemed. 
  
 If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a
specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the
principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of 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 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the
preceding sentence. 
  
 The Trustee shall promptly notify the
Issuers 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 11.04 Notice of Redemption. 
  
 Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 
  
 All notices of redemption shall state: 
  
 (1) the Redemption Date, 
  
 (2) the Redemption Price, 
  

 76 








 (3) if less than all the Outstanding Securities of any series 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, if
applicable, 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, 
  
 (6) that the redemption is for a sinking fund, if such is
the case, and 
  
 (7) applicable CUSIP Numbers.

  
 Notice of redemption of Securities to be redeemed at the
election of the Issuers shall be given by the Issuers or, at the Issuers’s request, by the Trustee in the name and at the expense of the Issuers and shall be irrevocable. 
  
 Section 11.05 Deposit of Redemption Price. 
  
 Prior to any Redemption Date, the Issuers shall deposit with the Trustee or
with a Paying Agent 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 11.06 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 Issuers 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 Issuers at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity Date 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 3.07. 
  
 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 11.07 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 Issuers
or the Trustee so requires, due endorsement by, or a 
  

 77 








 written instrument of transfer in form satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Issuers 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. 
  
    Section 11.08 Offer to Purchase by Application of Excess Proceeds. 
   
 Any Asset Sale Offer pursuant to Section 10.16 shall remain open for a
period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). On a date within five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Securities required to be purchased pursuant to Section 10.16 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all
Securities tendered in response to the Asset Sale Offer. Payment for any Securities so purchased shall be made in the same manner as interest payments are made. 
  

 The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with
any offer required to be made by the Issuers to repurchase the Securities as a result of an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 11.08, the Issuers shall
comply with the applicable securities laws or regulations and shall not be deemed to have breached their obligations hereunder by virtue thereof. 
   
 If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be
paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Securities pursuant to the Asset Sale Offer. 
  
 Upon the commencement of an Asset Sale Offer, the Issuers shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Securities pursuant to the Asset Sale Offer. The Asset
Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
  
  (a) that the Asset Sale Offer is being made pursuant to this Section 11.08 and Section 10.16 hereof and the length of time the Asset Sale
Offer shall remain open; 
   

 78 








 (b) the Offer Amount, the purchase price and the Purchase Date; 
  
 (c) that any Security not tendered or accepted for payment
shall continue to accrue interest; 
  
 (d) that,
unless the Issuers default in making such payments, any Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; 
  
 (e) that Holders electing to have a Security purchased pursuant to an Asset Sale Offer may only elect to
have all of such Note purchased and may not elect to have only a portion of such Security purchased; 
  
 (f) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer shall be required to surrender the Security, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in
the notice at least three days before the Purchase Date; 
  
 (g) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Security purchased; 

 
 (h) that, if the aggregate principal amount of Securities
surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Securities in denominations of
$1,000, or integral multiples thereof, shall be purchased); and 
  
 (i) that Holders whose Securities were purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer).

  
  On or before the Purchase Date, the Issuers shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Securities or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Securities or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 11.08. The Issuers, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Securities tendered by such
Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Security, and the Trustee, upon written request from the Issuers shall authenticate and mail or deliver such new Security to such Holder, in a principal
amount equal to any unpurchased portion of the Security surrendered. Any Security not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers 
   

 79 








 shall publicly announce by means of a press release the results of the Asset Sale Offer on the Purchase Date. 

 
  Other than as specifically provided in this Section 11.08, any
purchase pursuant to this Section 11.08 shall be made pursuant to the provisions of Sections 11.1 through 11.7 hereof. 
   
  No repurchase of Securities under this Section 11.08 shall be deemed to be a redemption of Notes. 
   
 ARTICLE XII 
  
 SINKING FUNDS 
  
 Section 12.01 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 3.01 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 12.02. 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 12.02 Satisfaction of Sinking Fund Payments with Securities. 
  
 The Issuers (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 Issuers 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 12.03 Redemption of Securities for Sinking Fund. 
  
 Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Issuers 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 
  

 80 








 12.02 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 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Issuers in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 
  
 ARTICLE XIII 
  
 DEFEASANCE AND COVENANT DEFEASANCE 
  

Section 13.01 Option to Effect Defeasance or Covenant Defeasance. 
  
 The Issuers may, at the option of the Board of Directors of the General
Partner, on behalf of the Partnership (or the Partnership if the Partnership is a corporation), and the Board of Directors of Finance Corp., in each case evidenced by Board Resolutions, elect to have either Section 13.02 or Section 13.03 applied to
the Outstanding Securities of any series designated pursuant to Section 3.01 as being defeasible pursuant to this Article XIII (hereinafter called a “Defeasible Series”), upon compliance with the conditions set forth below in this Article
XIII. 
  

 81 








 Section 13.02 Defeasance and Discharge. 
  
 Upon the Issuers’ exercise of the option provided in Section 13.01 to
have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series and subject to the proviso to Section 13.01, the Issuers shall be deemed to have been discharged from their obligations with respect to the Outstanding Securities
of such series as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Issuers shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all other obligations under the Securities of such series and this Indenture insofar as the Securities of such series are
concerned (and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities of such series when
payments are due, (2) the Issuers’ obligations with respect to the Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article
XIII. Subject to compliance with this Article XIII, the Issuers may exercise their option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series notwithstanding the prior exercise of their
option provided in Section 13.01 to have Section 13.03 applied to the Outstanding Securities of such series. 
  
 Section 13.03 Covenant Defeasance. 
  

Upon the Issuers’ exercise of the option provided in Section 13.01 to have this Section 13.03 applied to the Outstanding Securities of any
Defeasible Series, (1) the Issuers shall be released from their obligations under Section 8.01, and Sections 10.04, 10.05, 10.08-10.17, and Article XII, and (2) the occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to any
of Sections 8.01, 10.04, 10.05, 10.08-10.17, and Article XII), 5.01(5), 5.01(6) and 5.01(9) shall be deemed not to be or result in an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this
Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Issuers may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby. 
   
 Section 13.04 Conditions to Defeasance or Covenant
Defeasance. 
  
 The following shall be the conditions to
application of either Section 13.02 or Section 13.03 to the Outstanding Securities of any Defeasible Series: 
  
 (1) The Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee that satisfies the
requirements contemplated by 
  

 82 








 Section 6.09 and agrees to comply with the provisions of this Article XIII applicable to it) 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 Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government
Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in
each case 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 and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such
series. As used herein, “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of which full faith and credit of the United States of America is pledged or (ii)
an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any U.S. Government Obligation specified in Clause (x) and held by such custodian for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any such U.S.
Government Obligation, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
  
 (2) In the case of an election under Section 13.02, the Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (A)
the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date first set forth hereinabove, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to the Securities of such series and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

  
 (3) In the case of an election under Section
13.03, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to the Securities of such series and will be subject to Federal income tax on the 
  

 83 








 same amount, in the same manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur. 
  
 (4) The Issuers
shall have delivered to the Trustee an Officer’s Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit. 
  
 (5) No Event of Default or event that (after notice or lapse
of time or both) would become an Event of Default shall have occurred and be continuing at the time of such deposit or, with regard to any Event of Default or any such event specified in Sections 5.01(7) and (8), at any time on or prior to the 90th
day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 
  
 (6) Such Defeasance or 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). 
  
 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Issuers are a party or by which they are bound. 
  
 (8) The Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
  
  (9) Such Defeasance or 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 qualified under such Act or exempt from regulation thereunder. 
   
 (10) On or prior to the 91st day following the deposit, the Issuers shall have delivered to the Trustee an
Opinion of Counsel to the effect that on the 91st day following the deposit, the trust funds are not subject to any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally. 
  
 (11) The Issuers shall have delivered to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors
of the Issuers. 
  
 Section 13.05 Deposited
Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 
  
 All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of the Securities of any Defeasible Series shall be 
  

 84 








 held in trust and applied by the Trustee, in accordance with the provisions of the Securities of such series and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of Securities of such series, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 
  
 The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge that by law is for the account of the Holders of Outstanding Securities. 
  
 Anything in this Article XIII to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuers from time to time upon the Issuers’ Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or
Covenant Defeasance with respect to the Securities of such series. 
  
 Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, interest, a premium that remains unclaimed for one year after such
principal, interest, or premium, if any, became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with
respect to such money shall cease. 
  

	Section	13.06 Reinstatement. 

  
 If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII with respect to the Securities of any series by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article XIII with respect to Securities of such series until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect
to Securities of such series in accordance with this Article XIII; provided, however, that if the Issuers make any payment of principal of or any premium or interest on any Security of such series following the reinstatement of its
obligations, the Issuers shall be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money so held in trust. 
  

This instrument may be executed 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. 
  
 (Signature Page to Follow) 
  

 85 








 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and
year first above written. 
  
 AmeriGas Partners,
L.P. 
 By AmeriGas Propane, Inc., as General Partner 
  
                                       
                                        
             
 Name: 
 Title: 
  
 AmeriGas Finance Corp. 
  
                                       
                                        
             
 Name: 
 Title: 
  
 Wachovia Bank, National Association 
  
 By:                                      
                                        
      
 Name: 
 Title: 
  

 86