<PAGE>

                                                                     EXHIBIT 4.1

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

                         ENERGY TRANSFER PARTNERS, L.P.,

                                   as Issuer,

                                       and

                            THE SUBSIDIARY GUARANTORS
                                  NAMED HEREIN,

                            as Subsidiary Guarantors,

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                   as Trustee

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

                                    Indenture

                          Dated as of January 18, 2005

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

                                 Debt Securities

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

<PAGE>

                         ENERGY TRANSFER PARTNERS, L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

                   AND INDENTURE, DATED AS OF JANUARY 18, 2005

<TABLE>
<CAPTION>
    Section of
  Trust Indenture                                                                           Section(s) of
    Act of 1939                                                                               Indenture
    -----------                                                                               ---------
<S>                                                                                         <C>
Section 310      (a)(1)...................................................................  7.10
                 (a)(2)...................................................................  7.10
                 (a)(3)...................................................................  Not Applicable
                 (a)(4)...................................................................  Not Applicable
                 (a)(5)...................................................................  7.10
                 (b)......................................................................  7.08, 7.10
Section 311      (a)......................................................................  7.11
                 (b)......................................................................  7.11
                 (c)......................................................................  Not Applicable
Section 312      (a)......................................................................  2.07
                 (b)......................................................................  11.03
                 (c)......................................................................  11.03
Section 313      (a)......................................................................  7.06
                 (b)......................................................................  7.06
                 (c)......................................................................  7.06
                 (d)......................................................................  7.06
Section 314      (a)......................................................................  4.03, 4.04
                 (b)......................................................................  Not Applicable
                 (c)(1)...................................................................  11.04
                 (c)(2)...................................................................  11.04
                 (c)(3)...................................................................  Not Applicable
                 (d)......................................................................  Not Appilcable
                 (e)......................................................................  11.05
Section 315      (a)......................................................................  7.01(b)
                 (b)......................................................................  7.05
                 (c)......................................................................  7.01(a)
                 (d)......................................................................  7.01(c)
                 (d)(1)...................................................................  7.01(c)(1)
                 (d)(2)...................................................................  7.01(c)(2)
                 (d)(3)...................................................................  7.01(c)(3)
                 (e)......................................................................  6.11
Section 316      (a)(1)(A)................................................................  6.05
                 (a)(1)(B)................................................................  6.04
                 (a)(2)...................................................................  Not Applicable
                 (a) (last sentence)......................................................  2.11
                 (b)......................................................................  6.07
</TABLE>

                                     i
<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 316      (c) .....................................................................  9.04
Section 317      (a)(1)...................................................................  6.08
                 (a)(2)...................................................................  6.09
                 (b)......................................................................  2.06
Section 318      (a)......................................................................  11.01
</TABLE>

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

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

                                       ii
<PAGE>

                                           TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE............................................    1

      SECTION 1.01               Definitions................................................................    1

      SECTION 1.02               Other Definitions..........................................................    5

      SECTION 1.03               Incorporation by Reference of Trust Indenture Act..........................    6

      SECTION 1.04               Rules of Construction......................................................    6

      SECTION 1.05               No Personal Liability of Directors, Officers, Employees,
                                 Limited Partners and Shareholders..........................................    7

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

      SECTION 2.01               Amount Unlimited; Issuable in Series.......................................    7

      SECTION 2.02               Denominations..............................................................   10

      SECTION 2.03               Forms Generally............................................................   10

      SECTION 2.04               Execution, Authentication, Delivery and Dating.............................   11

      SECTION 2.05               Registrar and Paying Agent.................................................   12

      SECTION 2.06               Paying Agent to Hold Money in Trust........................................   13

      SECTION 2.07               Holder Lists...............................................................   13

      SECTION 2.08               Transfer and Exchange......................................................   13

      SECTION 2.09               Replacement Debt Securities................................................   14

      SECTION 2.10               Outstanding Debt Securities................................................   15

      SECTION 2.11               Original Issue Discount, Foreign-Currency Denominated and
                                 Treasury Debt Securities...................................................   15

      SECTION 2.12               Temporary Debt Securities..................................................   16

      SECTION 2.13               Cancellation...............................................................   16

      SECTION 2.14               Payments; Defaulted Interest...............................................   16

      SECTION 2.15               Persons Deemed Owners......................................................   17

      SECTION 2.16               Computation of Interest....................................................   17

      SECTION 2.17               Global Securities; Book-Entry Provisions...................................   17

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

      SECTION 3.01               Applicability of Article...................................................   19

      SECTION 3.02               Notice to the Trustee......................................................   19

      SECTION 3.03               Selection of Debt Securities To Be Redeemed................................   20

      SECTION 3.04               Notice of Redemption.......................................................   20
</TABLE>

                                     iii
<PAGE>

<TABLE>
<S>                                                                                                            <C>
      SECTION 3.05               Effect of Notice of Redemption.............................................   21

      SECTION 3.06               Deposit of Redemption Price................................................   21

      SECTION 3.07               Debt Securities Redeemed or Purchased in Part..............................   22

      SECTION 3.08               Purchase of Debt Securities................................................   22

      SECTION 3.09               Mandatory and Optional Sinking Funds.......................................   22

      SECTION 3.10               Satisfaction of Sinking Fund Payments with Debt Securities.................   22

      SECTION 3.11               Redemption of Debt Securities for Sinking Fund.............................   23

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

      SECTION 4.01               Payment of Debt Securities.................................................   23

      SECTION 4.02               Maintenance of Office or Agency............................................   24

      SECTION 4.03               SEC Reports; Financial Statements..........................................   24

      SECTION 4.04               Compliance Certificate.....................................................   25

      SECTION 4.05               Existence..................................................................   25

      SECTION 4.06               Waiver of Stay, Extension or Usury Laws....................................   25

      SECTION 4.07               Additional Amounts.........................................................   26

ARTICLE V             SUCCESSORS............................................................................   26

      SECTION 5.01               Limitations on Mergers and Consolidations..................................   26

      SECTION 5.02               Successor Person Substituted...............................................   27

ARTICLE VI            DEFAULTS AND REMEDIES.................................................................   27

      SECTION 6.01               Events of Default..........................................................   27

      SECTION 6.02               Acceleration...............................................................   29

      SECTION 6.03               Other Remedies.............................................................   30

      SECTION 6.04               Waiver of Defaults.........................................................   30

      SECTION 6.05               Control by Majority........................................................   30

      SECTION 6.06               Limitations on Suits.......................................................   31

      SECTION 6.07               Rights of Holders to Receive Payment.......................................   31

      SECTION 6.08               Collection Suit by Trustee.................................................   31

      SECTION 6.09               Trustee May File Proofs of Claim...........................................   32

      SECTION 6.10               Priorities.................................................................   32

      SECTION 6.11               Undertaking for Costs......................................................   33

ARTICLE VII           TRUSTEE...............................................................................   33

      SECTION 7.01               Duties of Trustee..........................................................   33
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                                            <C>
      SECTION 7.02               Rights of Trustee..........................................................   34

      SECTION 7.03               May Hold Debt Securities...................................................   35

      SECTION 7.04               Trustee's Disclaimer.......................................................   35

      SECTION 7.05               Notice of Defaults.........................................................   36

      SECTION 7.06               Reports by Trustee to Holders..............................................   36

      SECTION 7.07               Compensation and Indemnity.................................................   36

      SECTION 7.08               Replacement of Trustee.....................................................   37

      SECTION 7.09               Successor Trustee by Merger, etc...........................................   39

      SECTION 7.10               Eligibility; Disqualification..............................................   39

      SECTION 7.11               Preferential Collection of Claims Against the Partnership
                                 or a Subsidiary Guarantor..................................................   39

ARTICLE VIII          DISCHARGE OF INDENTURE; DEFEASANCE....................................................   40

      SECTION 8.01               Applicability of Article...................................................   40

      SECTION 8.02               Satisfaction and Discharge of Indenture; Defeasance........................   40

      SECTION 8.03               Conditions of Defeasance...................................................   41

      SECTION 8.04               Application of Trust Money.................................................   42

      SECTION 8.05               Repayment to Partnership...................................................   42

      SECTION 8.06               Indemnity for U.S. Government Obligations..................................   42

      SECTION 8.07               Reinstatement..............................................................   43

ARTICLE IX            SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................   43

      SECTION 9.01               Without Consent of Holders.................................................   43

      SECTION 9.02               With Consent of Holders....................................................   44

      SECTION 9.03               Compliance with Trust Indenture Act........................................   46

      SECTION 9.04               Revocation and Effect of Consents..........................................   46

      SECTION 9.05               Notation on or Exchange of Debt Securities.................................   47

      SECTION 9.06               Trustee to Sign Amendments, etc............................................   47

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

      SECTION 10.01              Guarantee..................................................................   48

      SECTION 10.02              Execution and Delivery of Guarantee........................................   50

      SECTION 10.03              Limitation on Liability of the Subsidiary Guarantors.......................   50

      SECTION 10.04              Release of Subsidiary Guarantors from Guarantee............................   50

      SECTION 10.05              Contribution...............................................................   51

ARTICLE XI            MISCELLANEOUS.........................................................................   51
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>                                                                                                            <C>
      SECTION 11.01              Trust Indenture Act Controls...............................................   51

      SECTION 11.02              Notices....................................................................   51

      SECTION 11.03              Communication by Holders with Other Holders................................   52

      SECTION 11.04              Certificate and Opinion as to Conditions Precedent.........................   53

      SECTION 11.05              Statements Required in Certificate or Opinion..............................   53

      SECTION 11.06              Rules by Trustee and Agents................................................   53

      SECTION 11.07              Legal Holidays.............................................................   53

      SECTION 11.08              Governing Law..............................................................   54

      SECTION 11.09              No Adverse Interpretation of Other Agreements..............................   54

      SECTION 11.10              Successors.................................................................   54

      SECTION 11.11              Severability...............................................................   54

      SECTION 11.12              Counterpart Originals......................................................   54

      SECTION 11.13              Table of Contents, Headings, etc...........................................   54
</TABLE>

                                       vi
<PAGE>

            INDENTURE dated as of January 18, 2005 among Energy Transfer
Partners, L.P., a Delaware limited partnership (the "Partnership"), the parties
identified as "subsidiary guarantors" on the signature pages hereto
(collectively, the "Subsidiary Guarantors"), and Wachovia Bank, National
Association, a national banking association, as trustee (the "Trustee").

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

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

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

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

            "Agent" means any Registrar or Paying Agent.

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

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

                                       1

<PAGE>

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

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

            "Corporate Trust Office of the Trustee" means the office of the
Trustee located at 5847 San Felipe, Suite 1050, Houston, Texas 77057, Attention:
Corporate Trust Group, and as may be located at such other address as the
Trustee may give notice to the Partnership and the Subsidiary Guarantors.

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

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

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

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

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

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

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

            "General Partner" means U.S. Propane, L.P., a Delaware limited
partnership, and its successors as general partner of the Partnership.

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

            "Government Obligations" means, with respect to a series of Debt
Securities, direct obligations of the government that issues the currency in
which the Debt Securities of the

                                       2

<PAGE>

series are payable for the payment of which the full faith and credit of such
government is pledged, or obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of such government, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
such government.

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

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

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

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

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

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

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

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

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

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

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

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

                                       3

<PAGE>

            "Partnership" means the Person named as the "Partnership" in the
first paragraph of this instrument until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Partnership" shall mean such successor Person; provided, however, that for
purposes of any provision contained herein which is required by the TIA,
"Partnership" shall also mean each other obligor (if any), other than a
Subsidiary Guarantor, on the Debt Securities of a series.

            "Partnership Order" and "Partnership Request" mean, respectively, a
written order or request signed in the name of the Partnership or each
Subsidiary Guarantor by two Officers of U.S. Propane, L.L.C. and delivered to
the Trustee.

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

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

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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

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

                                       4

<PAGE>

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

            "Subsidiary" means, with respect to any Person, any corporation,
association or business entity of which more than 50% of the total voting power
of the equity interests entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, or trustees thereof
or any partnership of which more than 50% of the partners' equity interests
(considering all partners' equity interests as a single class) is, in each case,
at the time owned or controlled, directly or indirectly, by such Person or one
or more Subsidiaries of such Person or combination thereof.

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

            "TIA" means the Trust Indenture Act of 1939, as amended, as in
effect on the date hereof; provided, however, that if the TIA is amended after
the date hereof, "TIA" means, to the extent required by any such amendment, the
TIA as so amended.

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

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

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

            "U.S. Propane, L.L.C." means U.S. Propane, L.L.C., a Delaware
limited liability company.

SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                  DEFINED IN
TERM                               SECTION
----                               -------
<S>                               <C>
"Agent Members" ................    2.17
"Bankruptcy Custodian" .........    6.01
"Conversion Event" .............    6.01
</TABLE>

                                       5

<PAGE>

<TABLE>
<S>                                   <C>
"covenant defeasance option" ......    8.01
"Event of Default" ................    6.01
"Exchange Rate" ...................    2.11
"Funding Guarantor" ...............   10.05
"Judgment Currency" ...............    6.10
"legal defeasance option" .........    8.01
"mandatory sinking fund payment"...    3.09
"optional sinking fund payment" ...    3.09
"Paying Agent" ....................    2.05
"Registrar" .......................    2.05
"Required Currency" ...............    6.10
"Successor" .......................    5.01
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

            "Commission" means the SEC.

            "indenture securities" means the Debt Securities.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04 Rules of Construction.

            Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

                                       6

<PAGE>

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

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

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

SECTION 1.05 No Personal Liability of Directors, Officers, Employees, Limited
             Partners and Shareholders.

            The Trustee, and each Holder of a Debt Security by its acceptance
thereof, will be deemed to have agreed in this Indenture that no director,
officer, employee, limited partner or shareholder, as such, of the Partnership
or the General Partner shall have any personal liability in respect of the
obligations of the Partnership and the Subsidiary Guarantors under this
Indenture or the Debt Securities issued hereunder by reason of his, her or its
status.

                                   ARTICLE II
                               THE DEBT SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

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

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

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

            (3) whether any Debt Securities of the series are to be issuable
      initially in temporary global form and whether any Debt Securities of the
      series are to be issuable in permanent global form, as Global Securities
      or otherwise, and, if so, whether beneficial

                                       7

<PAGE>

      owners of interests in any such Global Security may exchange such
      interests for Debt Securities of such series and of like tenor of any
      authorized form and denomination and the circumstances under which any
      such exchanges may occur, if other than in the manner provided in Section
      2.17, and the initial Depositary and Security Custodian, if any, for any
      Global Security or Securities of such series;

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

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

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

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

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

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

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

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

            (12) if other than Dollars, the currency or currencies (including
      composite currencies) or the form, including equity securities, other debt
      securities (including Debt Securities), warrants or any other securities
      or property of the Partnership, any Subsidiary Guarantor or any other
      Person, in which payment of the principal of, premium (if any)

                                       8

<PAGE>

      and interest on and any Additional Amounts with respect to the Debt
      Securities of the series shall be payable;

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

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

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

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

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

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

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

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

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

                                       9

<PAGE>

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

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

SECTION 2.02 Denominations.

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

SECTION 2.03 Forms Generally.

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

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

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

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

                                Wachovia Bank, National Association, as Trustee

                                By:
                                   --------------------------------------------
                                Authorized Signatory".

                                       10

<PAGE>

SECTION 2.04 Execution, Authentication, Delivery and Dating.

            Two Officers of U.S. Propane, L.L.C. shall sign the Debt Securities
on behalf of the Partnership and, with respect to the Guarantees of the Debt
Securities, an Officer of each Subsidiary Guarantor shall sign the Debt
Securities on behalf of such Subsidiary Guarantor, in each case by manual or
facsimile signature.

            If an Officer of U.S. Propane, L.L.C. or any Subsidiary Guarantor
whose signature is on a Debt Security no longer holds that office at the time
the Debt Security is authenticated, the Debt Security shall be valid
nevertheless.

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

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

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

            Each Debt Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

            The Partnership shall maintain an office or agency for each series
of Debt Securities where Debt Securities of such series may be presented for
registration of transfer or exchange ("Registrar") and an office or agency where
Debt Securities of such series may be

                                       12

<PAGE>

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

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

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

SECTION 2.06 Paying Agent to Hold Money in Trust.

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

SECTION 2.07 Holder Lists.

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

SECTION 2.08 Transfer and Exchange.

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

                                       13

<PAGE>

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

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

            Each Holder of a Debt Security agrees to indemnify the Partnership,
the Trustee and the Subsidiary Guarantors against any liability that may result
from the transfer, exchange or assignment of such Holder's Debt Securities in
violation of any provision of this Indenture and/ or applicable United States
Federal or state securities law.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Debt Security (including any transfers between or among Agent Members or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

SECTION 2.09 Replacement Debt Securities.

            If any mutilated Debt Security is surrendered to the Trustee, or if
the Holder of a Debt Security claims that the Debt Security has been destroyed,
lost or stolen and the Partnership and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of such Debt Security, the
Partnership shall issue, and the Subsidiary Guarantors shall execute and the
Trustee

                                       14

<PAGE>

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

            Every replacement Debt Security is an additional obligation of the
Partnership.

SECTION 2.10 Outstanding Debt Securities.

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

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

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

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

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

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

                                       15

<PAGE>

other obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Debt Securities that a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.

SECTION 2.12 Temporary Debt Securities.

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

SECTION 2.13 Cancellation.

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

SECTION 2.14 Payments; Defaulted Interest.

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

                                       16

<PAGE>

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

SECTION 2.15 Persons Deemed Owners.

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

SECTION 2.16 Computation of Interest.

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

SECTION 2.17 Global Securities; Book-Entry Provisions.

            If Debt Securities of a series are issuable in global form as a
Global Security, as contemplated by Section 2.01, then, notwithstanding clause
(11) of Section 2.01 and the provisions of Section 2.02, any such Global
Security shall represent such of the outstanding Debt Securities of such series
as shall be specified therein and may provide that it shall represent the
aggregate amount of outstanding Debt Securities from time to time endorsed
thereon and that the aggregate amount of outstanding Debt Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, transfers or redemptions. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
outstanding Debt Securities represented thereby shall be made by the Trustee (i)
in such manner and upon instructions given by such Person or Persons as shall be
specified in such Debt Security or in a Partnership Order to be delivered to the
Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with written
instructions or such other written form of instructions as is customary for the
Depositary for such Debt Security, from such Depositary or its nominee on behalf
of any Person having a beneficial interest in such Global Security. Subject to
the provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee
shall deliver and redeliver any Debt Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified in such
Debt Security or in the applicable Partnership Order. With respect to the Debt
Securities of any series that are represented by a Global Security, the
Partnership and the Subsidiary Guarantors authorize the execution and delivery
by the Trustee of a letter of representations or other similar agreement or
instrument in the form customarily

                                       17

<PAGE>

provided for by the Depositary appointed with respect to such Global Security.
Any Global Security may be deposited with the Depositary or its nominee, or may
remain in the custody of the Trustee or the Security Custodian therefor pursuant
to a FAST Balance Certificate Agreement or similar agreement between the Trustee
and the Depositary. If a Partnership Order has been, or simultaneously is,
delivered, any instructions by the Partnership with respect to endorsement or
delivery or redelivery of a Debt Security in global form shall be in writing but
need not comply with Section 11.05 and need not be accompanied by an Opinion of
Counsel.

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

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

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

                                       18

<PAGE>

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

            Neither the Partnership, any Subsidiary Guarantor nor the Trustee
will have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, Debt Securities by the Depositary, or for
maintaining, supervising or reviewing any records of the Depositary relating to
such Debt Securities. Neither the Partnership, any Subsidiary Guarantor nor the
Trustee shall be liable for any delay by the related Global Security Holder or
the Depositary in identifying the beneficial owners, and each such Person may
conclusively rely on, and shall be protected in relying on, instructions from
such Global Security Holder or the Depositary for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the Debt Securities to be issued). Neither the Trustee nor any agent shall
have any responsibility for any actions taken or not taken by the Depositary.

            The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Partnership and the Partnership or a Subsidiary
Guarantor delivers to the Trustee the Global Security together with written
instructions (which need not comply with Section 11.05 and need not be
accompanied by an Opinion of Counsel) with regard to the cancellation or
reduction in the principal amount of Debt Securities represented thereby,
together with the written statement contemplated by the last sentence of the
third paragraph of Section 2.04.

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

                                   ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

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

SECTION 3.02 Notice to the Trustee.

            If the Partnership elects to redeem Debt Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and the principal amount of Debt Securities of such series to be redeemed. The
Partnership shall so notify the Trustee at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee) by

                                       19

<PAGE>

delivering to the Trustee an Officers' Certificate stating that such redemption
will comply with the provisions of this Indenture and of the Debt Securities of
such series. Any such notice may be canceled at any time prior to the mailing of
such notice of such redemption to any Holder and shall thereupon be void and of
no effect.

SECTION 3.03 Selection of Debt Securities To Be Redeemed.

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

            The Trustee shall promptly notify the Partnership and the Registrar
in writing of the Debt Securities selected for redemption and, in the case of
any Debt Securities selected for partial redemption, the principal amount
thereof to be redeemed.

            For purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Debt Securities shall relate,
in the case of any of the Debt Securities redeemed or to be redeemed only in
part, to the portion of the principal amount thereof which has been or is to be
redeemed.

SECTION 3.04 Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Debt Securities to be redeemed, at the address of such
Holder appearing in the register of Debt Securities maintained by the Registrar.

            All notices of redemption shall identify the Debt Securities to be
redeemed and shall state:

            (1) the Redemption Date;

            (2) the Redemption Price;

            (3) that, unless the Partnership and the Subsidiary Guarantors
      default in making the redemption payment, interest on Debt Securities
      called for redemption ceases to accrue on and after the Redemption Date,
      and the only remaining right of the Holders of such Debt Securities is to
      receive payment of the Redemption Price upon surrender to the Paying Agent
      of the Debt Securities redeemed;

                                       20
<PAGE>

            (4) if any Debt Security is to be redeemed in part, the portion of
      the principal amount thereof to be redeemed and that on and after the
      Redemption Date, upon surrender for cancellation of such Debt Security to
      the Paying Agent, a new Debt Security or Debt Securities in the aggregate
      principal amount equal to the unredeemed portion thereof will be issued
      without charge to the Holder;

            (5) that Debt Securities called for redemption must be surrendered
      to the Paying Agent to collect the Redemption Price and the name and
      address of the Paying Agent;

            (6) that the redemption is for a sinking or analogous fund, if such
      is the case; and

            (7) the CUSIP number, if any, relating to such Debt Securities.

            Notice of redemption of Debt Securities to be redeemed at the
election of the Partnership shall be given by the Partnership or, at the
Partnership's written request, by the Trustee in the name and at the expense of
the Partnership.

SECTION 3.05 Effect of Notice of Redemption.

            Once notice of redemption is mailed, Debt Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Debt Securities called for
redemption shall be paid at the Redemption Price, but interest installments
whose maturity is on or prior to such Redemption Date will be payable on the
relevant Interest Payment Dates to the Holders of record at the close of
business on the relevant record dates specified pursuant to Section 2.01.

SECTION 3.06 Deposit of Redemption Price.

            On or prior to 10:00 a.m., New York City time, on any Redemption
Date, the Partnership or a Subsidiary Guarantor shall deposit with the Trustee
or the Paying Agent (or, if the Partnership or such Subsidiary Guarantor is
acting as the Paying Agent, segregate and hold in trust as provided in Section
2.06) an amount of money in same day funds sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on and any Additional Amounts with respect to, the Debt
Securities or portions thereof which are to be redeemed on that date, other than
Debt Securities or portions thereof called for redemption on that date which
have been delivered by the Partnership or a Subsidiary Guarantor to the Trustee
for cancellation.

            If the Partnership or a Subsidiary Guarantor complies with the
preceding paragraph, then, unless the Partnership and the Subsidiary Guarantors
default in the payment of such Redemption Price, interest on the Debt Securities
to be redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Debt Securities are presented for payment, and the Holders
of such Debt Securities shall have no further rights with respect to such Debt
Securities except for the right to receive the Redemption Price upon surrender
of such Debt Securities. If any Debt Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal, premium, if any,
any Additional Amounts, and, to the

                                       21
<PAGE>

extent lawful, accrued interest thereon shall, until paid, bear interest from
the Redemption Date at the rate specified pursuant to Section 2.01 or provided
in the Debt Securities or, in the case of Original Issue Discount Securities,
such Debt Securities' yield to maturity.

SECTION 3.07 Debt Securities Redeemed or Purchased in Part.

            Upon surrender to the Paying Agent of a Debt Security to be redeemed
in part, the Partnership and the Subsidiary Guarantors shall execute and the
Trustee shall authenticate and deliver to the Holder of such Debt Security
without service charge a new Debt Security or Debt Securities, of the same
series and of any authorized denomination as requested by such Holder in
aggregate principal amount equal to, and in exchange for, the unredeemed portion
of the principal of the Debt Security so surrendered that is not redeemed.

SECTION 3.08 Purchase of Debt Securities.

            Unless otherwise specified as contemplated by Section 2.01, the
Partnership, any Subsidiary Guarantor and any Affiliate of the Partnership or
any Subsidiary Guarantor may, subject to applicable law, at any time purchase or
otherwise acquire Debt Securities in the open market or by private agreement.
Any such acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Debt Securities. Any Debt
Securities purchased or acquired by the Partnership or a Subsidiary Guarantor
may be delivered to the Trustee and, upon such delivery, the indebtedness
represented thereby shall be deemed to be satisfied. Section 2.13 shall apply to
all Debt Securities so delivered.

SECTION 3.09 Mandatory and Optional Sinking Funds.

            The minimum amount of any sinking fund payment provided for by the
terms of Debt 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 Debt Securities of any series is herein referred to as an
"optional sinking fund payment." Unless otherwise provided by the terms of Debt
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.10. Each sinking fund payment
shall be applied to the redemption of Debt Securities of any series as provided
for by the terms of Debt Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Debt Securities.

            The Partnership or a Subsidiary Guarantor may deliver outstanding
Debt Securities of a series (other than any previously called for redemption)
and may apply as a credit Debt Securities of a series that have been redeemed
either at the election of the Partnership pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of such
series of Debt Securities; provided that such Debt Securities have not been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Debt

                                       22
<PAGE>

Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

SECTION 3.11 Redemption of Debt Securities for Sinking Fund.

            Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Debt Securities, the Partnership will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivery of or by crediting Debt Securities of that
series pursuant to Section 3.10 and will also deliver or cause to be delivered
to the Trustee any Debt Securities to be so delivered. Failure of the
Partnership to timely deliver or cause to be delivered such Officers'
Certificate and Debt Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute the election of the Partnership (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Debt Securities of such series in respect thereof
and (ii) that the Partnership will make no optional sinking fund payment with
respect to such series as provided in this Section 3.11.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Debt Securities)
or a lesser sum if the Partnership shall so request with respect to the Debt
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Debt Securities of
such series at the sinking fund redemption price together with accrued interest
to the date fixed for redemption. If such amount shall be $100,000 (or the
Dollar equivalent thereof as aforesaid) or less and the Partnership makes no
such request then it shall be carried over until a sum in excess of $100,000 (or
the Dollar equivalent thereof as aforesaid) is available. Not less than 30 days
before each such sinking fund payment date, the Trustee shall select the Debt
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.03 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Partnership in the manner provided in
Section 3.04. Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Sections
3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Debt Securities.

            The Partnership shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Debt Securities of
each series on the dates and in the manner provided in the Debt Securities of
such series and in this Indenture. Principal, premium, interest and any
Additional Amounts shall be considered paid on the date due if the Paying Agent
(other than the Partnership, a Subsidiary Guarantor or a Subsidiary) holds on
that date

                                       23
<PAGE>

money deposited by the Partnership or a Subsidiary Guarantor designated for and
sufficient to pay all principal, premium, interest and any Additional Amounts
then due.

            The Partnership shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium (if
any), at a rate equal to the then applicable interest rate on the Debt
Securities to the extent lawful; and it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and any Additional Amount (without regard to any
applicable grace period) at the same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

            The Partnership will maintain in each Place of Payment for any
series of Debt Securities an office or agency (which may be an office of the
Trustee, the Registrar or the Paying Agent) where Debt Securities of that series
may be presented for registration of transfer or exchange, where Debt Securities
of that series may be presented for payment and where notices and demands to or
upon the Partnership or a Subsidiary Guarantor in respect of the Debt Securities
of that series and this Indenture may be served. Unless otherwise designated by
the Partnership by written notice to the Trustee and the Subsidiary Guarantors,
such office or agency shall be the office of the Trustee in The City of New
York, which on the date hereof is located at One Penn Plaza, Suite 1414, New
York, New York 10119, Attention: Corporate Trust Group. The Partnership will
give prompt written notice to the Trustee and the Subsidiary Guarantors of the
location, and any change in the location, of such office or agency. If at any
time the Partnership shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee and the Subsidiary Guarantors with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.

            The Partnership may also from time to time designate one or more
other offices or agencies where the Debt Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Partnership of its obligation to
maintain an office or agency in each Place of Payment for Debt Securities of any
series for such purposes. The Partnership will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

SECTION 4.03 SEC Reports; Financial Statements.

                  (a) If the Partnership is subject to the requirements of
Section 13 or 15(d) of the Exchange Act, the Partnership shall file with the
Trustee, within 15 days after it is required to file the same with the SEC,
copies of the annual reports and the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that the Partnership is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. If this Indenture is
qualified under the TIA, but not otherwise, the Partnership and the Subsidiary
Guarantors shall also comply with the provisions of TIA Section 314(a). If the
Partnership is not subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Partnership shall file with the Trustee, within 15 days after
it

                                       24
<PAGE>

would have been required to file with the SEC, financial statements (and with
respect to annual reports, an auditor's report by a firm of established national
reputation) and a Management's Discussion and Analysis of Financial Condition
and Results of Operations, both comparable to what it would have been required
to file with the SEC had it been subject to the requirements of Section 13 or
15(d) of the Exchange Act. If the Partnership is required to furnish annual or
quarterly reports to its equity holders pursuant to the Exchange Act, it shall
file these reports with the Trustee. Delivery of such reports, information and
documents to the Trustee shall be for informational purposes only, and the
Trustee's receipt thereof shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Partnership's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates or certificates delivered pursuant to Section 4.04).

                  (b) If the Partnership is not subject to the requirements of
Section 13 or 15(d) of the Exchange Act, the Partnership shall furnish to all
Holders of Rule 144A Securities and prospective purchasers of Rule 144A
Securities designated by the Holders of Rule 144A Securities, promptly upon
their request, the information required to be delivered pursuant to Rule
144A(d)(4) promulgated under the Securities Act of 1933, as amended.

SECTION 4.04 Compliance Certificate.

                  (a) The Partnership shall deliver to the Trustee, within 120
days after the end of each fiscal year, a statement signed by an Officer of U.S.
Propane, L.L.C., which need not constitute an Officers' Certificate, complying
with TIA Section 314(a)(4) and stating that in the course of performance by the
signing Officer of his duties as such Officer of U.S. Propane, L.L.C., he would
normally obtain knowledge of the keeping, observing, performing and fulfilling
by the Partnership and the Subsidiary Guarantors of their obligations under this
Indenture, and further stating that to the best of his knowledge the Partnership
and the Subsidiary Guarantors have observed, performed and fulfilled each and
every covenant contained in this Indenture and are not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which such Officer may have knowledge and what
action the Partnership is taking or proposes to take with respect thereto).

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

SECTION 4.05 Existence.

            Subject to Article V, each of the Partnership and the Subsidiary
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence.

                                       25
<PAGE>

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

            Each of the Partnership and the Subsidiary Guarantors covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive it from paying all or any portion of the principal of or interest on the
Debt Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the
Partnership and the Subsidiary Guarantors hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

SECTION 4.07 Additional Amounts.

            If the Debt Securities of a series expressly provide for the payment
of Additional Amounts, the Partnership will pay to the Holder of any Debt
Security of such series Additional Amounts as expressly provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Debt
Security of any series or the net proceeds received from the sale or exchange of
any Debt Security of any series, such mention shall be deemed to include mention
of the payment of Additional Amounts provided for in this Section 4.07 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to the provisions of this Section 4.07 and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

            The Partnership shall not, in any transaction or series of
transactions, consolidate with or merge into any Person, or sell, lease, convey,
transfer or otherwise dispose of all or substantially all of its assets to any
Person, unless:

            (1) the Person formed by or resulting from any such consolidation or
      merger or to which such sale, lease, conveyance, transfer or other
      disposition shall be made (collectively, the "Successor"), is either the
      Partnership or expressly assumes by supplemental indenture, the due and
      punctual payment of the principal of, premium (if any) and interest on and
      any Additional Amounts with respect to all the Debt Securities and the
      performance of the Partnership's covenants and obligations under this
      Indenture and the Debt Securities;

            (2) the Successor is organized under the laws of the United States,
      any State thereof or the District of Columbia;

                                       26
<PAGE>

            (3) immediately after giving effect to such transaction or series of
      transactions, no Default or Event of Default shall have occurred and be
      continuing or would result therefrom; and

            (4) the Partnership, delivers to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that the transaction
      and any such supplemental indenture comply with this Indenture.

SECTION 5.02 Successor Person Substituted.

            Upon any consolidation or merger of the Partnership, or any sale,
lease, conveyance, transfer or other disposition of all or substantially all of
the assets of the Partnership in accordance with Section 5.01, the Successor
formed by such consolidation or merger or to which such sale, lease, conveyance,
transfer or other disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of the Partnership under this Indenture
and the Debt Securities with the same effect as if such Successor had been named
as the Partnership herein and the predecessor Partnership shall be released from
all obligations under this Indenture and the Debt Securities, except that no
such release shall occur in the case of any lease of all or substantially all of
the assets of the Partnership.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

            Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Debt Securities or in the form of Debt
Security for such series, an "Event of Default," wherever used herein with
respect to Debt Securities of any series, occurs if:

            (1) there is a default in the payment of interest on or any
      Additional Amounts with respect to any Debt Security of that series when
      the same becomes due and payable and such default continues for a period
      of 30 days;

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

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

            (4) there is a failure on the part of the Partnership, or if any
      series of Debt Securities outstanding under this Indenture is entitled to
      the benefits of a Guarantee by the Subsidiary Guarantors, any of the
      Subsidiary Guarantors, duly to observe or perform any other of the
      covenants or agreements on the part of the Partnership, or if applicable,
      any of the Subsidiary Guarantors, in the Debt Securities of that series,
      in any resolution of the Board of Directors authorizing the issuance of
      that series of Debt Securities, in this

                                       27
<PAGE>

      Indenture with respect to such series or in any supplemental Indenture
      with respect to such series (other than a default in the performance of a
      covenant which is specifically dealt with elsewhere in this Section 6.01),
      continuing for a period of 60 days after the date on which written notice
      specifying such failure shall have been given to the Partnership, or if
      applicable, the Subsidiary Guarantors, by the Trustee or to the
      Partnership, or if applicable, the Subsidiary Guarantors, and the Trustee
      by the Holders of at least 25% in aggregate principal amount of the Debt
      Securities of that series at the time outstanding;

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

                  (A) commences a voluntary case,

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

                  (C) consents to the appointment of a Bankruptcy Custodian of
            it or for all or substantially all of its property, or

                  (D) makes a general assignment for the benefit of its
            creditors;

            (6) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that remains unstayed and in effect for 60 days
      and that:

                  (A) is for relief against the Partnership or any Subsidiary
            Guarantor as debtor in an involuntary case,

                  (B) appoints a Bankruptcy Custodian of the Partnership or any
            Subsidiary Guarantor or a Bankruptcy Custodian for all or
            substantially all of the property of the Partnership or any
            Subsidiary Guarantor, or

                  (C) orders the liquidation of the Partnership or any
            Subsidiary Guarantor;

            (7) if any series of Debt Securities outstanding under this
      Indenture is entitled to the benefits of a Guarantee by the Subsidiary
      Guarantors, any of the Subsidiary Guarantors ceases to be in full force
      and effect with respect to Debt Securities of that series (except as
      otherwise provided in this Indenture) or is declared null and void or is
      found to be invalid in a judicial proceeding or any of the Subsidiary
      Guarantors (if applicable) denies or disaffirms its obligations under this
      Indenture or such Guarantee; or

            (8) any other Event of Default provided with respect to Debt
      Securities of that series occurs.

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

                                       28
<PAGE>

            The Trustee shall not be deemed to know or have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Debt Securities and
this Indenture.

            When a Default is cured, it ceases.

            Notwithstanding the foregoing provisions of this Section 6.01, if
the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Debt Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Partnership or a Subsidiary Guarantor for making payment
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Partnership or such Subsidiary Guarantor (a "Conversion
Event"), each of the Partnership and the Subsidiary Guarantors will be entitled
to satisfy its obligations to Holders of the Debt Securities by making such
payment in Dollars in an amount equal to the Dollar equivalent of the amount
payable in such other currency, as determined by the Partnership or the
Subsidiary Guarantor making such payment, as the case may be, by reference to
the Exchange Rate on the date of such payment, or, if such rate is not then
available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

            Promptly after the occurrence of a Conversion Event, the Partnership
or a Subsidiary Guarantor shall give written notice thereof to the Trustee; and
the Trustee, promptly after receipt of such notice, shall give notice thereof in
the manner provided in Section 11.02 to the Holders. Promptly after the making
of any payment in Dollars as a result of a Conversion Event, the Partnership or
the Subsidiary Guarantor making such payment, as the case may be, shall give
notice in the manner provided in Section 11.02 to the Holders, setting forth the
applicable Exchange Rate and describing the calculation of such payments.

            A Default under clause (4) of this Section 6.01 is not an Event of
Default until the Trustee notifies the Partnership, or the Holders of at least
25% in principal amount of the then outstanding Debt Securities of the series
affected by such Default notify the Partnership and the Trustee, of the Default,
and the Partnership or the applicable Subsidiary Guarantor, as the case may be,
fails to cure the Default within 60 days after receipt of the notice. The notice
must specify the Default, demand that it be remedied and state that the notice
is a "Notice of Default."

SECTION 6.02 Acceleration.

            If an Event of Default with respect to any Debt Securities of any
series at the time outstanding (other than an Event of Default specified in
clause (5) or (6) of Section 6.01) occurs and is continuing, the Trustee by
notice to the Partnership, or the Holders of at least 25% in principal amount of
the then outstanding Debt Securities of the series affected by such Event of
Default (or, in the case of an Event of Default described in clause (4) of
Section 6.01, if outstanding Debt Securities of other series are affected by
such Event of Default, then at least 25% in principal amount of the then
outstanding Debt Securities so affected) by notice to the

                                       29
<PAGE>

Partnership and the Trustee, may, and the Trustee at the request of such Holders
shall, declare the principal of (or, if any such Debt Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series), premium, if any, on and all accrued and
unpaid interest on all then outstanding Debt Securities of such series or of all
series, as the case may be, to be due and payable. Upon any such declaration,
the amounts due and payable on the Debt Securities shall be due and payable
immediately. If an Event of Default specified in clause (5) or (6) of Section
6.01 hereof occurs, such amounts shall ipso facto become and be immediately due
and payable without any declaration, notice or other act on the part of the
Trustee or any Holder. The Holders of a majority in principal amount of the then
outstanding Debt Securities of the series affected by such Event of Default by
written notice to the Trustee may rescind an acceleration and its consequences
(other than nonpayment of principal of or premium or interest on or any
Additional Amounts with respect to the Debt Securities) if the rescission would
not conflict with any judgment or decree of a court of competent jurisdiction
and if all existing Events of Default with respect to Debt Securities of that
series have been cured or waived, except nonpayment of principal, premium,
interest or any Additional Amounts that has become due solely because of the
acceleration.

SECTION 6.03 Other Remedies.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal of, or premium,
if any, or interest on the Debt Securities or to enforce the performance of any
provision of the Debt Securities or this Indenture.

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

SECTION 6.04 Waiver of Defaults.

            Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Debt Securities of any series or of all
series (acting as one class) by notice to the Trustee may waive an existing or
past Default or Event of Default with respect to such series and its
consequences (including waivers obtained in connection with a tender offer or
exchange offer for Debt Securities of such series or all series or a
solicitation of consents in respect of Debt Securities of such series or all
series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Debt Securities of such series or all series (but
the terms of such offer or solicitation may vary from series to series)), except
(1) a continuing Default or Event of Default in the payment of the principal of,
or premium, if any, or interest on or any Additional Amounts with respect to any
Debt Security or (2) a continued Default in respect of a provision that under
Section 9.02 cannot be amended or supplemented without the consent of each
Holder affected. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

                                       30
<PAGE>

SECTION 6.05 Control by Majority.

            With respect to Debt Securities of any series, the Holders of a
majority in principal amount of the then outstanding Debt Securities of such
series may direct in writing the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to Debt Securities of such series. However,
the Trustee may refuse to follow any direction that conflicts with applicable
law or this Indenture, that the Trustee determines is unduly prejudicial to the
rights of other Holders, or that would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion from Holders directing the Trustee
against all losses and expenses caused by taking or not taking such action.

SECTION 6.06 Limitations on Suits.

            Subject to Section 6.07 hereof, a Holder of a Debt Security of any
series may pursue a remedy with respect to this Indenture or the Debt Securities
of such series only if:

            (1) the Holder has previously given to the Trustee written notice of
      a continuing Event of Default with respect to such series;

            (2) the Holders of at least 25% in principal amount of the then
      outstanding Debt Securities of such series have made a written request to
      the Trustee to pursue the remedy;

            (3) such Holder or Holders have offered to the Trustee security or
      indemnity satisfactory to the Trustee against any cost, liability or
      expense;

            (4) the Trustee has not complied with the request within 60 days
      after receipt of the request and the offer of security or indemnity; and

            (5) during such 60-day period the Holders of a majority in principal
      amount of the Debt Securities of that series have not given the Trustee a
      direction that, in the opinion of the Trustee, is inconsistent with the
      request.

            A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07 Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Debt Security to receive payment of principal of and premium, if
any, and interest on and any Additional Amounts with respect to the Debt
Security, on or after the respective due dates expressed in the Debt Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates, is absolute and unconditional and shall not be impaired or
affected without the consent of the Holder.

                                       31
<PAGE>

SECTION 6.08 Collection Suit by Trustee.

            If an Event of Default specified in clause (1) or (2) of Section
6.01 hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the
Partnership or a Subsidiary Guarantor for the amount of principal, premium (if
any), interest and any Additional Amounts remaining unpaid on the Debt
Securities of the series affected by the Event of Default, and interest on
overdue principal and premium, if any, and, to the extent lawful, interest on
overdue interest, and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

            The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Partnership or a Subsidiary Guarantor or their respective
creditors or properties and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable on any such
claims and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Debt Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any Holder thereof,
or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.

SECTION 6.10 Priorities.

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

            First: to the Trustee for amounts due under Section 7.07;

            Second: to Holders for amounts due and unpaid on the Debt Securities
      in respect of which or for the benefit of which such money has been
      collected, for principal, premium (if any), interest and any Additional
      Amounts ratably, without preference or

                                       32
<PAGE>

      priority of any kind, according to the amounts due and payable on such
      Debt Securities for principal, premium (if any), interest and any
      Additional Amounts, respectively; and

            Third: to the Partnership.

            The Trustee, upon prior written notice to the Partnership, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

            To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Partnership or a Subsidiary
Guarantor in any court it is necessary to convert the sum due in respect of the
principal of, premium (if any) or interest on or Additional Amounts with respect
to the Debt Securities of any series (the "Required Currency") into a currency
in which a judgment will be rendered (the "Judgment Currency"), the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the Business Day in The City of New York
next preceding that on which final judgment is given. Neither the Partnership,
any Subsidiary Guarantor nor the Trustee shall be liable for any shortfall nor
shall it benefit from any windfall in payments to Holders of Debt Securities
under this Section 6.10 caused by a change in exchange rates between the time
the amount of a judgment against it is calculated as above and the time the
Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 6.10 to Holders of Debt Securities, but payment of
such judgment shall discharge all amounts owed by the Partnership and the
Subsidiary Guarantors on the claim or claims underlying such judgment.

SECTION 6.11 Undertaking for Costs.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Debt Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in such exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

                  (b) Except during the continuance of an Event of Default with
respect to the Debt Securities of any series:

                                       33
<PAGE>

                  (1) the Trustee need perform only those duties that are
            specifically set forth in this Indenture and no others, and no
            implied covenants or obligations shall be read into this Indenture
            against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture. However, the Trustee shall examine such
            certificates and opinions to determine whether, on their face, they
            appear to conform to the requirements of this Indenture.

                  (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of Section
            7.01(b);

                  (2) the Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer, unless it is proved
            that the Trustee was negligent in ascertaining the pertinent facts;
            and

                  (3) the Trustee shall not be liable with respect to any action
            it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 6.05.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
the provisions of this Section 7.01.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives security
or indemnity satisfactory to the Trustee against any cost, liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Partnership
and the Subsidiary Guarantors. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law. All money
received by the Trustee shall, until applied as herein provided, be held in
trust for the payment of the principal of, premium (if any) and interest on and
Additional Amounts with respect to the Debt Securities.

SECTION 7.02 Rights of Trustee.

                  (a) The Trustee may conclusively rely on any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require instruction, an Officers' Certificate or an Opinion of Counsel or both
to be provided. In the

                                       34
<PAGE>

absence of bad faith on the part of the Trustee, the Trustee shall not be liable
for any action it takes or omits to take in reliance on such instruction,
Officers' Certificate or Opinion of Counsel. The Trustee may consult at the
Partnership's expense with counsel of its selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.

                  (c) The Trustee may execute any of the trusts or powers
hereunder, perform any duties hereunder or otherwise act through agents or
attorneys and shall not be responsible for the misconduct or negligence of any
agent or attorney appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Partnership or any Subsidiary
Guarantor shall be sufficient if signed by an Officer of U.S. Propane, L.L.C.

                  (f) The Trustee shall not be obligated to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document.

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

                  (h) The Trustee may request that the Partnership deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

SECTION 7.03 May Hold Debt Securities.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Debt Securities and may make loans to, accept deposits from,
perform services for and otherwise deal with the Partnership, any Subsidiary
Guarantor or any of their respective Affiliates with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights and
duties. However, the Trustee is subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Debt Securities, it shall not be accountable for the
Partnership's use of the proceeds from the Debt Securities or any money paid to
the Partnership or any Subsidiary

                                       35
<PAGE>

Guarantor or upon the Partnership's or such Subsidiary Guarantor's direction
under any provision hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Debt Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

            If a Default or Event of Default with respect to the Debt Securities
of any series occurs and is continuing and it is known to the Trustee, the
Trustee shall mail to Holders of Debt Securities of such series a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium (if any)
and interest on and Additional Amounts or any sinking fund installment with
respect to the Debt Securities of such series, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Holders of Debt
Securities of such series.

SECTION 7.06 Reports by Trustee to Holders.

            Within 60 days after each September 15 of each year after the
execution of this Indenture, the Trustee shall mail to Holders of a series, the
Subsidiary Guarantors and the Partnership a brief report dated as of such
reporting date that complies with TIA Section 313(a); provided, however, that if
no event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date with respect to a series, no report need be
transmitted to Holders of such series. The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports if and as
required by TIA Sections 313(c) and 313(d).

            A copy of each report at the time of its mailing to Holders of a
series of Debt Securities shall be filed by the Partnership or a Subsidiary
Guarantor with the SEC and each securities exchange, if any, on which the Debt
Securities of such series are listed. The Partnership shall notify the Trustee
if and when any series of Debt Securities is listed on any securities exchange.

SECTION 7.07 Compensation and Indemnity.

            The Partnership agrees to pay to the Trustee for its acceptance of
this Indenture and services hereunder such compensation as the Partnership and
the Trustee shall from time to time agree in writing. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Partnership agrees to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

            The Partnership hereby indemnifies the Trustee and any predecessor
Trustee against any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Partnership and

                                       36
<PAGE>

the Subsidiary Guarantors promptly of any claim for which it may seek indemnity.
The Partnership shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Partnership shall pay the
reasonable fees and expenses of such counsel. The Partnership need not pay for
any settlement made without its consent.

            The Partnership shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

            To secure the payment obligations of the Partnership in this Section
7.07, the Trustee shall have a lien prior to the Debt Securities on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, premium (if any) and interest on and any Additional Amounts with
respect to particular Debt Securities of any series. Such lien and the
Partnership's obligations under this Section 7.07 shall survive the satisfaction
and discharge of this Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

            The Trustee may resign and be discharged at any time with respect to
the Debt Securities of one or more series by so notifying the Partnership and
the Subsidiary Guarantors. The Holders of a majority in principal amount of the
then outstanding Debt Securities of any series may remove the Trustee with
respect to the Debt Securities of such series by so notifying the Trustee, the
Partnership and the Subsidiary Guarantors. The Partnership may remove the
Trustee if:

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

            (2) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (3) a Bankruptcy Custodian or public officer takes charge of the
      Trustee or its property; or

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Debt Securities of one or
more series, the Partnership shall promptly appoint a successor Trustee or
Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Debt Securities of any particular
series). Within one year after

                                       37
<PAGE>

the successor Trustee with respect to the Debt Securities of any series takes
office, the Holders of a majority in principal amount of the Debt Securities of
such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Partnership.

            If a successor Trustee with respect to the Debt Securities of any
series does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the
Partnership), the Partnership, any Subsidiary Guarantor or the Holders of at
least 10% in principal amount of the then outstanding Debt Securities of such
series may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Debt Securities of such series.

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

            In case of the appointment of a successor Trustee with respect to
all Debt Securities, each such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee, to the Partnership and to
the Subsidiary Guarantors. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the retiring Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.

            In case of the appointment of a successor Trustee with respect to
the Debt Securities of one or more (but not all) series, the Partnership, the
Subsidiary Guarantors, the retiring Trustee and each successor Trustee with
respect to the Debt Securities of one or more (but not all) series shall execute
and deliver an indenture supplemental hereto in which each successor Trustee
shall accept such appointment and that (1) shall confer to each successor
Trustee all the rights, powers and duties of the retiring Trustee with respect
to the Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, shall confirm that all the rights, powers and
duties of the retiring Trustee with respect to the Debt Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee. Nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, and each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee. Upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee
shall have all the rights, powers and duties of the retiring Trustee with
respect to the Debt Securities of that or those series to which the appointment
of such successor Trustee relates. On request of the Partnership or any
successor Trustee, such retiring Trustee shall transfer to such successor
Trustee all property held by such retiring Trustee as Trustee with respect to
the Debt Securities of that or those series to which the appointment of such
successor Trustee relates.

                                       38
<PAGE>

Such retiring Trustee shall, however, have the right
to deduct its unpaid fees and expenses, including attorneys' fees.

      Notwithstanding replacement of the Trustee or Trustees pursuant to this
Section 7.08, the obligations of the Partnership under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

      Subject to Section 7.10, if the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act shall be
the successor Trustee; provided, however, that in the case of a transfer of all
or substantially all of its corporate trust business to another corporation, the
transferee corporation expressly assumes all of the Trustee's liabilities
hereunder.

      In case any Debt Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Debt Securities so authenticated; and in case at that time any of
the Debt Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Debt Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Debt Securities or in this Indenture provided that the certificate of the
Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

      There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States, any State thereof or the District of Columbia and
authorized under such laws to exercise corporate trust power, shall be subject
to supervision or examination by federal or state (or the District of Columbia)
authority and shall have, or be a subsidiary of a bank or bank holding company
having, a combined capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

      The Indenture shall always have a Trustee who satisfies the requirements
of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to
and shall comply with the provisions of TIA Section 310(b) during the period of
time required by this Indenture. Nothing in this Indenture shall prevent the
Trustee from filing with the SEC the application referred to in the penultimate
paragraph of TIA Section 310(b).

SECTION 7.11 Preferential Collection of Claims Against the Partnership or a
             Subsidiary Guarantor.

      The Trustee is subject to and shall comply with the provisions of TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.

                                       39

<PAGE>

                                  ARTICLE VIII
                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01 Applicability of Article.

      The provisions of this Article VIII relating to either the satisfaction
and discharge or the defeasance of Debt Securities shall be applicable to each
series of Debt Securities except as otherwise specified pursuant to Section 2.01
for Debt Securities of such series.

SECTION 8.02 Satisfaction and Discharge of Indenture; Defeasance.

      (a) If at any time the Partnership shall have delivered to the Trustee for
cancellation all Debt Securities of any series theretofore authenticated and
delivered (other than any Debt Securities of such series that shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.09 and Debt Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Partnership as provided in
Section 8.05) or all Debt Securities of such series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable at their Stated Maturity within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Partnership shall
deposit with the Trustee as trust funds the entire amount in the currency in
which such Debt Securities are denominated (except as otherwise provided
pursuant to Section 2.01) sufficient to pay at Stated Maturity or upon
redemption all Debt Securities of such series not theretofore delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due on such date of Stated Maturity or Redemption Date, as the
case may be, and if in either case the Partnership shall also pay or cause to be
paid all other sums then due and payable hereunder by the Partnership with
respect to the Debt Securities of such series, then this Indenture shall cease
to be of further effect with respect to the Debt Securities of such series, and
the Trustee, on demand of the Partnership accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Partnership, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to the Debt Securities of such series.

      (b) Subject to Sections 8.02(c), 8.03 and 8.07, the Partnership at any
time may terminate, with respect to Debt Securities of a particular series, all
its obligations under the Debt Securities of such series and this Indenture with
respect to the Debt Securities of such series ("legal defeasance option") or the
operation of (x) any covenant made applicable to such Debt Securities pursuant
to Section 2.01, (y) Sections 6.01(4), (7) and (8) (except to the extent
covenants or agreements referenced in Section 6.01(4) remain applicable) and (z)
as they relate to the Subsidiary Guarantors only, Sections 6.01(5) and (6)
("covenant defeasance option"). If the Partnership exercises either its legal
defeasance option or its covenant defeasance obligation, each Guarantee will
terminate with respect to that series of Debt Securities and be automatically
released and discharged and any security that may have been granted in respect
of such series shall be automatically released. The Partnership may exercise its
legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.

                                       40

<PAGE>

      If the Partnership exercises its legal defeasance option, payment of the
Debt Securities of the defeased series may not be accelerated because of an
Event of Default. If the Partnership exercises its covenant defeasance option,
payment of the Debt Securities of the defeased series may not be accelerated
because of an Event of Default specified in Sections 6.01(4), (7) and (8) and,
with respect to the Guarantors only, Sections 6.01(5) and (6) (except to the
extent covenants or agreements referenced in Section 6.01(4) remain applicable).

      Upon satisfaction of the conditions set forth herein and upon request of
the Partnership, the Trustee shall acknowledge in writing the discharge of those
obligations that the Partnership terminates.

      (c) Notwithstanding clauses (a) and (b) above, the Partnership's
obligations in Sections 2.05, 2.08, 2.09, 4.02, 4.07, 7.07, 8.05, 8.06 and 8.07
shall survive until the Debt Securities of the defeased series have been paid in
full. Thereafter, the Partnership's obligations in Sections 7.07, 8.05 and 8.06
shall survive.

SECTION 8.03 Conditions of Defeasance.

      The Partnership may exercise its legal defeasance option or its covenant
defeasance option with respect to Debt Securities of a particular series only
if:

      (a) the Partnership irrevocably deposits in trust with the Trustee money,
U.S. Government Obligations or a combination thereof for the payment of
principal of, and premium, if any, and interest on, the Debt Securities of such
series to Stated Maturity or redemption, as the case may be;

      (b) the Partnership delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due and without reinvestment on
the deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, if any, and interest when due on all
the Debt Securities of such series to Stated Maturity or redemption, as the case
may be;

      (c) 91 days pass after the deposit is made and during the 91-day period no
Default specified in Section 6.01(5) or (6) with respect to the Partnership
occurs which is continuing at the end of the period;

      (d) no Default has occurred and is continuing on the date of such deposit
and after giving effect thereto;

      (e) the deposit does not constitute a default under any other agreement
binding on the Partnership;

      (f) the Partnership delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

                                       41

<PAGE>

      (g) in the event of the legal defeasance option, the Partnership shall
have delivered to the Trustee an Opinion of Counsel stating that the Partnership
has received from the Internal Revenue Service a ruling, or since the date of
this Indenture there has been a change in the applicable Federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of Debt Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred;

      (h) in the event of the covenant defeasance option, the Partnership shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred; and

      (i) the Partnership delivers to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent to the
defeasance and discharge of the Debt Securities of such series as contemplated
by this Article VIII have been complied with.

      Before or after a deposit, the Partnership may make arrangements
satisfactory to the Trustee for the redemption of Debt Securities of such series
at a future date in accordance with Article III.

SECTION 8.04 Application of Trust Money.

      Subject to Section 8.05, the Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this Article VIII. It shall
apply the deposited money and the money from U.S. Government Obligations through
any paying agent and in accordance with this Indenture to the payment of
principal of, and premium, if any, and interest on, the Debt Securities of the
defeased series.

SECTION 8.05 Repayment to Partnership.

      The Trustee and any paying agent shall promptly turn over to the
Partnership upon request any excess money or securities held by them at any
time.

      Subject to any applicable abandoned property law, the Trustee and any
paying agent shall pay to the Partnership upon request any money held by them
for the payment of principal, premium or interest that remains unclaimed for two
years, and, thereafter, Holders entitled to such money must look to the
Partnership for payment as general creditors.

SECTION 8.06 Indemnity for U.S. Government Obligations.

      The Partnership shall pay and shall indemnify the Trustee and the Holders
against any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or the principal and interest received on such U.S.
Government Obligations.

                                       42

<PAGE>

SECTION 8.07 Reinstatement.

      If the Trustee or any paying agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article VIII by reason of any
legal proceeding or by reason of any order or judgment of any court or
government authority enjoining, restraining or otherwise prohibiting such
application, the Partnership's obligations under this Indenture and the Debt
Securities of the defeased series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or any paying agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII.

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

      The Partnership, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Debt Securities or waive any provision hereof
or thereof without the consent of any Holder:

      (1) to cure any ambiguity, omission, defect or inconsistency;

      (2) to comply with Section 5.01;

      (3) to provide for uncertificated Debt Securities in addition to or in
   place of certificated Debt Securities, or to provide for the issuance of
   bearer Debt Securities (with or without coupons);

      (4) to provide for the addition of any Subsidiary as a Subsidiary
   Guarantor, or to reflect the release of any Subsidiary Guarantor, in either
   case as provided in this Indenture;

      (5) to provide any security for any series of Debt Securities or the
   related Guarantees;

      (6) to comply with any requirement in order to effect or maintain the
   qualification of this Indenture under the TIA;

      (7) to add to the covenants of the Partnership or any Subsidiary Guarantor
   for the benefit of the Holders of all or any series of Debt Securities (and
   if such covenants are to be for the benefit of less than all series of Debt
   Securities, stating that such covenants are expressly being included solely
   for the benefit of such series), or to surrender any right or power herein
   conferred upon the Partnership or any Subsidiary Guarantor;

                                       43

<PAGE>

      (8) to add any additional Events of Default with respect to all or any
   series of the Debt Securities (and, if any Event of Default is applicable to
   less than all series of Debt Securities, specifying the series to which such
   Event of Default is applicable);

      (9) to change or eliminate any of the provisions of this Indenture;
   provided that any such change or elimination shall become effective only when
   there is no outstanding Debt Security of any series created prior to the
   execution of such amendment or supplemental indenture that is adversely
   affected by such change in or elimination of such provision;

      (10) to establish the form or terms of Debt Securities of any series as
   permitted by Section 2.01;

      (11) to supplement any of the provisions of this Indenture to such extent
   as shall be necessary to permit or facilitate the defeasance and discharge of
   any series of Debt Securities pursuant to Article VIII; provided, however,
   that any such action shall not adversely affect the rights of the Holders of
   Debt Securities of such series or any other series of Debt Securities in any
   material respect; or

      (12) to evidence and provide for the acceptance of appointment hereunder
   by a successor Trustee with respect to the Debt Securities of one or more
   series and to add to or change any of the provisions of this Indenture as
   shall be necessary to provide for or facilitate the administration of the
   trusts hereunder by more than one Trustee, pursuant to the requirements of
   Section 7.08.

      Upon the request of the Partnership, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Partnership and the
Subsidiary Guarantors in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.

SECTION 9.02 With Consent of Holders.

      Except as provided below in this Section 9.02, the Partnership, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture
with the written consent (including consents obtained in connection with a
tender offer or exchange offer for Debt Securities of any one or more series or
all series or a solicitation of consents in respect of Debt Securities of any
one or more series or all series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Debt Securities of each
such series (but the terms of such offer or solicitation may vary from series to
series)) of the Holders of at least a majority in principal amount of the then
outstanding Debt Securities of each series affected by such amendment or
supplement.

      Upon the request of the Partnership, accompanied by a Board Resolution,
and upon the filing with the Trustee of evidence of the consent of the Holders
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to

                                       44

<PAGE>

Section 9.06, join with the Partnership and the Subsidiary Guarantors in the
execution of such amendment or supplemental indenture.

      It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

      The Holders of a majority in principal amount of the then outstanding Debt
Securities of one or more series or of all series may waive compliance in a
particular instance by the Partnership or any Subsidiary Guarantor with any
provision of this Indenture with respect to Debt Securities of such series
(including waivers obtained in connection with a tender offer or exchange offer
for Debt Securities of such series or a solicitation of consents in respect of
Debt Securities of such series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Debt Securities of such
series (but the terms of such offer or solicitation may vary from series to
series)).

      However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

      (1) reduce the percentage in principal amount of Debt Securities whose
   Holders must consent to an amendment, supplement or waiver;

      (2) reduce the rate of or extend the time for payment of interest,
   including default interest, on any Debt Security;

      (3) reduce the principal of, any premium on or any mandatory sinking fund
   payment with respect to, or change the Stated Maturity of, any Debt Security
   or reduce the amount of the principal of an Original Issue Discount Security
   that would be due and payable upon a declaration of acceleration of the
   Maturity thereof pursuant to Section 6.02;

      (4) reduce the premium, if any, payable upon the redemption of any Debt
   Security or change the time at which any Debt Security may or shall be
   redeemed;

      (5) change any obligation of the Partnership or any Subsidiary Guarantor
   to pay Additional Amounts with respect to any Debt Security;

      (6) change the coin or currency or currencies (including composite
   currencies) in which any Debt Security or any premium, interest or Additional
   Amounts with respect thereto are payable;

      (7) impair the right of any Holder to receive payment of principal of and
   premium, if any, and interest on or any Additional Amounts with respect to
   such Holder's Debt Securities or to institute suit for the enforcement of any
   payment of principal of, premium (if any) or interest on or any Additional
   Amounts with respect to such Holder's Debt Securities pursuant to Sections
   6.07 and 6.08, except as limited by Section 6.06;

                                       45

<PAGE>

      (8) make any change in the percentage of principal amount of Debt
   Securities necessary to waive compliance with certain provisions of this
   Indenture pursuant to Section 6.04 or 6.07 or make any change in this
   sentence of Section 9.02;

      (9) waive a continuing Default or Event of Default in the payment of
   principal of, premium (if any) or interest on or Additional Amounts with
   respect to the Debt Securities;

      (10) release any security that may have been granted in respect of any
   Debt Securities other than in accordance with this Indenture; or

      (11) release the Guarantee of any Subsidiary Guarantor other than in
   accordance with this Indenture or modify the Guarantee in any manner adverse
   to the Holders.

      A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Debt Securities, or which modifies
the rights of the Holders of Debt Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Debt Securities of any other series.

      The right of any Holder to participate in any consent required or sought
pursuant to any provision of this Indenture (and the obligation of the
Partnership or any Subsidiary Guarantor to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that such Holder
shall have been the Holder of record of any Debt Securities with respect to
which such consent is required or sought as of a date identified by the
Partnership or such Subsidiary Guarantor in a notice furnished to Holders in
accordance with the terms of this Indenture.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Partnership shall mail to the Holders of each Debt Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Partnership to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Debt Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of a Debt Security or portion of a Debt Security that evidences the same debt as
the consenting Holder's Debt Security, even if notation of the consent is not
made on any Debt Security. However, any such Holder or subsequent Holder may
revoke the consent as to his or her Debt Security or portion of a Debt Security
if the Trustee receives written notice of revocation before a date and time

                                       46

<PAGE>

therefor identified by the Partnership or any Subsidiary Guarantor in a notice
furnished to such Holder in accordance with the terms of this Indenture or, if
no such date and time shall be identified, the date the amendment, supplement or
waiver becomes effective. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.

      The Partnership or any Subsidiary Guarantor may, but shall not be
obligated to, fix a record date (which need not comply with TIA Section 316(c))
for the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver or to take any other action under this Indenture. If a
record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after
such record date unless consents from Holders of the principal amount of Debt
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

      After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it is of the type described in any of clauses (1) through
(10) of Section 9.02 hereof. In such case, the amendment, supplement or waiver
shall bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Debt Security.

SECTION 9.05 Notation on or Exchange of Debt Securities.

      If an amendment or supplement changes the terms of an outstanding Debt
Security, the Partnership may require the Holder of the Debt Security to deliver
it to the Trustee. The Trustee may place an appropriate notation on the Debt
Security at the request of the Partnership regarding the changed terms and
return it to the Holder. Alternatively, if the Partnership so determines, the
Partnership in exchange for the Debt Security shall issue, and the Subsidiary
Guarantors shall execute and the Trustee shall authenticate, a new Debt Security
that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Debt Security shall not affect the validity of such amendment or
supplement.

      Debt Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

      The Trustee shall sign any amendment or supplement authorized pursuant to
this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive indemnity
satisfactory to it, and, subject to Section 7.01 hereof, shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
provided at the expense of the

                                       47

<PAGE>

Partnership or a Subsidiary Guarantor as conclusive evidence that such amendment
or supplement is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the
Partnership and the Subsidiary Guarantors in accordance with its terms.

                                    ARTICLE X
                                    GUARANTEE

SECTION 10.01 Guarantee.

            (a) Notwithstanding any provision of this Article X to the contrary,
the provisions of this Article X relating to the Subsidiary Guarantors shall be
applicable only to, and inure solely to the benefit of, the Debt Securities of
any series designated, pursuant to Section 2.01, as entitled to the benefits of
the Guarantee of each of the Subsidiary Guarantors.

            (b) For value received, each of the Subsidiary Guarantors hereby
fully, unconditionally and absolutely guarantees (the "Guarantee") to the
Holders and to the Trustee the due and punctual payment of the principal of, and
premium, if any, and interest on the Debt Securities and all other amounts due
and payable under this Indenture and the Debt Securities by the Partnership,
when and as such principal, premium, if any, and interest shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, according to the terms of the Debt Securities and
this Indenture, subject to the limitations set forth in Section 10.03.

            (c) Failing payment when due of any amount guaranteed pursuant to
the Guarantee, for whatever reason, each of the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately. The Guarantee
hereunder is intended to be a general, unsecured, senior obligation of each of
the Subsidiary Guarantors and will rank pari passu in right of payment with all
Debt of such Subsidiary Guarantor that is not, by its terms, expressly
subordinated in right of payment to the Guarantee. Each of the Subsidiary
Guarantors hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Debt Securities, the Guarantee (including the Guarantee of
any Subsidiary Guarantor) or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Debt Securities
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Partnership or any Subsidiary Guarantor, or any action to enforce
the same or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of the Subsidiary Guarantors. Each of the
Subsidiary Guarantors hereby agrees that in the event of a default in payment of
the principal of, or premium, if any, or interest on the Debt Securities,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise, legal proceedings may be instituted by the Trustee on
behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms
and conditions set forth in this Indenture, directly against such Subsidiary
Guarantor to enforce the Guarantee without first proceeding against the
Partnership or any other Subsidiary Guarantor.

            (d) The obligations of each of the Subsidiary Guarantors under this
Article X shall be as aforesaid full, unconditional and absolute and shall not
be impaired,

                                       48
<PAGE>

modified, released or limited by any occurrence or condition whatsoever,
including, without limitation, (i) any compromise, settlement, release, waiver,
renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Partnership or any of the Subsidiary
Guarantors contained in the Debt Securities or this Indenture, (ii) any
impairment, modification, release or limitation of the liability of the
Partnership, any of the Subsidiary Guarantors or any of their estates in
bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable Bankruptcy Law,
as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Partnership, any of the Subsidiary Guarantors or
the Trustee of any rights or remedies under the Debt Securities or this
Indenture or their delay in or failure to assert or exercise any such rights or
remedies, (iv) the assignment or the purported assignment of any property as
security for the Debt Securities, including all or any part of the rights of the
Partnership or any of the Subsidiary Guarantors under this Indenture, (v) the
extension of the time for payment by the Partnership or any of the Subsidiary
Guarantors of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of the Debt Securities or this Indenture
or of the time for performance by the Partnership or any of the Subsidiary
Guarantors of any other obligations under or arising out of any such terms and
provisions or the extension or the renewal of any thereof, (vi) the modification
or amendment (whether material or otherwise) of any duty, agreement or
obligation of the Partnership or any of the Subsidiary Guarantors set forth in
this Indenture, (vii) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all of the assets, marshaling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, the Partnership or any
of the Subsidiary Guarantors or any of their respective assets, or the
disaffirmance of the Debt Securities, the Guarantee or this Indenture in any
such proceeding, (viii) the release or discharge of the Partnership or any of
the Subsidiary Guarantors from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of
law, (ix) the unenforceability of the Debt Securities, the Guarantee or this
Indenture or (x) any other circumstances (other than payment in full or
discharge of all amounts guaranteed pursuant to the Guarantee) which might
otherwise constitute a legal or equitable discharge of a surety or guarantor.

                  (e) Each of the Subsidiary Guarantors hereby (i) waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of the merger, insolvency or bankruptcy of the Partnership or any of the
Subsidiary Guarantors, and all demands whatsoever, (ii) acknowledges that any
agreement, instrument or document evidencing the Guarantee may be transferred
and that the benefit of its obligations hereunder shall extend to each holder of
any agreement, instrument or document evidencing the Guarantee without notice to
it and (iii) covenants that the Guarantee will not be discharged except by
complete performance of the Guarantee. Each of the Subsidiary Guarantors further
agrees that if at any time all or any part of any payment theretofore applied by
any Person to the Guarantee is, or must be, rescinded or returned for any reason
whatsoever, including without limitation, the insolvency, bankruptcy or
reorganization of the Partnership or any of the Subsidiary Guarantors, the
Guarantee shall, to the extent that such payment is or must be rescinded or
returned, be deemed to have continued in existence notwithstanding such
application, and the Guarantee shall continue to be effective or be reinstated,
as the case may be, as though such application had not been made.

                                       49

<PAGE>

                  (f) Each of the Subsidiary Guarantors shall be subrogated to
all rights of the Holders and the Trustee against the Partnership in respect of
any amounts paid by such Subsidiary Guarantor pursuant to the provisions of this
Indenture, provided, however, that such Subsidiary Guarantor, shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until all of the Debt Securities and the Guarantee
shall have been paid in full or discharged.

SECTION 10.02 Execution and Delivery of Guarantee.

            To further evidence the Guarantee set forth in Section 10.01, each
of the Subsidiary Guarantors hereby agrees that a notation relating to such
Guarantee, substantially in the form attached hereto as Annex A, shall be
endorsed on each Debt Security entitled to the benefits of the Guarantee
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an Officer of each Subsidiary Guarantor. Each of the
Subsidiary Guarantors hereby agrees that the Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Debt Security a notation relating to the Guarantee. If any
Officer of any Subsidiary Guarantor whose signature is on this Indenture or a
Debt Security no longer holds that office at the time the Trustee authenticates
such Debt Security or at any time thereafter, the Guarantee of such Debt
Security shall be valid nevertheless. The delivery of any Debt Security by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantors.

            The Trustee hereby accepts the trusts in this Indenture upon the
terms and conditions herein set forth.

SECTION 10.03 Limitation on Liability of the Subsidiary Guarantors.

            Each Subsidiary Guarantor and by its acceptance hereof each Holder
of a Debt Security entitled to the benefits of the Guarantee hereby confirm that
it is the intention of all such parties that the guarantee by such Subsidiary
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law. To effectuate the foregoing
intention, the Holders of a Debt Security entitled to the benefits of the
Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of each Subsidiary Guarantor under its Guarantee shall be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Guarantee, result
in the obligations of such Subsidiary Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

SECTION 10.04 Release of Subsidiary Guarantors from Guarantee.

                  (a) Notwithstanding any other provisions of this Indenture,
the Guarantee of any Subsidiary Guarantor may be released upon the terms and
subject to the conditions set forth in this Section 10.04. Provided that no
Default shall have occurred and shall be continuing under this Indenture, any
Guarantee incurred by a Subsidiary Guarantor pursuant

                                       50

<PAGE>

to this Article X shall be unconditionally released and discharged automatically
upon (i) any sale, exchange or transfer, whether by way of merger or otherwise,
to any Person that is not an Affiliate of the Partnership, of all of the
Partnership's direct or indirect equity interests in such Subsidiary Guarantor
(provided such sale, exchange or transfer is not prohibited by this Indenture)
or (ii) the merger of such Subsidiary Guarantor into the Partnership or any
other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary
Guarantor (in each case to the extent not prohibited by this Indenture).

                  (b) The Trustee shall deliver an appropriate instrument
evidencing any release of a Subsidiary Guarantor from the Guarantee upon receipt
of a written request of the Partnership accompanied by an Officers' Certificate
and an Opinion of Counsel that the Subsidiary Guarantor is entitled to such
release in accordance with the provisions of this Indenture. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of
(and premium, if any, on) and interest on the Debt Securities entitled to the
benefits of such Guarantee as provided in this Indenture, subject to the
limitations of Section 10.03.

SECTION 10.05 Contribution.

            In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors hereby agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under its Guarantee, such Funding Guarantor shall be
entitled to a contribution from each other Subsidiary Guarantor (as applicable)
in a pro rata amount based on the net assets of each Subsidiary Guarantor
(including the Funding Guarantor) for all payments, damages and expenses
incurred by that Funding Guarantor in discharging the Partnership's obligations
with respect to the Debt Securities or any other Subsidiary Guarantor's
obligations with respect to its Guarantee.

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by operation of TIA Section 318(c), the imposed duties
shall control.

SECTION 11.02 Notices.

            Any notice or communication by the Partnership, any Subsidiary
Guarantor or the Trustee to the others is duly given if in writing and delivered
in person or mailed by first-class mail (registered or certified, return receipt
requested), telex, facsimile or overnight air courier guaranteeing next day
delivery, to the other's address:

            If to the Partnership or the Subsidiary Guarantors:

            Energy Transfer Partners, L.P.
            8801 South Yale Avenue, Suite 310
            Tulsa, Oklahoma 74137
            Attn: Chief Financial Officer

                                       51

<PAGE>

            Telephone: (918) 492-7272
            Facsimile: (918) 493-7290

            If to the Trustee:

            5847 San Felipe, Suite 1050
            Houston, Texas 77057
            Attn: Corporate Trust Group
            Telephone: (713) 278-4321
            Facsimile: (713) 278-4329

            The Partnership, any Subsidiary Guarantor or the Trustee by notice
to the others may designate additional or different addresses for subsequent
notices or communications.

            All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

            If the Partnership or a Subsidiary Guarantor mails a notice or
communication to Holders, it shall mail a copy to the others and to the Trustee
and each Agent at the same time.

            All notices or communications, including without limitation notices
to the Trustee, the Partnership or a Subsidiary Guarantor by Holders, shall be
in writing, except as otherwise set forth herein.

            In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03 Communication by Holders with Other Holders.

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

                                       52

<PAGE>

SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

            Upon any request or application by the Partnership or a Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the
Partnership or such Subsidiary Guarantor, as the case may be, shall, if
requested by the Trustee, furnish to the Trustee at the expense of the
Partnership or such Subsidiary Guarantor, as the case may be:

            (1) an Officers' Certificate (which shall include the statements set
      forth in Section 11.05) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (2) an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent and covenants have been complied
      with.

SECTION 11.05 Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

            (1) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

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

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

            (4) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been complied with.

SECTION 11.06 Rules by Trustee and Agents.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07 Legal Holidays.

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

                                       53

<PAGE>

SECTION 11.08 Governing Law.

            THIS INDENTURE, THE DEBT SECURITIES AND THE GUARANTEE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE
EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.09 No Adverse Interpretation of Other Agreements.

            This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Partnership, any Subsidiary Guarantor or any
Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 11.10 Successors.

            All agreements of the Partnership and the Subsidiary Guarantors in
this Indenture and the Debt Securities shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successors.

SECTION 11.11 Severability.

            In case any provision in this Indenture or in the Debt Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall, to the fullest extent
permitted by applicable law, not in any way be affected or impaired thereby.

SECTION 11.12 Counterpart Originals.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.13 Table of Contents, Headings, etc.

            The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       54

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                     ISSUER:

                                     ENERGY TRANSFER PARTNERS, L.P.

                                     By:  U.S. Propane, L.P.
                                          Its: General Partner

                                     By:  U.S. Propane, L.L.C.
                                          Its: General Partner

                                          By: /s/ Ray C. Davis
                                              ----------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                                     SUBSIDIARY GUARANTORS:

                                     LA GRANGE ACQUISITION, L.P.

                                     By:  LA GP, LLC, its general partner

                                          By:  /s/ Ray C. Davis
                                              ----------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                                     LG PL, LLC

                                     By:  /s/ Ray C. Davis
                                          --------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                                     ETC TEXAS PIPELINE, LTD.
                                     ETC GAS COMPANY, LTD.
                                     ETC OKLAHOMA PIPELINE, LTD.
                                     ETC KATY PIPELINE, LTD.
                                     ETC TEXAS PROCESSING, LTD.

                                     By:  LG PL, LLC, its general partner

                                          By:  /s/ Ray C. Davis
                                              ----------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                           Signature Page of Indenture

<PAGE>

                                     LGM, LLC

                                     By:  /s/ Ray C. Davis
                                          --------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                                     ETC MARKETING, LTD.

                                     By:  LGM, LLC, its general partner

                                          By:  /s/ Ray C. Davis
                                          --------------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                                     ETC OASIS GP, LLC

                                     By:  /s/ Ray C. Davis
                                         ---------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                                     OASIS PIPELINE, LP
                                     ETC OASIS, L.P.

                                     By:  ETC OASIS GP, LLC, its general
                                          partner

                                          By:  /s/ Ray C. Davis
                                              ----------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                                     FIVE DAWACO, LLC

                                     By:  /s/ Ray C. Davis
                                         ---------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                           Signature Page of Indenture

<PAGE>

                                     ET COMPANY I, LTD.
                                     CHALKLEY TRANSMISSION COMPANY, LTD.
                                     WHISKEY BAY GATHERING COMPANY, LTD.
                                     WHISKEY BAY GAS COMPANY, LTD.

                                     By:  FIVE DAWACO, LLC, its general partner

                                          By:  /s/ Ray C. Davis
                                              ----------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                                     TETC, LLC

                                     By:  /s/ Ray C. Davis
                                         ---------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                                     TEXAS ENERGY TRANSFER COMPANY, LTD.

                                     By:  TETC, LLC, its general partner

                                          By:  /s/ Ray C. Davis
                                              ----------------------------------
                                          Name:  Ray C. Davis
                                          Title: Co-Chief Executive Officer

                                     OASIS PIPE LINE COMPANY

                                     By:  /s/ Ray C. Davis
                                         ---------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                                     OASIS PIPE LINE FINANCE COMPANY

                                     By:  /s/ Ray C. Davis
                                         ---------------------------------------
                                     Name:  Ray C. Davis
                                     Title: Co-Chief Executive Officer

                           Signature Page of Indenture
<PAGE>

                                       OASIS PARTNER COMPANY

                                       By: /s/ Ray C. Davis
                                           --------------------------------
                                       Name: Ray C. Davis
                                       Title: Co-Chief Executive Officer

                                       OASIS PIPE LINE MANAGEMENT COMPANY

                                       By: /s/ Ray C. Davis
                                           --------------------------------
                                       Name: Ray C. Davis
                                       Title: Co-Chief Executive Officer

                                       OASIS PIPE LINE COMPANY TEXAS L.P.

                                       By: OASIS PIPE LINE MANAGEMENT
                                           COMPANY, its general partner

                                           By: /s/ Ray C. Davis
                                               ----------------------------
                                           Name: Ray C. Davis
                                           Title: Co-Chief Executive Officer

                                       ENERGY TRANSFER FUEL GP, LLC

                                       By: /s/ Ray C. Davis
                                           --------------------------------
                                       Name: Ray C. Davis
                                       Title: Co-Chief Executive Officer

                                       ENERGY TRANSFER FUEL, LP

                                       By: ENERGY TRANSFER FUEL GP,
                                           LLC, its general partner

                                           By: /s/ Ray C. Davis
                                               ----------------------------
                                               Name: Ray C. Davis
                                               Title: Co-Chief Executive Officer

                          Signature Page of Indenture

<PAGE>

                                       TRUSTEE:

                                       WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                       Trustee

                                       By: /s/ R. Douglas Milner
                                           -------------------------------------
                                       Name: R. Douglas Milner
                                       Title: Vice President

                          Signature Page of Indenture

<PAGE>

                                    ANNEX A

                             NOTATION OF GUARANTEE

            Each of the Subsidiary Guarantors (which term includes any successor
Person under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Debt Securities and all other amounts
due and payable under the Indenture and the Debt Securities by the Partnership.

            The obligations of the Subsidiary Guarantors to the Holders of Debt
Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article X of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Guarantee.

                                       [SUBSIDIARY GUARANTORS]

                                       By:______________________________________
                                       Name:
                                       Title: