Exhibit 4.1





Exhibit
4.1



EXECUTION VERSION




AMERIGAS PARTNERS, L.P.,




AMERIGAS FINANCE CORP.



Issuers




and




U.S. Bank National Association




Trustee




INDENTURE


Dated as of January 20, 2011




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Compliance Certificates and Opinions
	 	 	18	 
	Section 1.03 Form of Documents Delivered to Trustee
	 	 	18	 
	Section 1.04 Acts of Holders; Record Dates
	 	 	19	 
	Section 1.05 Notices, Etc., to Trustee and Issuers
	 	 	20	 
	Section 1.06 Notice to Holders; Waiver
	 	 	20	 
	Section 1.07 Conflict with Trust Indenture Act
	 	 	20	 
	Section 1.08 Effect of Headings and Table of Contents
	 	 	21	 
	Section 1.09 Successors and Assigns
	 	 	21	 
	Section 1.10 Separability Clause
	 	 	21	 
	Section 1.11 Benefits of Indenture
	 	 	21	 
	Section 1.12 Governing Law
	 	 	21	 
	Section 1.13 Legal Holidays
	 	 	21	 
	 
	 	 	 	 
	ARTICLE II SECURITY FORMS
	 	 	22	 
	 
	 	 	 	 
	Section 2.01 Forms Generally
	 	 	22	 
	Section 2.02 Form of Face of Security
	 	 	22	 
	Section 2.03 Form of Reverse of Security
	 	 	23	 
	Section 2.04 Form of Legend for Global Securities
	 	 	26	 
	Section 2.05 Form of Trustee’s Certificate of Authentication
	 	 	26	 
	 
	 	 	 	 
	ARTICLE III THE SECURITIES
	 	 	26	 
	 
	 	 	 	 
	Section 3.01 Amount Unlimited; Issuable in Series
	 	 	26	 
	Section 3.02 Denominations
	 	 	28	 
	Section 3.03 Execution, Authentication, Delivery and Dating
	 	 	28	 
	Section 3.04 Temporary Securities
	 	 	29	 
	Section 3.05 Registration, Registration of Transfer and Exchange
	 	 	30	 
	Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	31	 
	Section 3.07 Payment of Interest; Interest Rights Preserved
	 	 	31	 
	Section 3.08 Persons Deemed Owners
	 	 	32	 
	Section 3.09 Cancellation
	 	 	32	 
	Section 3.10 Computation of Interest
	 	 	32	 
	Section 3.11 CUSIP Numbers
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	33	 
	 
	 	 	 	 
	Section 4.01 Satisfaction and Discharge of Indenture
	 	 	33	 
	Section 4.02 Application of Trust Money
	 	 	33	 






 


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TABLE OF CONTENTS


(continued)







	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE V REMEDIES
	 	 	34	 
	 
	 	 	 	 
	Section 5.01 Events of Default
	 	 	34	 
	Section 5.02 Acceleration of Stated Maturity, Rescission and Annulment
	 	 	35	 
	Section 5.03 Other Remedies
	 	 	35	 
	Section 5.04 Waiver of Past Defaults
	 	 	35	 
	Section 5.05 Control by Majority
	 	 	36	 
	Section 5.06 Limitation on Suits
	 	 	36	 
	Section 5.07 Rights of Holders to Receive Payment
	 	 	36	 
	Section 5.08 Collection Suit by Trustee
	 	 	36	 
	Section 5.09 Trustee May File Proofs of Claim
	 	 	36	 
	Section 5.10 Priorities
	 	 	37	 
	Section 5.11 Undertaking for Costs
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE
	 	 	37	 
	 
	 	 	 	 
	Section 6.01 Duties of Trustee
	 	 	37	 
	Section 6.02 Rights of Trustee
	 	 	38	 
	Section 6.03 Definitive Rights of Trustee
	 	 	39	 
	Section 6.04 Trustee’s Disclaimer
	 	 	39	 
	Section 6.05 Notice of Defaults
	 	 	39	 
	Section 6.06 Compensation and Indemnity
	 	 	39	 
	Section 6.07 Replacement of Trustee
	 	 	40	 
	Section 6.08 Successor Trustee by Merger, etc
	 	 	40	 
	Section 6.09 Eligibility; Disqualification
	 	 	40	 
	Section 6.10 Preferential Collection of Claims Against Issuers
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS
	 	 	41	 
	 
	 	 	 	 
	Section 7.01 Issuers to Furnish Trustee Names and Addresses of Holders
	 	 	41	 
	Section 7.02 Preservation of Information; Communications to Holders
	 	 	41	 
	Section 7.03 Reports by Trustee
	 	 	41	 
	Section 7.04 Reports by Issuers
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	42	 
	 
	 	 	 	 
	Section 8.01 When Issuers May Merge, Etc
	 	 	42	 
	Section 8.02 Successor Person Substituted
	 	 	42	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	43	 
	 
	 	 	 	 
	Section 9.01 Supplemental Indentures Without Consent of Holders
	 	 	43	 
	Section 9.02 Supplemental Indentures with Consent of Holders
	 	 	44	 
	Section 9.03 Execution of Supplemental Indentures
	 	 	44	 
	Section 9.04 Effect of Supplemental Indentures
	 	 	45	 
	Section 9.05 Conformity with Trust Indenture Act
	 	 	45	 
	Section 9.06 Reference in Securities to Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 






 


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TABLE OF CONTENTS


(continued)






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE X COVENANTS
	 	 	45	 
	 
	 	 	 	 
	Section 10.01 Payment of Securities
	 	 	45	 
	Section 10.02 Maintenance of Office or Agency
	 	 	45	 
	Section 10.03 Money for Securities Payments to Be Held in Trust
	 	 	45	 
	Section 10.04 Partnership and Corporate Existence
	 	 	46	 
	Section 10.05 Payment of Taxes and Other Claims
	 	 	46	 
	Section 10.06 Compliance Certificate; Notice of Default
	 	 	47	 
	Section 10.07 Waiver of Stay, Extension or Usury Laws
	 	 	47	 
	Section 10.08 Limitation on Liens
	 	 	47	 
	Section 10.09 Limitation on Additional Indebtedness
	 	 	47	 
	Section 10.10 Limitation on Restricted Payments
	 	 	47	 
	Section 10.11 Limitation on Transactions with Affiliates
	 	 	49	 
	Section 10.12 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
	 	 	49	 
	Section 10.13 Limitation on Sale and Leaseback Transactions
	 	 	49	 
	Section 10.14 Limitation on Finance Corp
	 	 	50	 
	Section 10.15 Line of Business
	 	 	50	 
	Section 10.16 Asset Sales
	 	 	50	 
	Section 10.17 Change of Control
	 	 	51	 
	Section 10.18 No Recourse Against Others
	 	 	52	 
	 
	 	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES
	 	 	52	 
	 
	 	 	 	 
	Section 11.01 Applicability of Article
	 	 	52	 
	Section 11.02 Election to Redeem; Notice to Trustee
	 	 	52	 
	Section 11.03 Selection by Trustee of Securities to Be Redeemed
	 	 	52	 
	Section 11.04 Notice of Redemption
	 	 	53	 
	Section 11.05 Deposit of Redemption Price
	 	 	53	 
	Section 11.06 Securities Payable on Redemption Date
	 	 	53	 
	Section 11.07 Securities Redeemed in Part
	 	 	53	 
	Section 11.08 Offer to Purchase by Application of Excess Proceeds
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XII SINKING FUNDS
	 	 	55	 
	 
	 	 	 	 
	Section 12.01 Applicability of Article
	 	 	55	 
	Section 12.02 Satisfaction of Sinking Fund Payments with Securities
	 	 	55	 
	Section 12.03 Redemption of Securities for Sinking Fund
	 	 	56	 






 


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TABLE OF CONTENTS


(continued)






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE XIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	56	 
	 
	 	 	 	 
	Section 13.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	56	 
	Section 13.02 Legal Defeasance and Discharge
	 	 	56	 
	Section 13.03 Covenant Defeasance
	 	 	56	 
	Section 13.04 Conditions to Legal Defeasance or Covenant Defeasance
	 	 	57	 
	Section 13.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions
	 	 	58	 
	Section 13.06 Reinstatement
	 	 	58	 
	 
	 	 	 	 





 


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INDENTURE, dated as of January 20, 2011, among AmeriGas Partners, L.P., a Delaware limited
partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation (herein called
“Finance Corp.,” and together with the Partnership, the “Issuers”), having their principal office
at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, and U.S. Bank National Association, a
national banking association, as trustee (herein called the “Trustee”).



RECITALS OF THE ISSUERS




The Issuers have duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness
(herein called the “Securities”), to be issued in one or more series as provided in this Indenture.



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




NOW, THEREFORE, THIS INDENTURE WITNESSETH:



For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




Section 1.01 Definitions.




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




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




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




(3) the words “Article” and “Section” refer to an Article and Section, respectively, of
this Indenture;




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




(5) references to sections or rules under the Securities Act or the Exchange Act shall
be deemed to include substitute, replacement or successor rules adopted by the Commission
from time to time; and




(6) “or” is not exclusive.



“Acquired Indebtedness” means, with respect to any specified Person, (i) Indebtedness of any
other Person existing at the time such other Person merged with or into or became a Subsidiary of
such specified Person, including Indebtedness incurred in connection with, or in contemplation of,
such other Person merging with or into or becoming a Subsidiary of such specified Person and (ii)
Indebtedness encumbering any asset acquired by such specified Person.




“Act,” when used with respect to any Holder, has the meaning specified in Section 1.04.




“Add On Securities” has the meaning specified in Section 3.01.



“Affiliate” means, with respect to any specified Person, 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” means the power to direct management and policies, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, the term “Affiliate” shall not include any Wholly Owned Restricted
Subsidiary.


 


 









 






“Annual Limit” has the meaning specified in the definition of “Permitted Investments.”



“Asset Acquisition” means (a) an Investment by the Partnership or any Restricted Subsidiary of
the Partnership in any other Person pursuant to which such Person shall become a Restricted
Subsidiary of the Partnership, or shall be merged with or into the Partnership or any Restricted
Subsidiary of the Partnership, (b) the acquisition by the Partnership or any Restricted Subsidiary
of the Partnership of the assets of any Person (other than a Restricted Subsidiary of the
Partnership) which constitute all or substantially all of the assets of such Person or (c) the
acquisition by the Partnership or any Restricted Subsidiary of the Partnership of any division or
line of business of any Person (other than a Restricted Subsidiary of the Partnership).




“Asset Sale” has the meaning specified in Section 10.16.




“Asset Sale Offer” has the meaning specified in Section 10.16.



“Attributable Debt” means, with respect to any Sale and Leaseback Transaction not involving a
Capital Lease, as of any date of determination, the total obligation (discounted to present value
at the rate of interest implicit in the lease included in such transaction) of the lessee for
rental payments (other than amounts required to be paid on account of property taxes, maintenance,
repairs, insurance, assessments, utilities, operating and labor costs and other items which do not
constitute payments for property rights) during the remaining portion of the term (including
extensions which are at the sole option of the lessor) of the lease included in such transaction
(in the case of any lease which is terminable by the lessee upon the payment of a penalty, such
rental obligation shall also include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it may be so
terminated).



“Available Cash,” as to any quarter, means: (a) the sum of (i) all cash of the Partnership,
the Operating Partnership and any Subsidiaries thereof, treated as a single consolidated entity
(together the “Partnership Group”), on hand at the end of such quarter, and (ii) all additional
cash of the Partnership Group on hand on the date of determination of Available Cash with respect
to such quarter resulting from borrowings subsequent to the end of such quarter, less (b) the
amount of cash reserves that is necessary or appropriate in the reasonable discretion of the
General Partner to (i) provide for the proper conduct of the business of the Partnership Group
(including reserves for future capital expenditures) subsequent to such quarter, (ii) provide funds
for distributions under Section 5.4 of the Partnership Agreement in respect of any one or more of
the next four quarters or (iii) comply with applicable law or any debt instrument or other
agreement or obligation to which any member of the Partnership Group is a party or its assets are
subject; provided, however, that Available Cash attributable to any Restricted Subsidiary of the
Partnership shall be excluded to the extent dividends or distributions of such Available Cash by
such Restricted Subsidiary are not at the date of determination permitted by the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation.



“Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for
the relief of debtors.



“Board of Directors” means, as applicable, the Board of Directors of the General Partner, on
behalf of the Partnership (or the Partnership if the Partnership is a corporation), or of Finance
Corp., or any authorized committee of the Board of Directors.



“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the General Partner of the Partnership (or the Partnership if the Partnership is a
corporation) or by the Secretary or an Assistant Secretary of Finance Corp., as applicable, to have
been duly adopted by the Board of Directors of such entity and to be in full force and effect on
the date of such certification, and delivered to the Trustee.



“Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New
York, in the city in which the Corporate Trust Office of the Trustee is located or the Place of
Payment are authorized or obligated by law, regulation or executive order to close. If a payment
date is not a Business Day at any Place of Payment,
payment may be made at that place on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.



 


2









 





“Capital Lease” means, as applied to any Person, any lease of any property (whether real,
personal or mixed) by such Person (as lessee or guarantor or other surety) which would, in
accordance with GAAP, be required to be classified and accounted for as a capital lease on a
balance sheet of such Person.



“Capital Stock” means, with respect to any Person, any and all shares, interests, units
representing interests, participations, rights in or other equivalents (however designated) of such
Person’s capital stock, including, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers upon a Person the right to
receive a share of the profits and losses of, or distributions of assets of, such partnership, and
any rights (other than debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock.



“Change of Control” means (i) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Partnership or the Operating Partnership to any Person or
group (as such term is used in Section 13(d)(3) of the Exchange Act) other than Permitted Holders
or any Person of which Permitted Holders beneficially own in the aggregate 51% or more of the
Voting Stock, (ii) the merger or consolidation of the Partnership or the Operating Partnership with
another partnership or corporation other than a Permitted Holder or any Person of which Permitted
Holders beneficially own in the aggregate 51% or more of the Voting Stock, (iii) the liquidation or
dissolution of the Partnership or the General Partner or (iv) the occurrence of any transaction, or
series of transactions, the result of which is that Permitted Holders beneficially own in the
aggregate, directly or indirectly, less than 51% of the Voting Stock of the General Partner.




“Change of Control Offer” has the meaning specified in Section 10.17.




“Change of Control Payment” has the meaning specified in Section 10.17.




“Change of Control Payment Date” has the meaning specified in Section 10.17.



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



“Common Units” means the common units representing limited partner interests of the
Partnership, having the rights and obligations specified with respect to Common Units of the
Partnership.



“Consolidated Borrowing Base Amount” means an amount equal to the sum of (i) 85% of the face
amount of Eligible Accounts Receivable of the Partnership and its Restricted Subsidiaries and (ii)
70% of the book value of the consolidated Inventory of the Partnership and its Restricted
Subsidiaries, in each case as determined in accordance with GAAP. To the extent that information is
not available as to the amount of Eligible Accounts Receivable or Inventory as of a specific date,
the Partnership may utilize the most recent available information for purposes of calculating the
Consolidated Borrowing Base Amount.



“Consolidated Cash Flow Available for Fixed Charges” means, with respect to the Partnership
and its Restricted Subsidiaries for any period, the sum of, without duplication, the amounts for
such period, taken as a single accounting period, of (a) Consolidated Net Income, (b) Consolidated
Non-Cash Charges, (c) Consolidated Interest Expense and (d) Consolidated Income Tax Expense.



“Consolidated Fixed Charge Coverage Ratio” means, with respect to the Partnership and its
Restricted Subsidiaries, the ratio of the aggregate amount of Consolidated Cash Flow Available for
Fixed Charges of the Partnership and its Restricted Subsidiaries for the four full fiscal quarters
immediately preceding the date of the transaction (the “Transaction Date”) giving rise to the need
to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period
being referred to herein as the “Four Quarter Period”) to the aggregate amount of Consolidated
Fixed Charges of the Partnership and its Restricted Subsidiaries for the Four Quarter Period. In
addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated
Cash Flow Available for Fixed Charges” and “Consolidated Fixed Charges” shall be calculated after
giving effect on a pro forma basis for the period of such



 


3









 






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



“Consolidated Fixed Charges” means, with respect to the Partnership and its Restricted
Subsidiaries for any period, the sum of, without duplication, (a) the amounts for such period of
Consolidated Interest Expense and (b) the product of (i) the aggregate amount of dividends and
other distributions paid or accrued during such period in respect of Preferred Stock and Redeemable
Capital Stock of the Partnership and its Restricted Subsidiaries on a consolidated basis and (ii) a
fraction, the numerator of which is one and the denominator of which is one minus the then
applicable current combined federal, state and local statutory tax rate, expressed as a percentage.



“Consolidated Income Tax Expense” means, with respect to the Partnership and its Restricted
Subsidiaries for any period, the provision for federal, state, local and foreign income taxes of
the Partnership and its Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP.



“Consolidated Interest Expense” means, with respect to the Partnership and its Restricted
Subsidiaries for any period, without duplication, the sum of (i) the interest expense of the
Partnership and its Restricted Subsidiaries for such period as determined on a consolidated basis
in accordance with GAAP, including, without limitation, (a) any amortization of debt discount, (b)
the net cost under Interest Rate Agreements, (c) the interest portion of any deferred payment
obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing and (e) all accrued interest and (ii) the interest
component of Capital Leases paid, accrued or scheduled to be paid or accrued by the Partnership and
its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance
with GAAP.



“Consolidated Net Income” means the net income of the Partnership and its Restricted
Subsidiaries, as determined on a consolidated basis in accordance with GAAP and as adjusted to
exclude (i) net after-tax extraordinary gains or losses, (ii) net after-tax gains or losses
attributable to Asset Sales, (iii) the net income or loss of any Person which is not a Restricted
Subsidiary and which is accounted for by the equity method of accounting,
provided that Consolidated Net Income shall include the amount of dividends or distributions
actually paid to the Partnership or any Restricted Subsidiary, (iv) the net income or loss prior to
the date of acquisition of any Person combined with the Partnership or any Restricted Subsidiary in
a pooling of interest, (v) the net income of any Restricted Subsidiary to the extent that dividends
or distributions of such net income are not at the date of determination permitted by the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule or other
regulation and (vi) the cumulative effect of any changes in accounting principles.



 


4









 





“Consolidated Net Worth” means, with respect to the Partnership and its Restricted
Subsidiaries at any date, the consolidated stockholders’ equity or partners’ capital of such Person
less the amount of such stockholders’ equity or partners’ capital attributable to Redeemable
Capital Stock of the Partnership and its Restricted Subsidiaries, as determined in accordance with
GAAP.



“Consolidated Non-Cash Charges” means, with respect to the Partnership and its Restricted
Subsidiaries for any period, the aggregate depreciation, amortization and any other non-cash
charges resulting from writedowns in non-current assets, in each case, reducing Consolidated Net
Income of the Partnership and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.



“Consolidated Tangible Assets” of any Person means, as of any date, the amount which, in
accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on
a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the
most recently ended fiscal quarter for which internal financial statements are available, less all
intangible assets, including, without limitation, goodwill, organization costs, patents,
trademarks, copyrights, franchises, customer lists, non-competition agreements and research and
development costs.



“Corporate Trust Office” shall be the address of the Trustee specified pursuant to Section
10.02 hereof or such other address as to which the Trustee may give notice to the Issuers.




“Covenant Defeasance” has the meaning specified in Section 13.03.



“Credit Agreements” means the Operating Partnership’s credit agreements in effect on the Issue
Date of a series of the Securities and as it may be amended, supplemented or otherwise modified
from time to time, including all exhibits and schedules thereto, and any successors or replacements
thereto.



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



“Default” means any event that is, or after notice or passage of time or both would be, an
Event of Default.




“Defaulted Interest” has the meaning specified in Section 3.07.




“Defeasible Series” has the meaning specified in Section 13.01.



“Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 3.01.



“Designation Amount” means, with respect to the designation of a Restricted Subsidiary or a
newly acquired or formed Subsidiary as an Unrestricted Subsidiary, an amount equal to (x) the net
book value of all assets of such Subsidiary at the time of such designation in the case of a
Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired
or formed Subsidiary.



“Disinterested Director” means, with respect to any transaction or series of transactions with
Affiliates, a member of the Board of Directors of the General Partner who has no financial
interest, and whose employer has no financial interest, in such transaction or series of
transactions.



“Eligible Accounts Receivable” means consolidated accounts receivable of the Partnership and
its Restricted Subsidiaries that are no more than 60 days past due under their scheduled payment
terms.



“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended
from time to time.


 


5









 






“Event of Default” has the meaning set forth in Section 5.01 hereof.




“Excess Proceeds” has the meaning specified in Section 10.16.



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



“Finance Corp.” means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture with respect to one or more series of Securities issued pursuant to this
Indenture, and thereafter means the successor or other obligor with respect to such one or more
series of Securities in the applicable Supplemental Indenture.




“Fitch” means Fitch Ratings and its successors.



“Four Quarter Period” has the meaning specified in the definition of “Consolidated Fixed
Charge Coverage Ratio.”



“GAAP” means accounting principles applicable to the financial statements filed by United
States entities in reports required by the Exchange Act as in effect on the Issue Date.



“General Partner” means AmeriGas Propane, Inc., a Pennsylvania corporation, and any successors
in the capacity of general partner of the Partnership or the Operating Partnership (including, if
applicable, more than one successor in any such capacity at the same time).



“Global Security” means a Security that evidences all or part of the Securities of any series
and is authenticated and delivered to, and registered in the name of, the Depositary for such
Securities or a nominee thereof.



“Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America for the payment of which guarantee or obligations the full faith and credit of
the United States of America is pledged.



“Guaranty” as applied to any Person, any direct or indirect liability, contingent or
otherwise, of such Person with respect to any Indebtedness, lease, cash dividend or other
obligation of another, including, without limitation, (a) any such obligation directly or
indirectly guaranteed or endorsed (otherwise than for collection or deposit in the ordinary course
of business) by such Person, or in respect of which such Person is otherwise directly or indirectly
liable, (b) any other obligation under any contract which, in economic effect, is substantially
equivalent to a guaranty, including, without limitation, any such obligation of a partnership in
which such Person is a general partner or of a joint venture in which such Person is a joint
venturer, or (c) any obligation in effect guaranteed by such Person through any agreement
(contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any
security therefor, or to provide funds for the payment or discharge of such obligation (whether in
the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain
the solvency or any balance sheet or other financial condition of the obligor of such obligation,
or to make payment for any products, materials or supplies or for any transportation or services
regardless of the non-delivery or nonfurnishing thereof, in any such case if the purpose or intent
of such agreement is to provide assurance that such obligation will be paid or discharged, or that
any agreements relating thereto will be complied with, or that the holders of such obligation will
be protected against loss in respect thereof.




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




“Incur” has the meaning specified in Section 10.09.




“Indebtedness” means as applied to any Person (without duplication):




(a) any indebtedness for borrowed money and all obligations evidenced by any bond,
note, debenture or other similar instrument or letter of credit (or reimbursement agreements
in respect thereof) which such Person has directly or indirectly created, incurred or
assumed;


 


6









 






(b) any indebtedness for borrowed money and all obligations evidenced by any bond,
note, debenture or other similar instrument secured by any Lien in respect of property owned
by such Person, whether or not such Person has assumed or become liable for the payment of
such indebtedness; provided that the amount of such indebtedness, if such Person has not
assumed the same or become liable therefor, shall in no event be deemed to be greater than
the fair market value from time to time (as determined in good faith by such Person) of the
property subject to such Lien;




(c) any indebtedness, whether or not for borrowed money (excluding trade payables and
accrued expenses arising in the ordinary course of business), with respect to which such
Person has become directly or indirectly liable and which represents the deferred purchase
price (or a portion thereof) or has been incurred to finance the purchase price (or a
portion thereof) of any property or service or business acquired by such Person, whether by
purchase, consolidation, merger or otherwise;




(d) the principal component of any obligations under Capital Leases to the extent such
obligations would, in accordance with GAAP, appear on a balance sheet of such Person;




(e) all Attributable Debt of such Person in respect of Sale and Leaseback Transactions
not involving a Capital Lease;




(f) any indebtedness of the character referred to in clause (a), (b), (c), (d) or (e)
of this definition deemed to be extinguished under GAAP but for which such Person remains
legally liable;




(g) any indebtedness of any other Person of the character referred to in clause (a),
(b), (c), (d), (e) or (f) of this definition with respect to which the Person whose
indebtedness is being determined has become liable by way of a Guaranty;




(h) all Redeemable Capital Stock of such Person valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued dividends;




(i) any Preferred Stock of any Subsidiary of such Person valued at the liquidation
preference thereof or any mandatory redemption payment obligations in respect thereof plus,
in either case, accrued dividends thereon; and




(j) any amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (a) through (i) above.



For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock
which does not have a fixed repurchase price shall be calculated in accordance with the terms of
such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair
market value shall be determined in good faith by the board of directors of the issuer of such
Redeemable Capital Stock.



“Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and to govern this instrument and any such supplemental indenture, respectively. The term
“Indenture” shall also include the terms of particular series of Securities established as
contemplated by Section 3.01.



“Interest,” when used with respect to an Original Issue Discount Security, which by its terms
bears interest only after the Stated Maturity, means interest payable after the Stated Maturity.



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



“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement or other similar agreement or arrangement designed to protect the
Partnership or any Restricted Subsidiary from fluctuations in interest rates.


 


7









 





“Inventory” means goods held by a Person for sale or lease or to be furnished under contracts
of service or if such Person has so furnished them, or if they are raw materials, work in process
materials used or consumed in the business or finished inventory of every type or description
(including, without limitation, all liquefied petroleum gas), in each case as would be shown as
inventory on a balance sheet of such Person prepared in accordance with GAAP consistently applied;
and all documents of title covering such inventory, and shall specifically include all “inventory”
as such term is defined in the UCC, now or hereafter owned by such Person.




“Investment Limit” has the meaning specified in the definition of “Permitted Investments.”



“Investment” means as applied to any Person, any direct or indirect purchase or other
acquisition by such Person of stock or other securities of any other Person, or any direct or
indirect loan, advance or capital contribution by such Person to any other Person, and any other
item which would be classified as an “investment” on a balance sheet of such Person prepared in
accordance with GAAP, including, without limitation, any direct or indirect contribution by such
Person of property or assets to a joint venture, partnership or other business entity in which such
Person retains an interest (it being understood that a direct or indirect purchase or other
acquisition by such Person of assets of any other Person (other than stock or other securities)
shall not constitute an “Investment” for purposes of this Indenture). The amount classified as
Investments made during any period shall be the aggregate cost to the Partnership and its
Restricted Subsidiaries of all such Investments made during such period, determined in accordance
with GAAP, but without regard to unrealized increases or decreases in value, or write-ups,
write-downs or write-offs, of such Investments and without regard to the existence of any
undistributed earnings or accrued interest with respect thereto accrued after the respective dates
on which such Investments were made, less any net return of capital realized during such period
upon the sale, repayment or other liquidation of such Investments (determined in accordance with
GAAP, but without regard to any amounts received during such period as earnings (in the form of
dividends not constituting a return of capital, interest or otherwise) on such Investments or as
loans from any Person in whom such Investments have been made).



“Issue Date,” for each series of Securities, means the date on which Securities of such Series
are originally issued.



“Issuers’ Request” or “Issuers’ Order” means a written request or order of the General Partner
on behalf of the Partnership (or the Partnership if the Partnership is a corporation) and of
Finance Corp., signed by the Chairman of the Board, any Vice Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, and delivered to the Trustee.



“Issuers” means the parties named as such in this Indenture until a successor or other obligor
replaces either the Partnership or Finance Corp. pursuant to this Indenture with respect to one or
more series of Securities as set forth in a Supplemental Indenture and thereafter means the
remaining Issuer and such successor with respect to the one or more series of Securities specified
in the applicable Supplemental Indenture.




“Legal Defeasance” has the meaning specified in Section 13.02.



“Lien” means any mortgage, charge, pledge, lien (statutory or other), security interest,
hypothecation, assignment for security, claim, or preference or priority or other encumbrance upon
or with respect to any property of any kind. A Person shall be deemed to own subject to a Lien any
property which such Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention agreement.



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




“Moody’s” means Moody’s Investors Service, Inc. and its successors.



“Net Amount of Unrestricted Investment” means, without duplication, the sum of (x) the
aggregate amount of all Investments made after the Issue Date of a series of the Securities
pursuant to subdivision (h) of the definition of Permitted Investments (computed as provided in the
last sentence of the definition of Investment) and (y) the aggregate of all Designation Amounts in
connection with the designation of Unrestricted Subsidiaries less all
Designation Amounts in respect of Unrestricted Subsidiaries which have been designated as
Restricted Subsidiaries and otherwise reduced in a manner consistent with the provisions of the
last sentence of the definition of Investment.



 


8









 





“Net Proceeds” means, with respect to any Asset Sale or sale of Capital Stock, the proceeds
thereof in the form of cash or cash equivalents including payments in respect of deferred payment
obligations when received in the form of cash or cash equivalents (except to the extent that such
deferred payment obligations are financed or sold with recourse to the Partnership or any
Restricted Subsidiary of the Partnership) net of (i) brokerage commissions and other fees and
expenses (including, without limitation, fees and expenses of legal counsel and accountants and
fees, expenses and discounts or commissions of underwriters, placement agents and investment
bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such
Asset Sale, (iii) amounts required to be paid to any Person (other than the Partnership or any
Restricted Subsidiary of the Partnership) owning a beneficial interest in the assets subject to
such Asset Sale, (iv) appropriate amounts to be provided by the Partnership or any Restricted
Subsidiary of the Partnership, as the case may be, as a reserve required in accordance with GAAP
against any liabilities associated with such Asset Sale and retained by the Partnership or any
Restricted Subsidiary of the Partnership, as the case may be, after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations associated with such
Asset Sale and (v) amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the asset or assets sold in such Asset Sale.




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



“Officers’ Certificate” means a certificate signed on behalf of (i) the General Partner
(acting on behalf of the Partnership) by two officers of the General Partner (or the Partnership if
the Partnership is a corporation), one of whom must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer of the General
Partner, or (ii) Finance Corp. by two officers of Finance Corp., one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the principal accounting
officer of Finance Corp, in either case that meets the requirements of Section 1.02 hereof.




“Offer Amount” has the meaning specified in Section 11.08.




“Offer Period” has the meaning specified in Section 11.08.



“Operating Partnership” means AmeriGas Propane, L.P., a Delaware limited partnership, and its
successors.



“Operating Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, as in effect on the Issue Date of a series of the
Securities, and as the same may from time to time be amended, supplemented or otherwise modified in
accordance with the terms thereof, or any successor to such agreement.



“Operative Agreements” means the Partnership Agreement, the Operating Partnership Agreement
and the other agreements entered into between the Partnership or the Operating Partnership and any
of their respective Affiliates (including the General Partner) on April 19, 1995, as amended,
supplemented or otherwise modified in accordance with the terms thereof or any successor to such
agreements.



“Opinion of Counsel” means an opinion from legal counsel, who is reasonably acceptable to the
Trustee, who may be an employee of or counsel to the Partnership, the General Partner, Finance
Corp., UGI, any of their respective Subsidiaries or the Trustee, consistent with the requirements
of Section 1.02 hereof.



“Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity Date thereof pursuant to Section 5.02.



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




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


 


9









 






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




(3) Securities as to which Legal Defeasance has been effected pursuant to Section
13.02; and




(4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Partnership;
provided, however, that in determining whether the Holders of the requisite principal amount
of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon acceleration of the
Maturity Date thereof to such date pursuant to Section 5.02, and (B) Securities owned by the
Partnership or any other obligor upon the Securities or any Affiliate or Wholly Owned
Restricted Subsidiary of the General Partner on behalf of the Partnership or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Issuers or any other obligor upon the
Securities or any Affiliate of the Issuers or of such other obligor.



“Partnership” means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture and thereafter means the successor.



“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the
Partnership, as in effect on the Issue Date of a series of the Securities, and as the same may from
time to time be amended, supplemented or otherwise modified in accordance with the terms thereof or
any successor to such agreement.




“Partnership Group” has the meaning specified in the definition of “Available Cash.”



“Paying Agent” means any Person authorized by the Issuers to pay the principal of or any
premium or interest on any Securities on behalf of the Issuers.




“Payment Default” has the meaning specified in Section 5.01.




“Payment Restrictions” has the meaning specified in Section 10.12.




“Permitted Banks” has the meaning specified in the definition of “Permitted Investments.”



“Permitted Business” means either (1) marketing, distributing or otherwise handling propane or
other hydrocarbons, or activities or services reasonably related or ancillary thereto, or (2) any
other business that generates gross income that constitutes “qualifying income” under Section
7704(d) of the Internal Revenue Code.




“Permitted Holders” means UGI and its Subsidiaries.




“Permitted Indebtedness” means each of the following:




(a) Indebtedness of the Partnership and AP Eagle Finance Corp. evidenced by the 8.875%
Senior Notes due May 2011 and 7.125% Senior Notes due May 2016;




(b) Indebtedness of the Issuers outstanding on the applicable Issue Date of a series of
Securities;


 


10









 






(c) Indebtedness of the Operating Partnership; provided that the aggregate principal
amount (exclusive of any unamortized premium) of such Indebtedness outstanding at any time
may not exceed $518 million;




(d) Indebtedness of the Partnership or a Restricted Subsidiary incurred (A) for the
making of expenditures for the improvement or repair of (to the extent such improvements or
repairs may be capitalized on the books of such Person in accordance with GAAP) or additions
to (including additions by way of acquisitions of businesses and related assets) the
property and assets of the Partnership and its Restricted Subsidiaries or (B) by assumption
in connection with additions (including additions by way of acquisition or capital
contributions of businesses and related assets) to the property and assets of the
Partnership and its Restricted Subsidiaries; provided that the aggregate principal amount of
such Indebtedness outstanding at any time may not exceed $100 million;




(e) Indebtedness of the Partnership or a Restricted Subsidiary incurred for any purpose
permitted under the Credit Agreements; provided that the aggregate principal amount of such
Indebtedness outstanding at any time may not exceed an amount equal to the greatest of (i)
$450 million, (ii) the Consolidated Borrowing Base Amount, or (iii) 30% of Consolidated
Tangible Assets of the Partnership;




(f) Indebtedness of the Partnership owing to the General Partner or an Affiliate of the
General Partner that is unsecured and that is Subordinated Indebtedness; provided that the
aggregate principal amount of such Indebtedness outstanding at any time may not exceed $50
million;




(g) Indebtedness of the Partnership or a Restricted Subsidiary for the purpose of the
payment of liabilities of Petrolane; provided that the aggregate amount of such Indebtedness
outstanding at any time may not exceed $30 million;




(h) Indebtedness owed by the Partnership or any Restricted Subsidiary to any Wholly
Owned Restricted Subsidiary;




(i) Indebtedness under Interest Rate Agreements;




(j) Permitted Refinancing Indebtedness;




(k) the incurrence by the Partnership or a Restricted Subsidiary of Indebtedness owing
directly to its insurance carriers (without duplication) in connection with the
Partnership’s, its Subsidiaries’ or its Affiliates’ self-insurance programs or other similar
forms of retained insurable risks for their respective businesses, consisting of reinsurance
agreements and indemnification agreements (and guarantees of the foregoing) secured by
letters of credit; provided that any Consolidated Fixed Charges associated with the
Indebtedness evidenced by such reinsurance agreements, indemnification agreements,
guarantees and letters of credit shall be included (without duplication) in any
determination of the Consolidated Fixed Charge Coverage Ratio test set forth in Section
10.09 hereof;




(l) Indebtedness of the Partnership and its Restricted Subsidiaries in respect of
Capital Leases;




(m) Indebtedness of the Partnership and its Restricted Subsidiaries represented by
letters of credit supporting (i) obligations under workmen’s compensation laws, (ii)
obligations to suppliers of propane; provided that the aggregate amount of such Indebtedness
outstanding at any time may not exceed $25 million and (iii) the repayment of Permitted
Indebtedness;




(n) surety bonds and appeal bonds required in the ordinary course of business or in
connection with the enforcement of rights or claims of the Partnership or any of its
Subsidiaries or in connection with judgments that do not result in a Default or Event of
Default; and




(o) the incurrence by the Partnership or any of its Restricted Subsidiaries of
Indebtedness in addition to the Indebtedness described in clauses (a) through (n) above in
an aggregate principal amount then outstanding not to exceed the greater of (i) $50 million
or (ii) 5% of Consolidated Tangible Assets of the Partnership.



 


11









 





“Permitted Investments” means each of the following:




(a) Investments made or owned by the Partnership or any Restricted Subsidiary in (i)
marketable obligations issued or unconditionally guaranteed by the United States of America,
or issued by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing one year or less from the date of acquisition thereof, (ii)
marketable direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and having as at such date the highest
rating obtainable from S&P, Moody’s, or Fitch, (iii) commercial paper maturing no more than
365 days from the date of creation thereof and having as at the date of acquisition thereof
one of the two highest ratings obtainable from S&P, Moody’s, or Fitch, (iv) certificates of
deposit maturing one year or less from the date of acquisition thereof issued by commercial
banks incorporated under the laws of the United States of America or any state thereof or
the District of Columbia or Canada (“Permitted Banks”) (A) the commercial paper or other
short-term unsecured debt obligations of which are as at such date rated either A-2 or
better (or comparably if the rating system is changed) by S&P, Prime-2 or better (or
comparably if the rating system is changed) by Moody’s, or F2 or better (or comparably if
the rating system is changed) by Fitch or (B) the long-term debt obligations of which are as
at such date rated either A or better (or comparably if the rating system is changed) by
S&P, Moody’s, or Fitch, (v) Eurodollar time deposits having a maturity of less than 270 days
from the date of acquisition thereof purchased directly from any Permitted Bank, (vi)
bankers’ acceptances eligible for rediscount under requirements of The Board of Governors of
the Federal Reserve System and accepted by Permitted Banks, (vii) obligations of the type
described in clause (i), (ii), (iii), (iv) or (v) above purchased from a securities dealer
designated as a “primary dealer” by the Federal Reserve Bank of New York or from a Permitted
Bank as counterparty to a written repurchase agreement obligating such counterparty to
repurchase such obligations not later than 14 days after the purchase thereof and which
provides that the obligations that are the subject thereof are held for the benefit of the
Partnership or a Restricted Subsidiary by a custodian that is a Permitted Bank and that is
not a counterparty to the repurchase agreement in question; (viii) shares of money market
mutual funds having as at such date one of the two highest ratings obtainable from S&P,
Moody’s, or Fitch, and (ix) auction rate investments having as at such date one of the two
highest ratings obtainable from S&P, Moody’s, or Fitch;




(b) the acquisition by the Partnership or any Restricted Subsidiary of Capital Stock or
other ownership interests, whether in a single transaction or in a series of related
transactions, of a Person engaged in a business permitted by Section 10.15 hereof such that,
upon the completion of such transaction or series of transactions, such Person becomes a
Restricted Subsidiary;




(c) subject to the provisions of subdivision (h) below, the making or ownership by the
Partnership or any Restricted Subsidiary of Investments (in addition to Investments
permitted by subdivisions (a), (b), (d), (e), (f) and (g)) in any Person engaged in a
business permitted by Section 10.15 hereof; provided that the aggregate amount of all such
Investments made by the Partnership and its Restricted Subsidiaries following the Issue Date
of a series of the Securities and outstanding pursuant to this subdivision (c) and
subdivision (h) below shall not at any date of determination exceed 10% of Total Assets (the
“Investment Limit”); provided that, in addition to Investments that would be permitted under
the Investment Limit, during any fiscal year the Partnership and its Restricted Subsidiaries
may invest up to $25 million (the “Annual Limit”) pursuant to the provisions of this
subdivision (c), but the unused amount of the Annual Limit shall not be carried over to any
future years;




(d) the making or ownership by the Partnership or any Restricted Subsidiary of
Investments (x) arising out of loans and advances to employees incurred in the ordinary
course of business, (y) arising out of extensions of trade credit or advances to third
parties in the ordinary course of business or (z) acquired by reason of the exercise of
customary creditors’ rights upon default or pursuant to the bankruptcy, insolvency or
reorganization of a debtor;




(e) the creation or incurrence of liability by the Partnership or any Restricted
Subsidiary with respect to any Guaranty constituting an obligation, warranty or indemnity,
not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary
course of business;




(f) the creation or incurrence of liability by the Partnership or any Restricted
Subsidiary with respect to any Interest Rate Agreements;


 


12









 






(g) the making by any Restricted Subsidiary of Investments in the Partnership or
another Restricted Subsidiary;




(h) the making or ownership by the Partnership or any Restricted Subsidiary of
Investments in Unrestricted Subsidiaries; provided that the Net Amount of Unrestricted
Investment shall not at any time exceed $5 million (and subject to the limitations specified
in subdivision (c) above);




(i) the making or ownership by the Partnership or any Restricted Subsidiary of
Investments in the Operating Partnership;




(j) any Investment to the extent made in exchange for the issuance of Capital Stock
(other than redeemable Capital Stock) of the Partnership; and




(k) other Investments in any Person having an aggregate fair market value (measured on
the date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (k) that
are at the time outstanding, not to exceed the greater of (i) $50 million or (ii) 5% of
Consolidated Tangible Assets of the Partnership.




“Permitted Liens” means each of the following:




(a) Liens for taxes, assessments or other governmental charges the payment of which is
not yet due and is being contested in good faith by appropriate proceedings promptly
initiated and diligently conducted and as to which reserves or other appropriate provision,
if any, as shall be required by GAAP shall have been made therefor and be adequate in the
good faith judgment of the obligor;




(b) Liens of lessors, landlords and carriers, vendors, warehousemen, mechanics,
materialmen, repairmen and other like Liens incurred in the ordinary course of business for
sums not yet due or the payment of which is being contested in good faith by appropriate
proceedings promptly initiated and diligently conducted and as to which reserves or other
appropriate provision, if any, as shall be required by GAAP shall have been made therefor
and be adequate in the good faith judgment of the obligor, in each case (i) not incurred or
made in connection with the borrowing of money, the obtaining of advances or credit or the
payment of the deferred purchase price of property or (ii) incurred in the ordinary course
of business securing the unpaid purchase price of property or services constituting current
accounts payable;




(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the
ordinary course of business (i) in connection with workers’ compensation, unemployment
insurance and other types of social security or (ii) to secure (or to obtain letters of
credit that secure) the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other
similar obligations, in each case not incurred or made in connection with the borrowing of
money;




(d) other deposits made to secure liability to insurance carriers under insurance or
self-insurance arrangements;




(e) Liens securing reimbursement obligations under letters of credit; provided in each
case that such Liens cover only the title documents and related goods (and any proceeds
thereof) covered by the related letter of credit;




(f) any attachment or judgment Lien, unless the judgment it secures shall not, within
60 days after the entry thereof, have been discharged or execution thereof stayed pending
appeal or review, or shall not have been discharged within 60 days after expiration of any
such stay;




(g) leases or subleases granted to others, easements, rights-of-way, restrictions and
other similar charges or encumbrances, which, in each case either (i) are granted, entered
into or created in the ordinary course of the business of the Partnership or any Restricted
Subsidiary or (ii) do not materially impair the value or intended use of the property
covered thereby;




(h) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of
such Restricted Subsidiary owing to the Partnership or a Wholly Owned Restricted Subsidiary;


 


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(i) Liens on assets of the Partnership or any Restricted Subsidiary existing on the
applicable Issue Date of a series of Securities;




(j) Liens (other than the Liens securing Indebtedness incurred under the Credit
Agreements for the purpose of acquisitions) securing Indebtedness incurred in accordance
with (i) clause (d) of the definition of Permitted Indebtedness, (ii) clauses (e) and (g) of
the definition of Permitted Indebtedness or (iii) Indebtedness otherwise permitted to be
incurred under Section 10.09 hereof to the extent incurred (A) to finance the making of
expenditures for the improvement or repair (to the extent such improvements and repairs may
be capitalized on the books of the Partnership and the Restricted Subsidiaries in accordance
with GAAP) of or additions (including additions by way of acquisitions of businesses and
related assets) to the assets and property of the Partnership and its Restricted
Subsidiaries, or (B) by assumption in connection with additions (including additions by way
of acquisition or capital contributions of business and related assets) to the property and
assets of the Partnership and its Restricted Subsidiaries; provided that in the case of
Indebtedness incurred in accordance with clauses (i) or (iii), the principal amount of such
Indebtedness does not exceed the lesser of the cost to the Partnership and the Restricted
Subsidiaries of such additional property or assets and the fair market value of such
additional property or assets at the time of the acquisition thereof (as determined in good
faith by the General Partner);




(k) Liens existing on any property of any Person at the time it becomes a Subsidiary of
the Partnership, or existing at the time of acquisition upon any property acquired by the
Partnership or any such Subsidiary through purchase, merger or consolidation or otherwise,
whether or not assumed by the Partnership or such Subsidiary, or created to secure
Indebtedness incurred to pay all or any part of the purchase price (a “Purchase Money Lien”)
of property (including, without limitation, Capital Stock and other securities) acquired by
the Partnership or a Restricted Subsidiary; provided that (i) any such Lien shall be
confined solely to such item or items of property and, if required by the terms of the
instrument originally creating such Lien, other property which is an improvement to or is
acquired for use specifically in connection with such acquired property, (ii) in the case of
a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase
Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the
Partnership and the Restricted Subsidiaries of such property and (B) the fair market value
of such property at the time of the acquisition thereof (as determined in good faith by the
General Partner), (iii) any such Purchase Money Lien shall be created not later than 30 days
after the acquisition of such property and (iv) any such Lien (other than a Purchase Money
Lien) shall not have been created or assumed in contemplation of such Person’s becoming a
Subsidiary of the Partnership or such acquisition of property by the Partnership or any
Subsidiary;




(l) easements, exceptions or reservations in any property of the Partnership or any
Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal
of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use
of real property, facilities and equipment, which are incidental to, and do not materially
interfere with, the ordinary conduct of the business of the Partnership or any Restricted
Subsidiary;




(m) Liens securing the obligations under the Credit Agreements or any other Permitted
Indebtedness of the Operating Partnership (or any extension, renewal, refunding or
refinancing of any such Indebtedness);




(n) Liens arising from or constituting permitted encumbrances under the agreements and
instruments securing the obligations under the Credit Agreements or any Permitted
Indebtedness of the operating partnership (or any extension, renewal, refunding or
refinancing of any such Indebtedness);




(o) any Lien renewing or extending any Lien permitted by subdivision (i), (j), or (k);
provided that (i) the principal amount of the Indebtedness secured by any such Lien shall
not exceed the principal amount of such Indebtedness outstanding immediately prior to the
renewal or extension of such Lien, and (ii) no assets encumbered by any such Lien other than
the assets encumbered immediately prior to such renewal or extension shall be encumbered
thereby; and


 


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(p) Liens in addition to the Liens described in clauses (a) through (o) above incurred
in the ordinary course of business of the Partnership or any Restricted Subsidiary of the
Partnership with respect to Indebtedness that does not exceed $20 million at any one time
outstanding.



“Permitted Refinancing Indebtedness” means Indebtedness incurred by the Partnership or any
Restricted Subsidiary to substantially concurrently (excluding any notice period on redemptions)
repay, refund, renew, replace, extend or refinance, in whole or in part, any Permitted Indebtedness
of the Partnership or any Restricted Subsidiary or any other Indebtedness incurred by the
Partnership or any Restricted Subsidiary pursuant to Section 10.09 hereof, to the extent that (i)
the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal or
accreted amount plus the amount of accrued and unpaid interest of the Indebtedness so repaid,
refunded, renewed, replaced, extended or refinanced and the amount of a reasonably determined
premium necessary to accomplish such financing, (ii) with respect to the repayment, refunding,
renewal, replacement, extension or refinancing of Indebtedness of the Issuers, the Permitted
Refinancing Indebtedness ranks no more favorably in right of payment with respect to the Securities
than the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced, and (iii)
with respect to the repayment, refunding or refinancing of Indebtedness of the Issuers, the
Permitted Refinancing Indebtedness has a Weighted Average Life to Stated Maturity and Stated
Maturity equal to, or greater than, and has no fixed mandatory redemption or sinking fund
requirement in an amount greater than or at a time prior to the amounts set forth in, the
Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced; provided, however,
that Permitted Refinancing Indebtedness shall not include Indebtedness incurred by a Restricted
Subsidiary to repay, refund, renew, replace, extend or refinance Indebtedness of the Partnership.



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




“Petrolane” means Petrolane Incorporated, a Pennsylvania corporation, and its successors.



“Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 3.01.



“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock (other
than the Common Units) of any class or classes (however designated), which is preferred as to the
payment of distributions, dividends, or upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares or units of Capital Stock of any other class of such
Person.




“Purchase Date” has the meaning specified in Section 11.08.




“Purchase Money Lien” has the meaning specified in the definition of “Permitted Liens.”



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



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



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



“Reference Period” has the meaning specified in the definition of “Consolidated Fixed Charge
Coverage Ratio.”



“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.01.


 


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“Responsible Officer,” when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee (or any successor to the Trustee) and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.




“Restricted Payments” has the meaning specified in Section 10.10.



“Restricted Subsidiary” means a Subsidiary of the Partnership, which, as of the date of
determination, is not an Unrestricted Subsidiary of the Partnership.



“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



“Sale and Leaseback Transaction” of any Person (a “Transferor”) means any arrangement (other
than between the Partnership and a Wholly Owned Restricted Subsidiary or between Wholly Owned
Restricted Subsidiaries) whereby (a) property (the “Subject Property”) has been or is to be
disposed of by such Transferor to any other Person with the intention on the part of such
Transferor of taking back a lease of such Subject Property pursuant to which the rental payments
are calculated to amortize the purchase price of such Subject Property substantially over the
useful life of such Subject Property, and (b) such Subject Property is in fact so leased by such
Transferor or an Affiliate of such Transferor.



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



“Securities Act” means the Securities Act of 1933, as amended from time to time, and any
statute successor thereto, and the rules and regulations of the Commission promulgated thereunder.



“Significant Subsidiary” shall have the same meaning as in Rule 1.02(w) of Regulation S-X
under the Securities Act.



“Security Register” and “Security Registrar” have the respective meanings specified in Section
3.05.



“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.



“Stated Maturity” means, (i) when used with respect to any Security or any installment of
interest thereon, the date specified in such Security as the fixed date on which the principal of
such Security or such installment of interest is due and payable, and (ii) when used with respect
to any other Indebtedness, means the date or dates specified in the instrument governing such
Indebtedness as the fixed date or dates on which each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at final maturity, in
respect of such Indebtedness, or any installment of interest thereon, is due and payable.



“Subject Property” has the meaning specified in the definition of “Sale and Leaseback
Transaction.”



“Subordinated Indebtedness” means Indebtedness of the Partnership which is expressly
subordinated in right of payment to the Securities.



“Subsidiary” means, with respect to any Person, (i) a corporation a majority of whose Voting
Stock (or, in the case of a partnership, a majority of the partners’ Capital Stock, considering all
partners’ Capital Stock as a single class) is at the time, directly or indirectly, owned by such
Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof and (ii) any other Person, including, without limitation, a joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof,
directly or indirectly, at the date of determination thereof, has at least a majority ownership
interest entitled to vote in the election of directors, managers, general partners or trustees
thereof (or other Person performing similar functions) or, if such Persons are not elected, to vote
on any matter that is submitted to the vote of all Persons holding ownership interests in such
entity. For purposes of this definition, any directors’ qualifying shares or investments by foreign
nationals mandated by applicable law shall be disregarded in determining the ownership of a
Subsidiary.


 


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“Total Assets” means as of any date of determination, the consolidated total assets of the
Partnership and the Restricted Subsidiaries as would be shown on a consolidated balance sheet of
the Partnership and the Restricted Subsidiaries prepared in accordance with GAAP.



“Transaction Date” has the meaning specified in the definition of “Consolidated Fixed Charge
Coverage Ratio.”




“Transferor” has the meaning specified in the definition of “Sale and Leaseback Transaction.”



“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of the
Issue Date; provided, however, that in the event the Trust Indenture Act of 1939 is amended after
such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.



“Trustee” means the Person named as such in the first paragraph of this instrument until a
successor replaces it in accordance with the applicable provision of this Indenture and thereafter
means the successor serving hereunder.



“UCC” means the Uniform Commercial Code as it may be from time to time in effect in the State
of New York.




“UGI” means UGI Corporation, a Pennsylvania corporation, and its successors.



“Unrestricted Subsidiary” means any Subsidiary of the Partnership or a Restricted Subsidiary
that is designated as such by the General Partner; provided that no portion of the Indebtedness or
any other obligation (contingent or otherwise) of such Subsidiary (a) is guaranteed by the
Partnership or any Restricted Subsidiary, (b) is recourse to or obligates the Partnership or any
Restricted Subsidiary in any way or (c) subjects any property or assets of the Partnership or any
Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction
thereof.



Notwithstanding the foregoing, the Partnership or a Restricted Subsidiary may Guaranty or
agree to provide funds for the payment or maintenance of, or otherwise become liable with respect
to Indebtedness of an Unrestricted Subsidiary; but only to the extent that the Partnership or a
Restricted Subsidiary would be permitted to (a) make an Investment in such Unrestricted Subsidiary
pursuant to subdivision (h) of the definition of Permitted Investments and (b) incur the
Indebtedness represented by such Guaranty or agreement pursuant to the first paragraph of Section
10.09 hereof. The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted
Subsidiary, provided that immediately after giving effect to such designation, (i) there exists no
Event of Default or event which after notice or lapse of time or both would become an Event of
Default and (ii) if such Unrestricted Subsidiary has, as of the date of such designation,
outstanding Indebtedness (other than Permitted Indebtedness) the Partnership could incur at least
$1.00 of Indebtedness (other than Permitted Indebtedness). Notwithstanding the foregoing, (i) no
Subsidiary may be designated an Unrestricted Subsidiary if such Subsidiary, directly or indirectly,
holds capital stock of a Restricted Subsidiary and (ii) neither the Operating Partnership nor
Finance Corp. may be designated an Unrestricted Subsidiary.



“Vice President,” when used with respect to a corporation or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



“Voting Stock” means, with respect to an entity with outstanding voting Capital Stock, any
class or classes of Capital Stock pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of directors,
managers, general partners or trustees of any Person (irrespective of whether or not, at the time,
Capital Stock of any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency) or, with respect to a partnership (whether general or limited),
any general partner interest in such partnership.



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



 


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“Wholly Owned Restricted Subsidiary” means the Operating Partnership or any Subsidiary of the
Partnership of which 100% of the outstanding Capital Stock is owned by the Partnership or by one or
more Wholly Owned Restricted Subsidiaries of the Partnership or by the Partnership and one or more
Wholly Owned Restricted Subsidiaries of the Partnership. For purposes of this definition, any
directors’ qualifying shares or investments by foreign nationals mandated by applicable law shall
be disregarded in determining the ownership of a Subsidiary.



Section 1.02 Compliance Certificates and Opinions.




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



Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (including certificates provided for in Section 10.06) shall include:




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




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




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




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



Section 1.03 Form of Documents Delivered to Trustee.




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



Any certificate or opinion of officers of the General Partner on behalf of the Partnership (or
the Partnership if the Partnership is a corporation) may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel, unless such officers
know, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which the certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, officers of the General
Partner on behalf of the Partnership (or the Partnership if the Partnership is a corporation) or
any Subsidiaries of the Issuers stating that the information with respect to such factual matters
is in the possession of the Issuers or any Subsidiaries of the Issuers, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.



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


 


18









 





Section 1.04 Acts of Holders; Record Dates.




Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.01) conclusive in favor of the Trustee and the Issuers, if made in the manner
provided in this Section.



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




The ownership of Securities shall be proved by the Security Register.



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



The Issuers may, in the circumstances permitted by the Trust Indenture Act, set any day as the
record date for the purpose of determining the Holders of Outstanding Securities of any series
entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given or taken by Holders of Securities
of such series. With regard to any record date set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date (or their duly appointed agents),
and only such Persons, shall be entitled to give or take the relevant action, whether or not such
Holders remain Holders after such record date. With regard to any action that may be given or taken
hereunder only by Holders of a requisite principal amount of Outstanding Securities of any series
(or their duly appointed agents) and for which a record date is set pursuant to this paragraph, the
Issuers may, at their option, set an expiration date after which no such action purported to be
given or taken by any Holder shall be effective hereunder unless given or taken on or prior to such
expiration date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents). On or prior to any expiration date set
pursuant to this paragraph, the Issuers may, on one or more occasions at their option, extend such
date to any later date. Nothing in this paragraph shall prevent any Holder (or any duly appointed
agent thereof) from giving or taking, after any such expiration date, any action identical to, or,
at any time, contrary to or different from, the action or purported action to which such expiration
date relates, in which event the Issuers may set a record date in respect thereof pursuant to this
paragraph. Nothing in this paragraph shall be construed to render ineffective any action taken at
any time by the Holders (or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is so taken. Notwithstanding
the foregoing or the Trust Indenture Act, the Issuers shall not set a record date for, and the
provisions of this paragraph shall not apply with respect to, any notice, declaration or direction
referred to in the next paragraph.



The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default
with respect to Securities of such series has occurred and is continuing and the Trustee shall not
have given such a declaration to the Issuers, (iii) any request to institute proceedings referred
to in Section 5.07 or (iv) any direction referred to in Section 5.05, in each case with respect to
Securities of such series. Promptly after any record date is set pursuant to this paragraph, the
Trustee shall notify the Issuers and the Holders of Outstanding Series of such series of any such
record date so fixed and the proposed



 


19









 






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



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



Section 1.05 Notices, Etc., to Trustee and Issuers.




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




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




(2) the Issuers by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Issuers addressed to them at the address of their principal office
specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Issuers.



Section 1.06 Notice to Holders; Waiver.




Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.



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



Section 1.07 Conflict with Trust Indenture Act.




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



 


20









 






The following Trust Indenture Act terms used in this Indenture have the following meanings:




“indenture securities” means the Securities.




“indenture security holder” means a Holder.




“indenture to be qualified” means this Indenture.




“indenture trustee” or “institutional trustee” means the Trustee.




“obligor on the indenture securities” means the Issuers and any other obligor on the
Securities.



All other Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by the Trust Indenture Act referenced to another statute or defined by any
rule of the Commission and not otherwise defined herein have the meanings defined to them thereby.



Section 1.08 Effect of Headings and Table of Contents.




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



Section 1.09 Successors and Assigns.




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



Section 1.10 Separability Clause.




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



Section 1.11 Benefits of Indenture.




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



Section 1.12 Governing Law.




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



Section 1.13 Legal Holidays.




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


 


21









 





ARTICLE II




SECURITY FORMS




Section 2.01 Forms Generally.




The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to Board Resolutions or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is established by action
taken pursuant to Board Resolutions, an Officers’ Certificate certifying a copy of an appropriate
record of such action shall be delivered to the Trustee at or prior to the delivery of the Issuers’
Order contemplated by Section 3.03 for the authentication and delivery of such Securities.



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



Section 2.02 Form of Face of Security.





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



AmeriGas Partners, L.P.

AmeriGas Finance Corp.






	 	 	 	 	 
	No.
	 	$	 	 






AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas
Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the
“Issuers”), which term includes any successor Persons under the Indenture hereinafter referred to),
for value received, jointly and severally hereby promise to pay to

 _____, or registered assigns, the principal sum of _____ 
Dollars on _____  [if the Security is to bear interest prior to Stated Maturity,
insert —, and to pay interest thereon from
 _____ 

or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on _____ 
and
 _____ 

in each year, commencing
 _____ 

at the rate of  _____% per annum, until the principal hereof is paid or made available for payment [if Applicable,
Insert —, and at the rate of
 _____% per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more predecessor securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
 _____ 

or  _____ 
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more predecessor securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.



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



 


22









 





Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Issuers maintained for that
purpose in _____, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts [if applicable, insert —;
provided, however, that at the option of the Issuers payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].



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



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



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



Dated:



	 	 	 	 	 	 	 
	 	 	AmeriGas Partners, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AmeriGas Propane, Inc.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AmeriGas Finance Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
 
	 	 	 	 	 	 






Section 2.03 Form of Reverse of Security.




This Security is one of a duly authorized issue of securities of the Issuers (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
 _____, 20_____ 

(herein called the “Indenture”), between the Issuers and U.S. Bank National
Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Issuers, the Trustee and the Holders of the Securities and of the terms upon
which the Securities
are, and are to be, authenticated and delivered. This Security is one of the series designated
on the face hereof [if applicable insert —, limited in aggregate principal amount to $_____].



 


23









 





[If applicable insert — The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable, insert — (1) on
 _____ 

in any year
commencing with the year
 _____ 

and ending with the year
 _____ 

through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable insert on or after
_____, 20_____], as a whole or in
part, at the election of the Issuers, at the following Redemption Prices (expressed as percentages
of the principal amount): If redeemed [if applicable insert — on or before
 _____,  _____%, and if redeemed] during the 12-month period beginning
 _____ 

of the years
indicated,




	 	 	 	 	 	 	 
	Year	 	Redemption Price	 	Year	 	Redemption Price






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



[If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on
 _____ 

in any year commencing with the year
 _____ and ending with the year
 _____ 

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

of the years indicated,




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





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




[If applicable, insert — Notwithstanding the foregoing, the Issuers may not, prior to  _____ 
redeem any Securities of this series as contemplated by [if applicable, insert —
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Issuers (calculated in accordance with generally accepted financial practice) of less than
 _____% per annum.]



[If applicable, insert — The sinking fund for this series provides for the redemption on  _____ 
in each year beginning with the year
 _____ 

and ending with the year  _____ 
of [if applicable, insert — not less than $_____  “mandatory sinking fund”) and not
more than] $_____ 

aggregate principal amount of Securities of this series. Securities of
this series acquired or redeemed by the Issuers otherwise than through [if applicable, insert —
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert —
mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the
inverse order in which they become due).]


 


24









 





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



[If the Security is not subject to redemption of any kind, insert — The Securities of this
series are not subject to redemption prior to the Maturity Date.]



[If applicable, insert — The Indenture contains provisions for defeasance at any time of (l)
the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default
with respect to this Security, in each case upon compliance with certain conditions set forth in
the Indenture.]



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



[If the Security is an Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to insert formula for determining the amount.
Upon payment (i) of the amount of principal so declared due and payable, and (ii) of interest on
any overdue principal and overdue interest, all of the Issuers’ obligations in respect of the
payment of the principal of and interest, if any, on the Securities of this series shall
terminate.]



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



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



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligations of the Issuers, which are absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security can be registered in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Issuers in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Issuers and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


25









 





The Securities of this series are issuable only in registered form without coupons in
denominations of $_____ 

and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



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



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



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



Section 2.04 Form of Legend for Global Securities.




Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:



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



Section 2.05 Form of Trustee’s Certificate of Authentication.





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



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




	 	 	 	 	 	 	 
	 	 	U.S. Bank National Association, as
Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	 	 	Authorized Signatory
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 






ARTICLE III




THE SECURITIES




Section 3.01 Amount Unlimited; Issuable in Series.




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



The Securities may be issued in one or more series. There shall be established in or pursuant
to Board Resolutions and, subject to Section 3.03, set forth, or determined in the manner provided,
in Officers’ Certificates, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,


 


26









 






(1) the title of the Securities of the series, including CUSIP Numbers (which shall
distinguish the Securities of the series from Securities of any other series);




(2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for the Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and
except for any Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);




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




(4) the date or dates on which the principal of the Securities of the series is
payable;




(5) the rate or rates at which the Securities of the series shall bear interest, if
any, or the manner in which such rate shall be calculated, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which any such interest shall be
payable and the Regular Record Date for any interest payable on any Interest Payment Date;




(6) the place or places where the principal of and any premium and interest on the
Securities of the series shall be payable;




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




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




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




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




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




(12) if other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of acceleration of the
Stated Maturity thereof pursuant to Section 5.02;




(13) if applicable, that the Securities of the series shall be subject to either or
both of Legal Defeasance or Covenant Defeasance as provided in Article XIII;




(14) if and as applicable, that the Securities of the series shall be issuable in whole
or in part in the form of one or more Global Securities and, in such case, the Depositary or
Depositaries for such Global Security or Global Securities and any circumstances other than
those set forth in Section 3.05 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person other than the
Depositary for such Global Security or a nominee thereof and in which any such transfer may
be registered;


 


27









 






(15) any addition to or change in the Events of Default set forth in Section 5.01
and/or the covenants set forth in Article X, which applies to the Securities of the series;
and




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



All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolutions referred to above
and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’
Certificates referred to above or in any such indenture supplemental hereto.



If any of the terms of the series are established by action taken pursuant to Board
Resolutions, a copy of an appropriate record of such action shall be certified by the Secretary or
Assistant Secretary of the General Partner of the Partnership (or the Partnership if the
Partnership is a corporation) or by the Secretary or an Assistant Secretary of Finance Corp and
delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the
terms of the series.



The Issuers may, from time to time, by adoption of Board Resolutions and subject to compliance
with any other applicable provisions of this Indenture, without the consent of the Holders, create
and issue pursuant to this Indenture additional securities of any series of Securities (“Add On
Securities”) having terms and conditions identical to those of such series of Outstanding
Securities, except that such Add On Securities:




(i) may have a different issue date from such series of Outstanding Securities;




(ii) may have a different amount of interest payable on the first Interest Payment Date
after issuance than is payable on such series of Outstanding Securities; and




(iii) may have terms specified in such Board Resolutions for such Add On Securities
making appropriate adjustments to this Article III applicable to such Add On Securities in
order to conform to and ensure compliance with the Securities Act (or applicable securities
laws) which are not adverse in any material respect to the Holder of any Outstanding
Securities (other than such Add On Securities) and which shall not affect the rights or
duties of the Trustee.



Section 3.02 Denominations.




The Securities of each series shall be issuable only in registered form without coupons in
such denominations as shall be specified as contemplated by Section 3.01. In the absence of any
such specified denomination with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple thereof.



Section 3.03 Execution, Authentication, Delivery and Dating.




The Securities shall be executed on behalf of the Issuers by the Chairman of the Board, Vice
Chairman of the Board, President, one of the Vice Presidents or the Treasurer for each of the
General Partner (or the Partnership if the Partnership is a corporation) and Finance Corp. under
their corporate seals reproduced thereon attested by the Secretary or one of the Assistant
Secretaries or by the Chief Financial Officer. The signature of any of these officers on the
Securities may be manual or facsimile.



Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the General Partner (or the Partnership if the Partnership is a corporation) and
Finance Corp., respectively, shall bind the Issuers, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.





 


28









 





At any time and from time to time after the execution and delivery of this Indenture, the
Issuers may deliver the Securities of any Series that have been properly executed to the Trustee
for authentication, together with an Issuers’ Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Issuers’ Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established in or
pursuant to Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating,



(1) if the form of such Securities has been established by or pursuant to Board
Resolutions as permitted by Section 2.01, that such form has been established in conformity
with the provisions of this Indenture;




(2) if the terms of such Securities have been established by or pursuant to Board
Resolutions as permitted by Section 3.01, that such terms have been established in
conformity with the provisions of this Indenture; and




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



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



Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all of the
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Issuers’ Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents are delivered at or prior
to the authentication upon original issuance of the first Security of such series to be issued.




Each Security shall be dated the date of its authentication.



No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the
Issuers shall deliver such Security to the Trustee for cancellation as provided in Section 3.09,
for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.



Section 3.04 Temporary Securities.




Pending the preparation of definitive Securities of any series, the Issuers may execute, and
upon the Issuers’ Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



If temporary Securities of any series are issued, the Issuers will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Issuers in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

Until so exchanged, the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of such series and tenor.


 


29









 







Section 3.05 Registration, Registration of Transfer and Exchange.




The Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Issuers in a Place
of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided.



Upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Issuers shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor.



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



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



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



No service charge shall be made for any registration of transfer or exchange of the
Securities, but the Issuers or Security Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of the Securities, other than exchanges pursuant to Section 3.04, 9.06 or
11.07 not involving any transfer.



The Issuers shall not be required (1) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of the Securities of that series selected for
redemption under Section 11.03 and ending at the close of business on the day of such mailing, or
(2) to register the transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.



Notwithstanding any other provision in this Indenture, no Global Security may be transferred
to, or registered or exchanged for the Securities registered in the name of, any Person other than
the Depositary for such Global Security or any nominee thereof, and no such transfer may be
registered, unless (1) such Depositary (A) notifies the Issuers that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a clearing agency
registered under the Exchange Act, (2) the Issuers execute and deliver to the Trustee an Issuers’
Order that such Global Security shall be so transferable, registrable and exchangeable, and such
transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default
with respect to the Securities evidenced by such Global Security or (4) there shall exist such
other circumstances, if any, as have been specified for this purpose as contemplated by Section
3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the
restriction set forth in the preceding sentence shall have ceased to apply may be transferred only
to, and may be registered and exchanged for the Securities registered only in the name or names of,
such Person or Persons as the Depositary for such Global Security shall have directed and no
transfer thereof other than such a transfer may be registered.


 


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Every Security authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, a Global Security to which the restriction set forth in the first sentence of
the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or
11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global
Security.



Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.




If any mutilated Security is surrendered to the Trustee, the Issuers shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.



If there shall be delivered to the Issuers and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Issuers or the Trustee that such Security has been acquired by a bona fide
purchaser, the Issuers shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.



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



Upon the issuance of any new Security under this Section, the Issuers may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



Every new Security of any series issued pursuant to this Section in exchange for any mutilated
Security or in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuers, whether or not the mutilated, destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.



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



Section 3.07 Payment of Interest; Interest Rights Preserved.




Except as otherwise provided as contemplated by Section 3.01 with respect to any series of the
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more predecessor securities) is registered at the close of business on the Regular Record Date for
such interest.



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




(1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective predecessor securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the


 


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Issuers of such Special Record Date and, in the name and at the expense of the Issuers,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder of the Securities of
such series at his address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective
predecessor securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2).




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



Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



Section 3.08 Persons Deemed Owners.




Prior to due presentment of a Security for registration of transfer, the Issuers, the Trustee
and any agent of the Issuers or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Issuers, the Trustee nor any
agent of the Issuers or the Trustee shall be affected by notice to the contrary.



Section 3.09 Cancellation.




All of the Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Issuers
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Issuers may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Issuers have not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in its customary manner.



Section 3.10 Computation of Interest.




Except as otherwise specified as contemplated by Section 3.01 for the Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.



Section 3.11 CUSIP Numbers.




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


 


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ARTICLE IV




SATISFACTION AND DISCHARGE




Section 4.01 Satisfaction and Discharge of Indenture.




This Indenture shall upon the Issuers’ Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of the Securities herein expressly
provided for), and the Trustee, at the expense of the Issuers, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when




(1) either




(A) all of the Securities theretofore authenticated and delivered (other than (i) the
Securities which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.06 and (ii) the Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid
to the Issuers or discharged from such trust) have been delivered to the Trustee for
cancellation; or




(B) all such Securities not theretofore delivered to the Trustee for cancellation




(i) have become due and payable, or




(ii) will become due and payable at their Stated Maturity within one year, or




(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuers,




and the Issuers, in the case of (i), (ii) or (iii) above, have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of the Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;




(2) the Issuers have paid or caused to be paid all other sums payable hereunder by the
Issuers; and




(3) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Issuers to the Trustee under Section 6.06, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under
Section 4.02 shall survive such satisfaction and discharge.



Section 4.02 Application of Trust Money.




All money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuers acting as their own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with the Trustee.


 


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ARTICLE V




REMEDIES




Section 5.01 Events of Default.




“Event of Default,” wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):




(1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or




(2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Stated Maturity; or




(3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series, and continuance of such default for a period of 30 days; or




(4) either of the Issuers fails to perform or observe any other term, covenant or
agreement contained in the applicable series of Securities or this Indenture (other than a
default specified in clause (1), (2), or (3) above or that results from our failure to
comply with Section 7.04) and such default continues for a period of 45 days after written
notice of such default requiring the Issuers to remedy the same shall have been given (x) to
the Partnership by the Trustee or (y) to the Issuers and the Trustee by Holders of 25% in
aggregate principal amount of the Securities of that series then outstanding; or




(5) a default occurs or defaults occur under one or more agreements, instruments,
mortgages, bonds, debentures or other evidences of Indebtedness under which the Partnership
or any Restricted Subsidiary then has outstanding Indebtedness, which default (a) is caused
by failure to pay (x) principal with respect to Indebtedness of a Restricted Subsidiary at
its Stated Maturity or within the applicable grace period, if any, provided with respect to
such Indebtedness or (y) principal, premium or interest with respect to Indebtedness of the
Partnership within the applicable grace period, if any, provided in such Indebtedness
(collectively, a “Payment Default”) or (b) results in the acceleration of such Indebtedness
prior to its Stated Maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so accelerated,
aggregates $10 million or more; or




(6) a final judgment or judgments (which is or are non-appealable and non-reviewable or
which has or have not been stayed pending appeal or review or as to which all rights to
appeal or review have expired or been exhausted) shall be rendered against the Partnership,
any Restricted Subsidiary, the General Partner or any Significant Subsidiary for the payment
of money in excess of $10 million in the aggregate and which judgment or judgments shall not
be covered by insurance or discharged or execution thereon stayed pending appeal or review
within 60 days after entry of such judgment, or, in the event of such a stay, such judgment
shall not be discharged within 30 days after such stay expires; or




(7) the Partnership, Finance Corp. or any of their respective Significant Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law:




(a) commences a voluntary case,




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




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




(d) makes a general assignment for the benefit of its creditors, or




(e) admits in writing its inability to pay debts as the same become due; or


 


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




(a) is for relief against the Partnership, Finance Corp. or any of their
respective Significant Subsidiaries in an involuntary case,




(b) appoints a Custodian of the Partnership, Finance Corp. or any of their
respective Significant Subsidiaries or for all or substantially all of their
property, or




(c) orders the liquidation of the Partnership, Finance Corp. or any of their
respective Significant Subsidiaries, and the order or decree remains unstayed and in
effect for 60 days; or




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



A Default under clause (4) is not an Event of Default until the Trustee notifies the Issuers,
or the Holders of at least 25% in principal amount of the then outstanding Securities of that
series notify the Issuers and the Trustee, of the Default and the Issuers do not cure the Default
within 45 days after receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a “Notice of Default.”



In the case of any Event of Default pursuant to the provisions of this Section 5.01 occurring
by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers
with the intention of avoiding payment of the premium that the Issuers would have had to pay if the
Issuers then had elected to redeem the Securities of that series pursuant to Article XI hereof, an
equivalent premium shall also become and be immediately due and payable to the extent permitted by
law, anything in this Indenture or in the Securities to the contrary notwithstanding.



Section 5.02 Acceleration of Stated Maturity, Rescission and Annulment.




If an Event of Default (other than an Event of Default specified in clauses (7) and (8) of
Section 5.01) with respect to Securities of any series at the time Outstanding occurs and is
continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal
amount of the then outstanding Securities of that series by written notice to the Issuers and the
Trustee, may declare the unpaid principal (or, if any of the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series, and any accrued interest
on such Securities be due and payable. Upon such declaration the principal and interest shall be
due and payable immediately. If an Event of Default specified in clause (7) or (8) of Section 5.01
occurs, such an amount shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the then outstanding Securities of any series by written notice to the Trustee
may rescind an acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with respect to the Securities of that
series (except nonpayment of principal or interest that has become due solely because of the
acceleration) have been cured or waived.



Section 5.03 Other Remedies.




If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
(under this Indenture or otherwise) to collect the payment of principal or interest on the
Securities of that series or to enforce the performance of any provision of the Securities of that
series, or this Indenture.



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



Section 5.04 Waiver of Past Defaults.




Holders of a majority in principal amount of the Securities of any series then Outstanding by
notice to the Trustee may waive an existing Default or Event of Default with respect to that series
and its consequences, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, any Securities of that series held by a
non-consenting Holder. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.



 


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Section 5.05 Control by Majority.




The Holders of a majority in principal amount of the Securities of any series then Outstanding
may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee with respect to such series, or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be unduly prejudicial to the rights of other Holders of the Securities of
that series, or that may involve the Trustee in personal liability.



Section 5.06 Limitation on Suits.




A Holder of the Securities of any series may pursue a remedy with respect to this Indenture or
the Securities only if:




(1) the Holder gives to the Trustee written notice of a continuing Event of Default;




(2) the Holders of at least 25% in principal amount of the Securities of that series
then Outstanding make a written request to the Trustee to pursue the remedy;




(3) such Holder or Holders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;




(4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and




(5) during such 60-day period the Holders of a majority in principal amount of the
Securities of that series then Outstanding do not give the Trustee a direction inconsistent
with the request.



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



Section 5.07 Rights of Holders to Receive Payment.




Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturity
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.



Section 5.08 Collection Suit by Trustee.




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



Section 5.09 Trustee May File Proofs of Claim.




The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Securities allowed in any judicial proceedings relative to the
Issuers (or any other obligor upon the Securities), their creditors or their property and shall be
entitled and empowered to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder of the Securities to make such payments to the Trustee, and in the event that the
Trustee shall



 


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consent to the making of such payments directly to the Holders of the Securities, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.06 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.06 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the Holders of the
Securities may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of the
Securities any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of
the claim of any Holder of the Securities in any such proceeding.



Section 5.10 Priorities.




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



First: to the Trustee, its agents and attorneys for amounts due under Section 6.06, including
payment of all compensation, expense and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;



Second: To the payment of the amounts then due and unpaid for principal of and any premium and
interest on the Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal and any premium and interest, respectively; and




Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.




The Trustee may fix a record date and payment date for any payment to Holders of Securities.



Section 5.11 Undertaking for Costs.




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



ARTICLE VI




THE TRUSTEE




The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and
agrees to perform the same, as herein expressed.



Section 6.01 Duties of Trustee.




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



(2) Except during the continuance of an Event of Default with respect to a series of
Securities:




	 	(a)	 	The duties of the Trustee shall be determined solely by the express provisions
of this Indenture and 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.





 


37









 










	 	(b)	 	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 the certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture.





(3) 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:




	 	(a)	 	This paragraph does not limit the effect of paragraph (2) of this Section.






	 	(b)	 	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.






	 	(c)	 	The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section
5.05.





(4) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (1), (2) and (3) of this Section.



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



(6) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



Section 6.02 Rights of Trustee.





Subject to the provisions of Sections 315(a) through 315(d) of the Trust Indenture Act:



(1) The Trustee may conclusively rely upon 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.



(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability, in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.



(3) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



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



(5) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuers shall be sufficient if signed by an officer of the General Partner, on
behalf of the Partnership (or the Partnership if the Partnership is a corporation) or by an officer
of Finance Corp.


 


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Section 6.03 Definitive Rights of Trustee.




The Trustee in its individual or any other capacity may become the Holder or pledgee of the
Securities of any series and may otherwise deal with the Partnership, Finance Corp. or an Affiliate
of the Partnership or Finance Corp. with the same rights it would have if it were not Trustee. Any
Paying Agent or Security Registrar may do the same with like rights. However, the Trustee is
subject to Sections 6.09 and 6.10.



Section 6.04 Trustee’s Disclaimer.




The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Securities of any series, it shall not be accountable for the
Issuers’ use of the proceeds from the Securities of any series or any money paid to the Issuers or
upon the Issuers’ 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 Securities of any series or
any other document in connection with the sale of the Securities of any series or pursuant to this
Indenture other than its certificate of authentication and that it is duly authorized to execute
and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility and Qualification on Form T-1, if any,
supplied to the Issuers are true and accurate subject to the qualifications set forth therein.



Section 6.05 Notice of Defaults.




If an Event of Default occurs and is continuing and if it is known to a Responsible Officer of
the Trustee, the Trustee shall mail to Holders of the Securities of the applicable series a notice
of the Event of Default within 90 days after it occurs. Except in the case of an Event of Default
in payment on any series of the Securities pursuant to Section 5.01(1) or (2), the Trustee may
withhold the notice if it determines in good faith that withholding the notice is in the interests
of Holders of the Securities of such series.



Section 6.06 Compensation and Indemnity.




The Issuers shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel, except
such disbursements, advances and expenses as may be attributable to its negligence or bad faith.



The Issuers shall indemnify the Trustee against any and all losses, liabilities or expenses
incurred by it without negligence or bad faith on its part arising out of or in connection with the
acceptance or administration of its duties under this Indenture, except as set forth below. The
Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder.
The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel.
Neither the Partnership nor Finance Corp. need pay for any settlement made without their consent,
which consent shall not be unreasonably withheld.



The obligations of the Issuers under this Section 6.06 shall survive the satisfaction and
discharge of this Indenture.



The Issuers need not reimburse any expense or indemnify against any loss or liability incurred
by the Trustee through its own negligence or bad faith.



To secure the Issuers’ payment obligations in this Section, the Issuers hereby grant to the
Trustee a Lien prior to the Securities of any series on all money or property held or collected by
the Trustee, except that held in trust to pay principal and interest on a particular series of the
Securities. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


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When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 5.01(7) or (8) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



Section 6.07 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.



The Trustee may resign at any time with respect to the Securities of one or more series and be
discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in
principal amount of the outstanding Securities of such series may remove the Trustee by so
notifying the Trustee and the Issuers. The Issuers may remove the Trustee if:



(1) the Trustee fails to comply with Section 6.09;



(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 Custodian or public officer takes charge of the Trustee or its property; or




(4) the Trustee becomes incapable of acting.



If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee, with
respect to the Securities of one or more series, for any reason, the Issuers shall promptly appoint
a successor Trustee, with respect to Securities of that or those series. Within one year after the
successor Trustee with respect to a series of Securities takes office, the Holders of a majority in
principal amount of the outstanding Securities of such series may appoint a successor Trustee with
respect to such series to replace the successor Trustee appointed by the Issuers.



If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Partnership, Finance Corp. or the Holders of at least 10%
in principal amount of the outstanding Securities of a series may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



If the Trustee after written request by any Holder of the Securities of any series who has
been a Holder of such series of the Securities for at least six months fails to comply with Section
6.09, such Holder may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.



A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Securities of each applicable series. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 6.06. Notwithstanding
replacement of the Trustee pursuant to this Section 6.07, the Issuers’ obligations under Section
6.06 hereof shall continue for the benefit of the retiring Trustee.



Section 6.08 Successor Trustee by Merger, etc.




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.



Section 6.09 Eligibility; Disqualification.




There shall at all times be a Trustee hereunder that shall be a corporation organized and
doing business under the laws of the United States of America or of any state thereof authorized
under such laws to exercise corporate trust powers, shall be subject to supervision or examination
by Federal or state authority and shall have a
combined capital and surplus of at least $100 million as set forth in its most recent
published annual report of condition.



 


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Section 6.10 Preferential Collection of Claims Against Issuers.




The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.



ARTICLE VII




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS




Section 7.01 Issuers to Furnish Trustee Names and Addresses of Holders.





The Issuers shall furnish or cause to be furnished to the Trustee:




(1) semi-annually, not more than 15 days after each Regular Record Date, a list for
each series of Securities, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of such series as of the Regular Record Date, as
the case may be, and




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



excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.



Section 7.02 Preservation of Information; Communications to Holders.




The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished.



The rights of the Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



Every Holder of Securities, by receiving and holding the same, agrees with the Issuers and the
Trustee that neither the Issuers nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



Section 7.03 Reports by Trustee.




Within 60 days after each May 15 beginning with the May 15 following the Issue Date of a
series of Securities, the Trustee shall mail to each Holder of such series of Securities a brief
report dated as of such May 15 that complies with Trust Indenture Act Section 313(a) if such report
is required by such Trust Indenture Act Section 313(a). The Trustee also shall comply with Trust
Indenture Act Sections 313(b) and 313(c).



The Issuers shall promptly notify the Trustee in writing if the Securities of any series
become listed on any stock exchange or automatic quotation system.



A copy of each report at the time of its mailing to Holders shall be mailed to the Issuers and
filed with the Commission and each stock exchange, if any, on which the Securities are listed.




Section 7.04 Reports by Issuers.




The Issuers shall file with the Trustee and the Commission, and transmit to Holders upon their
written request, such information, documents and other reports, and such summaries thereof, as may
be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to the Trust
Indenture Act; provided that any such information, documents or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
after the same is filed with the Commission. Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Partnership’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).



 


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ARTICLE VIII




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




Section 8.01 When Issuers May Merge, Etc.




(a) The Partnership shall not consolidate or merge with or into (whether or not the
Partnership is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its properties or assets in one or more related transactions to,
another Person unless (i) the Partnership is the surviving Person, or the Person formed by or
surviving any such consolidation or merger (if other than the Partnership) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation
or partnership organized or existing under the laws of the United States, any state thereof or the
District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if
other than the Partnership) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations of the Partnership
pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the
Securities and this Indenture; (iii) immediately after such transaction no Default or Event of
Default exists; and (iv) the Partnership or such other Person formed by or surviving any such
consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made (A) will have Consolidated Net Worth (immediately after the
transaction but prior to any purchase accounting adjustments resulting from the transaction) equal
to or greater than the Consolidated Net Worth of the Partnership immediately preceding the
transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto
as if such transaction had occurred at the beginning of the applicable Four-Quarter Period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed
Charge Coverage Ratio test set forth in Section 10.09 hereof.



(b) Finance Corp. shall not consolidate or merge with or into (whether or not Finance Corp. is
the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related transactions to, another
Person unless (i) Finance Corp. is the surviving Person, or the Person formed by or surviving any
such consolidation or merger (if other than Finance Corp.) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a corporation organized or
existing under the laws of the United States, any state thereof or the District of Columbia and a
Wholly Owned Restricted Subsidiary of the Partnership; (ii) the Person formed by or surviving any
such consolidation or merger (if other than Finance Corp.) or the Person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the
obligations of Finance Corp., pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee, under the Securities and this Indenture; and (iii) immediately after
such transaction no Default or Event of Default exists.



(c) The Partnership or Finance Corp., as the case may be, shall deliver to the Trustee prior
to the consummation of any proposed transaction subject to the foregoing paragraphs (a) and (b) an
Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed
transaction and such supplemental indenture comply with this Indenture. The Trustee shall be
entitled to conclusively rely upon such Officers’ Certificate and Opinion of Counsel.



Section 8.02 Successor Person Substituted.




Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Partnership or Finance Corp. in
accordance with Section 8.01 hereof, the successor Person formed by such consolidation or into or
with which the Partnership or Finance Corp. is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to the “Partnership,”
“Finance Corp.” or the “Issuers,” as the case may be, shall refer to or include instead the
successor Person and not the Partnership or Finance Corp., as the case may be), and may exercise
every right and power of the Partnership or Finance Corp., as the case may be, under this Indenture
with the same effect as if such successor Person had been named as the Partnership or Finance
Corp., as the case may be, herein and thereafter, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.



 


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ARTICLE IX




SUPPLEMENTAL INDENTURES




Section 9.01 Supplemental Indentures Without Consent of Holders.




Without the consent of any Holders, the Issuers, when authorized by Board Resolutions, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




(1) to evidence the succession of another Person to either or both of the Issuers and
the assumption by any such successor of the covenants of such Issuers herein and in the
Securities; or




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




(3) to add any additional Events of Default for the benefit of the Holders of all or
any series of the Securities (and if such Events of Default are to be for the benefit of
less than all series of the Securities, stating that such Events of Default are expressly
being included solely for the benefit of such series); or




(4) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of the Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons, or to
permit or facilitate the issuance of the Securities in uncertificated form; or




(5) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of the Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such provision or
(B) shall become effective only when there is no such Security Outstanding; or




(6) to provide security for the Securities; or




(7) to establish the form or terms of the Securities of any series as permitted by
Sections 2.01 and 3.01; or




(8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.07; or




(9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this clause (9) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect; or




(10) to add to, change, or eliminate any of the provisions of this Indenture to such
extent as shall be necessary to add or substitute any of the Partnership’s subsidiaries as a
co-issuer of securities of an applicable series.


 


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Section 9.02 Supplemental Indentures with Consent of Holders.




With the consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of all series affected by such supplemental indenture (voting as
one class), by Act of said Holders delivered to the Issuers and the Trustee, the Issuers, when
authorized by Board Resolutions, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the
Holders of the Securities so affected under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




(1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
or the time of payment of interest thereon or any premium payable upon the redemption
thereof, or reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Stated Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in
which, any Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or




(2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain Defaults hereunder and their consequences) provided for in this
Indenture, or




(3) modify any of the provisions of this Section or Section 5.04, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant
changes in this Section, or the deletion of this proviso, in accordance with the
requirements of Sections 6.07 and 9.01(8),




(4) change any obligation of the Issuers to maintain an office or agency, or




(5) change any obligation of the Issuers to pay additional amounts, or




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




(7) reduce or postpone any sinking fund or similar provision.



A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of the Securities, or which modifies the rights of the Holders of the 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 the Securities of any other series.



It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



Section 9.03 Execution of Supplemental Indentures.




In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 


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Section 9.04 Effect of Supplemental Indentures.




Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of the Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby except as otherwise provided in the
Supplemental Indenture.



Section 9.05 Conformity with Trust Indenture Act.




Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.



Section 9.06 Reference in Securities to Supplemental Indentures.




The Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Issuers shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Issuers, to any such supplemental indenture may be
prepared and executed by the Issuers and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.



ARTICLE X




COVENANTS




Section 10.01 Payment of Securities.




The Issuers covenant and agree for the benefit of each series of Securities that they will pay
the principal of and interest on the Securities of that series on the dates and in the manner
provided in the Securities of that series and this Indenture. An installment of principal, premium,
if any, or interest on the Securities shall be considered paid on the date it is due if the Trustee
or Paying Agent (other than the Issuers or Affiliates of the Issuers) holds for the benefit of the
Holders, on that date, immediately available funds deposited and designated for and sufficient to
pay all principal, premium, if any, and interest then due.



The Issuers shall pay interest on overdue principal and on overdue installments of interest at
the rate specified in the Securities compounded semi-annually, to the extent lawful.



Section 10.02 Maintenance of Office or Agency.




The Issuers shall maintain in the Place of Payment for each series of Securities, an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Issuers in respect of the Securities of that series and this
Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Issuers
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.



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



Section 10.03 Money for Securities Payments to Be Held in Trust.




If the Issuers shall at any time act as their own Paying Agent with respect to any series of
Securities, the Issuers will, on or before each due date of the principal of or any premium or
interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of their action or failure so to act.



 


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Whenever the Issuers shall have one or more Paying Agents for any series of Securities, they
will, on or prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Issuers will promptly notify the Trustee of their action or failure so to act.



The Issuers will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any Default by the Issuers (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.



The Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Issuers’ Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Issuers or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Issuers on the Issuers’ Request, or (if then held by the Issuers)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Issuers for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Issuers cause to be
published once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining will be repaid to the
Issuers.



Section 10.04 Partnership and Corporate Existence.




Subject to Section 10.16 and Article VIII, each of the Partnership and Finance Corp. shall do
or cause to be done all things necessary to preserve and keep in full force and effect (a) its
partnership or its corporate existence, as the case may be, and the partnership, corporate or other
existence of each of their respective Subsidiaries, in accordance with their respective
organizational documents (as the same may be amended from time to time) and (b) its (and its
Subsidiaries’) rights (charter and statutory), licenses and franchises; provided, however, that the
Partnership and Finance Corp. shall not be required to preserve any such right, license or
franchise or the partnership, corporate or other existence of any Subsidiary if (i) the Board of
Directors of the General Partner on behalf of the Partnership (or the Partnership if the
Partnership is a corporation) shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Issuers and their respective Subsidiaries taken as a whole
and (ii) the loss thereof is not adverse in any material respect to the Holders.



Section 10.05 Payment of Taxes and Other Claims.




Each of the Partnership and Finance Corp. shall, and shall cause each of its respective
Subsidiaries to, pay prior to delinquency all material taxes, assessments and governmental levies,
except as contested in good faith and by appropriate proceedings.


 


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Section 10.06 Compliance Certificate; Notice of Default.




(a) The Partnership shall deliver to the Trustee within 120 days after the end of each fiscal
year an Officers’ Certificate stating that a review of its activities and the activities of its
Subsidiaries (including Finance Corp.) during the preceding fiscal year has been made under the
supervision of the signing officers with a view to determining whether each of the Issuers has
kept, observed, performed and fulfilled its obligations under this Indenture, and further stating,
as to each such officer signing such certificate, that to the officer’s knowledge each Issuer has
kept, observed, performed and fulfilled each and every covenant contained in this Indenture, and is
not in default in the performance or observance of any of the terms, provisions and conditions
hereof or thereof (or, if an Event of Default shall have occurred, describing such Events of
Default of which the officer may have knowledge and what action is being taken or proposes to be
taken with respect thereto).



(b) The Issuers shall, so long as any of the Securities of any series are outstanding, deliver
to the Trustee, immediately upon becoming aware of (i) any Event of Default with respect to such
series under this Indenture or (ii) any event of default under any other mortgage, indenture or
instrument referred to in Section 5.01(5), an Officers’ Certificate specifying such Event of
Default or other event of default and what action the Issuers are taking or propose to take with
respect thereto.



Section 10.07 Waiver of Stay, Extension or Usury Laws.




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



Section 10.08 Limitation on Liens.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, incur,
assume or suffer to exist any Liens, other than Permitted Liens, upon any of its respective
property or assets, whether owned on the applicable Issue Date of a series of Securities or
thereafter acquired, unless all payments due under this Indenture and any series of Securities are
secured on an equal and ratable basis with the obligations so secured until such time such
obligations are no longer secured by a Lien.



Section 10.09 Limitation on Additional Indebtedness.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume or guarantee or in any manner become directly
or indirectly liable, contingently or otherwise, for the payment of (in each case, to “incur”), any
Indebtedness (including, without limitation, any Redeemable Capital Stock), unless at the time of
such incurrence, and after giving pro forma effect to the receipt and application of the proceeds
of such Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Partnership is greater
than 2.00 to 1.



Notwithstanding the foregoing, the Partnership and its Restricted Subsidiaries may incur
Permitted Indebtedness.



Section 10.10 Limitation on Restricted Payments.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:




(a) declare or pay any dividend or make any other distribution or payment on or in
respect of Capital Stock of the Partnership or any of its Restricted Subsidiaries or any
payment made to the direct or

indirect holders (in their capacities as such) of Capital Stock of the Partnership or
any of its Restricted Subsidiaries (other than (x) dividends or distributions payable solely
in Capital Stock of the Partnership (other than Redeemable Capital Stock) or in options,
warrants or other rights to purchase Capital Stock of the Partnership (other than Redeemable
Capital Stock), (y) the declaration or payment of dividends or other distributions to the
extent declared or paid to the Partnership or any Restricted Subsidiary of the Partnership
and (z) the declaration or payment of dividends or other distributions by any Restricted
Subsidiary of the Partnership to all holders of Capital Stock of such Restricted Subsidiary
on a pro rata basis (including, in the case of the Operating Partnership, to the general
partner thereof)),


 


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(b) purchase, redeem, defease or otherwise acquire or retire for value any Capital
Stock of the Partnership or any of its Restricted Subsidiaries (other than any such Capital
Stock owned by a Wholly Owned Restricted Subsidiary of the Partnership),




(c) make any principal payment on, or purchase, defease, repurchase, redeem or
otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment,
scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness
(other than any such Indebtedness owned by the Partnership or a Wholly Owned Restricted
Subsidiary of the Partnership), or




(d) make any Investment (other than any Permitted Investment) in any entity


(such payments or Investments described in the preceding clauses (a), (b), (c) and (d) are
collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect
to the proposed Restricted Payment, (A) no Default or Event of Default shall have occurred and be
continuing and (B) such Restricted Payment, together with the aggregate of all other Restricted
Payments made by the Partnership and its Restricted Subsidiaries during the fiscal quarter during
which such Restricted Payment is made, shall not exceed (I) if the Consolidated Fixed Charge
Coverage Ratio of the Partnership shall be greater than 1.75 to 1, an amount equal to Available
Cash as of the end of the immediately preceding fiscal quarter or (II) if the Consolidated Fixed
Charge Coverage Ratio of the Partnership shall be equal to or less than 1.75 to 1, an amount equal
to the sum of (x) $75 million, less the aggregate amount of all Restricted Payments made by the
Partnership and its Restricted Subsidiaries pursuant to this clause (II)(x) during the period
ending on the last day of the fiscal quarter of the Partnership immediately preceding the date of
such Restricted Payment and beginning on the first day of the sixteenth full fiscal quarter
immediately preceding the date of such Restricted Payment, plus (y) the aggregate net cash proceeds
of any substantially concurrent (1) capital contribution to the Partnership from any Person (other
than a Restricted Subsidiary of the Partnership) or (2) issuance and sale of shares of Capital
Stock (other than Redeemable Capital Stock) of the Partnership to any Person (other than to a
Restricted Subsidiary of the Partnership). The amount of any such Restricted Payment, if other than
cash, shall be the fair market value (as determined in good faith by the General Partner) on the
date of such Restricted Payment of the asset(s) proposed to be transferred by the Partnership or
such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.




None of the foregoing provisions will prohibit: (i) the payment of any dividend or
distribution within 60 days after the date of its declaration, if at the date of declaration such
payment would be permitted by the foregoing paragraph; (ii) the redemption, repurchase or other
acquisition or retirement of any shares of any class of Capital Stock of the Partnership or any
Restricted Subsidiary of the Partnership in exchange for, or out of the net cash proceeds of, a
substantially concurrent (x) capital contribution to the Partnership from any Person (other than a
Restricted Subsidiary of the Partnership) or (y) issue and sale of other shares of Capital Stock
(other than Redeemable Capital Stock) of the Partnership to any Person (other than to a Restricted
Subsidiary of the Partnership); provided, however, that the amount of any such net cash proceeds
that are utilized for any such redemption, repurchase or other acquisition or retirement shall be
excluded from the calculation of Available Cash; or (iii) any redemption, repurchase or other
acquisition or retirement of Subordinated Indebtedness by exchange for, or out of the net cash
proceeds of, a substantially concurrent (x) capital contribution to the Partnership from any Person
(other than a Restricted Subsidiary of the Partnership) or (y) issue and sale of (1) Capital Stock
(other than Redeemable Capital Stock) of the Partnership to any Person (other than to a Restricted
Subsidiary of the Partnership); or (2) Indebtedness of the Partnership issued to any Person (other
than a Restricted Subsidiary of the Partnership), so long as such Indebtedness is Permitted
Refinancing Indebtedness; provided, however, in each case, that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase or other acquisition or retirement
shall be excluded from the calculation of Available Cash. In computing the amount of
Restricted Payments previously made for purposes of the preceding paragraph, Restricted
Payments made under clause (i) shall be included and Restricted Payments made under clauses (ii)
and (iii) shall not be so included.



 


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Section 10.11 Limitation on Transactions with Affiliates.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or suffer to exist any transaction or series of related
transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or
lease of assets, property or services), other than as provided for in the Operative Agreements,
with, or for the benefit of, any Affiliate of the Partnership, unless (1) such transaction or
series of related transactions is between the Partnership and its Wholly Owned Restricted
Subsidiaries or between two Wholly Owned Restricted Subsidiaries or (2) (a) such transaction or
series of related transactions is on terms that are no less favorable to the Partnership or such
Restricted Subsidiary, as the case may be, than those which would have been obtained in a
comparable transaction at such time from Persons who are not Affiliates of the Partnership or a
Restricted Subsidiary and (b) with respect to a transaction or series of transactions involving
aggregate payments or value equal to or greater than $15 million, the Partnership shall have
delivered an Officers’ Certificate to the Trustee certifying that such transaction or series of
transactions complies with the preceding clause (a) and that such transaction or series of
transactions has been approved by a majority of the Board of Directors of the General Partner
(including a majority of the Disinterested Directors); provided, however, that this Section 10.11
will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering
into (A) any employment agreement, stock option agreement, restricted stock agreement or other
similar agreement in the ordinary course of business, (B) transactions permitted by the provisions
of this Indenture set forth in Sections 10.10 hereof and (C) transactions in the ordinary course of
business in connection with reinsuring the self-insurance programs or other similar forms of
retained insurable risks of the Permitted Business operated by the Partnership.



Section 10.12 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, create
or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other
distributions on or in respect of its Capital Stock or any other interest or participation in, or
measured by, its profits, (b) pay any Indebtedness owed to the Partnership or any other Restricted
Subsidiary, (c) make loans or advances to, or any investment in, the Partnership or any other
Restricted Subsidiary, (d) transfer any of its properties or assets to the Partnership or any other
Restricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted
Subsidiary (collectively, “Payment Restrictions”), except for such encumbrances or restrictions
existing under or by reason of (i) applicable law, (ii) any agreement in effect at or entered into
on the Issue Date of a particular series of Securities or any agreement relating to any Permitted
Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements
governing such Permitted Indebtedness are no more restrictive with respect to such Payment
Restrictions than those set forth in the Credit Agreements as in effect on the Issue Date of the
series of Securities, (iii) customary non-assignment provisions of any contract or any lease
governing a leasehold interest of the Partnership or any Restricted Subsidiary, (iv) purchase money
obligations for property acquired in the ordinary course of business that impose restrictions of
the nature described in clause (d) above on the property so acquired, (v) any agreement or other
instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted
Subsidiary of such Person) in existence at the time of such acquisition (but not created in
contemplation thereof), which encumbrance or restriction is not applicable to any Person or the
properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries
of the Person, so acquired, or (vi) provisions contained in agreements or instruments relating to
Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor
thereunder unless the transferee shall assume the obligations of the obligor under such agreement
or instrument.



Section 10.13 Limitation on Sale and Leaseback Transactions.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any Sale and Leaseback Transaction with respect to any property of the Partnership or any of
its Restricted Subsidiaries. Notwithstanding the foregoing, the Partnership and its Restricted
Subsidiaries may enter into Sale and Leaseback Transactions with respect to property acquired or
constructed after the Issue Date of a series of Securities; provided that (a) the Partnership or
such Restricted Subsidiary would be permitted under this Indenture to incur Indebtedness secured by
a Lien on such property in an amount equal to the Attributable Debt with respect to such Sale and
Leaseback Transaction, or (b) the lease in such Sale and Leaseback Transaction is for a term
not in excess of the lesser of (i) three years and (ii) 60% of the remaining useful life of such
property.



 


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Section 10.14 Limitation on Finance Corp.




In addition to the restrictions set forth under Section 10.09 hereof, Finance Corp. may not
incur any Indebtedness unless (a) the Partnership is a co-obligor or guarantor of such Indebtedness
or (b) the net proceeds of such Indebtedness are lent to the Partnership, used to acquire
outstanding debt securities issued by the Partnership or used directly or indirectly to refinance
or discharge Indebtedness permitted under the limitation of this Section 10.14. Finance Corp. may
not engage in any business not related directly or indirectly to obtaining money or arranging
financing for the Partnership.



Section 10.15 Line of Business.




The Partnership and its Restricted Subsidiaries shall not materially or substantially engage
in any business other than a Permitted Business, except to such extent as would not be material to
the Partnership and its Restricted Subsidiaries, taken as a whole.



Section 10.16 Asset Sales.




The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, (i)
sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback
Transaction) other than sales of inventory in the ordinary course of business and consistent with
past practice (provided, that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Partnership shall be governed by the provisions of this
Indenture set forth under Section 10.17 hereof or Article VIII hereof and not by the provisions of
this Section 10.16) or (ii) issue or sell Capital Stock of any of its Restricted Subsidiaries, in
the case of either clause (i) or (ii) above, whether in a single transaction or a series of related
transactions (each of the foregoing, an “Asset Sale”), unless (x) the Partnership (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at
least equal to the fair market value (as determined in good faith by the General Partner) of the
assets sold or otherwise disposed of and (y) at least 75% of the consideration therefor received by
the Partnership or such Restricted Subsidiary is in the form of cash; provided, however, that the
amount of (A) any liabilities (as shown on the Partnership’s or such Restricted Subsidiary’s most
recent balance sheet or in the notes thereto) of the Partnership or any Restricted Subsidiary that
are assumed by the transferee of any such assets and (B) any notes or other obligations received by
the Partnership or any such Restricted Subsidiary from such transferee that are immediately
converted by the Partnership or such Restricted Subsidiary into cash (to the extent of the cash
received), shall be deemed to be cash for purposes of this provision; and provided, further, that
the 75% limitation referred to in this clause (y) shall not apply to any Asset Sale in which the
cash portion of the consideration received therefrom, determined in accordance with the foregoing
proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset
Sale complied with the aforementioned 75% limitation. Notwithstanding the foregoing, Asset Sales
shall not be deemed to include (1) any transfer of assets or Capital Stock by the Partnership or
any of its Restricted Subsidiaries to a Wholly Owned Restricted Subsidiary of the Partnership, (2)
any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to
any Person in exchange for other assets used in a line of business permitted by Section 10.15
hereof and having a fair market value (as determined in good faith by the General Partner) not less
than that of the assets so transferred and (3) any transfer of assets pursuant to a Permitted
Investment.



In the event that the aggregate Net Proceeds received by the Partnership or any of its
Restricted Subsidiaries from one or more Assets Sales in any fiscal year of the Partnership exceed
$20 million, within 360 days after the date such aggregate Net Proceeds exceed such amount, the
Partnership shall apply the amount of such aggregate Net Proceeds in excess of $20 million (less
the amount of any such Net Proceeds previously applied during such fiscal year for the purposes set
forth in clauses (a) or (b) below) to (a) reduce Indebtedness of a Restricted Subsidiary (with a
permanent reduction of availability in the case of revolving Indebtedness) or (b) make an
investment in assets in a line of business permitted by Section 10.15 hereof. Pending the final
application of any such Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily
reduce borrowings under the Credit Agreements or otherwise invest such Net Proceeds in any manner
that is not prohibited by this Indenture. Any such Net Proceeds that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute “Excess Proceeds.”
When the aggregate amount of Excess Proceeds exceeds $10 million, the

Issuers shall make an offer to all Holders of the Securities of applicable series (an “Asset
Sale Offer”) to purchase the maximum principal amount of the Securities that may be purchased out
of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance
with the procedures set forth in this Indenture. To the extent that the aggregate amount of the
Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If
the aggregate principal amount of the Securities surrendered by Holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis.



 


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Notwithstanding the foregoing, if the Issuers are required to commence an Asset Sale Offer at
any time when the Issuers have securities outstanding ranking pari passu in right of payment with
the Securities of the applicable series and the terms of those securities provide that a similar
offer must be made with respect to those other securities, then the Asset Sale Offer for the
Securities will be made concurrently with the other offers and securities of each issue will be
accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each
issue which their holders elect to have purchased. Upon completion of the Asset Sale Offer, the
amount of Excess Proceeds will be reset at zero.



In the event the Issuers are required to make an Asset Sale Offer pursuant to Section 11.08
and Section 10.16, and the amount of the Net Proceeds from the Asset Sale is not evenly divisible
by $1,000, the Trustee shall promptly refund to the Issuers the portion of such Excess Proceeds
that is not necessary to purchase the immediately lesser principal amount of the Securities that is
so divisible.



Section 10.17 Change of Control.




Upon the occurrence of a Change of Control, each Holder of the Securities shall have the right
to require the Issuers to repurchase all or any part (equal to $1,000 (or such higher minimum
authorized denomination applicable to such series of the Securities) or an integral multiple
thereof) of such Holder’s Securities pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Issuers will mail a notice to each Holder
stating: (1) that the Change of Control Offer is being made pursuant to this Section 10.17 and that
all of the Securities tendered will be accepted for payment; (2) the purchase price and the
purchase date (the “Change of Control Payment Date”), which shall be no earlier than 30 days nor
later than 60 days from the date such notice is mailed; (3) that any Security not tendered will
continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of
Control Payment, all of the Securities accepted for payment pursuant to the Change of Control Offer
will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing
to have any Securities purchased pursuant to a Change of Control Offer will be required to
surrender the Securities, in accordance with such Change of Control Offer, to the Paying Agent for
the series of Securities at the address specified in the notice prior to the close of business on
the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be
entitled to withdraw their election if the Paying Agent for the series of the Securities receives,
not later than the close of business on the second Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities delivered for purchase, and a statement that such
Holder is withdrawing his election to have such Securities purchased; and (7) that Holders whose
Securities are being purchased only in part will be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal
to $1,000 in principal amount (or such higher minimum authorized denomination applicable to such
series of the Securities) or an integral multiple of $1,000.



On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for
payment the Securities or portions thereof tendered pursuant to the Change of Control Offer, (2)
deposit with the Paying Agent for the series of the Securities an amount equal to the Change of
Control Payment in respect of all of the Securities or portions thereof so tendered and (3) deliver
or cause to be delivered to the Trustee the Securities so accepted together with an Officers’
Certificate stating the aggregate amount of the Securities of such series or portions thereof
tendered to the Issuers. The Paying Agent for the series of the Securities will promptly mail to
each Holder of the Securities so accepted the Change of Control Payment for such Securities, and
the Trustee will promptly authenticate and mail to each Holder a new Security equal in principal
amount to the unpurchased portion of the Securities of such series surrendered, if any; provided
that each such new Security of such series will be in a
principal amount of $1,000 (or such higher minimum authorized denomination applicable to such
series of the Securities) or an integral multiple of $1,000. The Issuers will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.



 


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The Issuers shall comply with any tender offer rules under the Exchange Act which may then be
applicable, including Rule 14e-1, in connection with any offer required to be made by the Issuers
to repurchase the Securities as a result of a Change of Control. To the extent that the provisions
of any applicable securities laws or regulations conflict with provisions of this Section 10.17,
the Issuers shall comply with such securities laws and regulations and shall not be deemed to have
breached its obligations hereunder by virtue thereof.



Section 10.18 No Recourse Against Others.




(a) No director, officer, employee, agent, manager, limited partner, interest holder or
stockholder of the Partnership or Finance Corp., as such, shall have any liability for any
obligations of the Partnership or Finance Corp. under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations. Each Holder of Securities, by
accepting such Securities, waives and releases all such liability. The waiver and release shall be
part of the consideration for the issuance of the Securities.



(b) Notwithstanding the foregoing, nothing in this provision shall be construed as a waiver or
release of any claims under the federal securities laws.



ARTICLE XI




REDEMPTION OF SECURITIES




Section 11.01 Applicability of Article.




The Securities of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 3.01 for the Securities of any series) in accordance with this Article.



Section 11.02 Election to Redeem; Notice to Trustee.




The election of the Issuers to redeem any Securities shall be evidenced by Board Resolutions.
In case of any redemption at the election of the Issuers of less than all the Securities of any
series, the Issuers shall, at least 60 days prior to the Redemption Date fixed by the Issuers
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Issuers shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.



Section 11.03 Selection by Trustee of Securities to Be Redeemed.




If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that series or any
integral multiple of $1,000) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series. If less than all of
the Securities of such series and of a specified tenor are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.



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


 


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



Section 11.04 Notice of Redemption.




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




All notices of redemption shall state:




(1) the Redemption Date,




(2) the Redemption Price,




(3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption of any Securities, the principal
amount) of the particular Securities to be redeemed,




(4) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon will cease to
accrue on and after said date,




(5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price,




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




(7) applicable CUSIP Numbers.



Notice of redemption of Securities to be redeemed at the election of the Issuers shall be
given by the Issuers or, at the Issuer’s request, by the Trustee in the name and at the expense of
the Issuers and shall be irrevocable.



Section 11.05 Deposit of Redemption Price.




Prior to any Redemption Date, the Issuers shall deposit with the Trustee or with a Paying
Agent an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.



Section 11.06 Securities Payable on Redemption Date.




Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Issuers shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Issuers at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more predecessor securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 3.07.



If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.



Section 11.07 Securities Redeemed in Part.




Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Issuers or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form
satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Issuers shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered.



 


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Section 11.08 Offer to Purchase by Application of Excess Proceeds.




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



The Issuers shall comply with any tender offer rules under the Exchange Act which may then be
applicable, including Rule 14e-1, in connection with any offer required to be made by the Issuers
to repurchase the Securities as a result of an Asset Sale Offer. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 11.08, the Issuers
shall comply with the applicable securities laws or regulations and shall not be deemed to have
breached their obligations hereunder by virtue thereof.



If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Security is registered at the close of business on such record date, and no additional interest
shall be payable to Holders who tender Securities pursuant to the Asset Sale Offer.



Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain
all instructions and materials necessary to enable such Holders to tender Securities pursuant to
the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall
govern the terms of the Asset Sale Offer, shall state:




(a) that the Asset Sale Offer is being made pursuant to this Section 11.08 and Section
10.16 hereof and the length of time the Asset Sale Offer shall remain open;




(b) the Offer Amount, the purchase price and the Purchase Date;




(c) that any Security not tendered or accepted for payment shall continue to accrue
interest;




(d) that, unless the Issuers default in making such payments, any Security accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase
Date;




(e) that Holders electing to have a Security purchased pursuant to an Asset Sale Offer
may only elect to have all of such Security purchased and may not elect to have only a
portion of such Security purchased;




(f) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer
shall be required to surrender the Security, with a form entitled “Option of Holder to Elect
Purchase” delivered with the Notice, or transfer by book-entry transfer, to the Issuers, a
depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;




(g) that Holders shall be entitled to withdraw their election if the Issuers, the
depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Security the Holder delivered for purchase
and a statement that such Holder is withdrawing his election to have such Security
purchased;





 


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(h) that, if the aggregate principal amount of the Securities surrendered by Holders
exceeds the Offer Amount, the Issuers shall select the Securities to be purchased on a pro
rata basis (with such
adjustments as may be deemed appropriate by the Issuers so that only Securities in
denominations of $1,000 (or such higher minimum authorized denomination applicable to such
series of the Securities) or an integral multiple of $1,000, shall be purchased); and



(i) that Holders whose Securities were purchased only in part shall be issued new
Securities equal in principal amount to the unpurchased portion of the Securities
surrendered (or transferred by book-entry transfer).



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



Other than as specifically provided in this Section 11.08, any purchase pursuant to this
Section 11.08 shall be made pursuant to the provisions of Sections 11.01 through 11.07 hereof.



No repurchase of the Securities under this Section 11.08 shall be deemed to be a redemption of
the Securities.



ARTICLE XII




SINKING FUNDS




Section 12.01 Applicability of Article.




The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 3.01 for the
Securities of such series.



The minimum amount of any sinking fund payment provided for by the terms of the 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 the Securities of any series is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of the Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02. Each sinking fund payment shall be applied to the redemption of the Securities of
any series as provided for by the terms of the Securities of such series.



Section 12.02 Satisfaction of Sinking Fund Payments with Securities.




The Issuers (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit the Securities of a series which have been
redeemed either at the election of the Issuers pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


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Section 12.03 Redemption of Securities for Sinking Fund.




Not less than 60 days prior to each sinking fund payment date for any series of the
Securities, the Issuers will deliver to the Trustee an Officers’ Certificate specifying the amount
of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting the Securities of that series pursuant to
Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than
30 days before each such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Issuers in
the manner provided in Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.



ARTICLE XIII




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 13.01 Option to Effect Legal Defeasance or Covenant Defeasance.




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



Section 13.02 Legal Defeasance and Discharge.




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



Section 13.03 Covenant Defeasance.




Upon the Issuers’ exercise of the option provided in Section 13.01 to have this Section 13.03
applied to the Outstanding Securities of any Defeasible Series, (1) the Issuers shall be released
from their obligations under Section 8.01, and Sections 7.04, 10.04-10.06, 10.08-10.17, and Article
XII, and (2) the occurrence of any event specified in Sections 5.01(3), 5.01(4) (with respect to
any of Sections 8.01, 10.04, 10.05, 10.08-10.17, and Article XII), 5.01(5), 5.01(6) and 5.01(9),
and 5.01(7) and 5.01(8) with respect to any Restricted Subsidiary that is a Significant Subsidiary,
shall be deemed not to be or result in an Event of Default, in each case with respect to the
Outstanding Securities of such series as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that the Issuers may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 5.01(4)), whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any
reference
in any such Section to any other provision herein or in any other document, but the remainder
of this Indenture and the Securities of such series shall be unaffected thereby.



 


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Section 13.04 Conditions to Legal Defeasance or Covenant Defeasance.




The following shall be the conditions to application of either Section 13.02 or Section 13.03
to the Outstanding Securities of any Defeasible Series:




(1) The Issuers shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee that satisfies the requirements contemplated by Section 6.10 and
agrees to comply with the provisions of this Article XIII applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of Outstanding Securities of such
series, (A) money in an amount, or (B) Government Securities that through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on the Securities of such series on the respective
Stated Maturities, in accordance with the terms of this Indenture and the Securities of such
series.




(2) In the case of an election under Section 13.02, the Issuers shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Issuers have received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the date first set
forth hereinabove, there has been a change in the applicable Federal income tax law, in
either case (A) or (B) to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Outstanding Securities of such series will not recognize gain or
loss for Federal income tax purposes as a result of the deposit, Legal Defeasance and
discharge to be effected with respect to the Securities of such series and will be subject
to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit, Legal Defeasance and discharge were not to occur (which opinion
need not address the effect of a transfer or other disposition of a Holder’s interest in
Outstanding Securities of a series of the Securities before the respective Stated Maturity
or Redemption Date).




(3) In the case of an election under Section 13.03, the Issuers shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize gain or loss for Federal income tax purposes as
a result of the deposit and Covenant Defeasance to be effected with respect to the
Securities of such series and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur (which opinion need not address the effect of a transfer or
other disposition of a Holder’s interest in Outstanding Securities of a series of the
Securities before the respective Stated Maturity or Redemption Date).




(4) The Issuers shall have delivered to the Trustee an Officer’s Certificate to the
effect that the Securities of such series, if then listed on any securities exchange, will
not be delisted as a result of such deposit.




(5) No Event of Default or Default shall have occurred and be continuing at the time of
such deposit or, with regard to any Event of Default or any such event specified in Sections
5.01(7) and (8), at any time on or prior to the 90th day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after such 90th
day).




(6) Such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all of the
Securities are in default within the meaning of such Act).




(7) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument to which the
Issuers are a party or by which they are bound.


 


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(8) The Issuers shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such Legal
Defeasance or Covenant Defeasance have been complied with.




(9) Such Legal Defeasance or Covenant Defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the Investment
Company Act of 1940, as amended, unless such trust shall be qualified under such Act or
exempt from regulation thereunder.




(10) On or prior to the 91st day following the deposit, the Issuers shall have
delivered to the Trustee an Opinion of Counsel to the effect that on the 91st day following
the deposit, the trust funds are not subject to any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.




(11) The Issuers shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Issuers with the intent of preferring the Holders over
any other creditors of the Issuers or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Issuers.



Section 13.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.



All money and Government Securities (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the
Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 13.04 in respect of the Securities of any Defeasible Series shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities of such series and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Issuers
acting as Paying Agent) as the Trustee may determine, to the Holders of the Securities of such
series, of all sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds except to the extent
required by law.



The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Securities deposited pursuant to Section 13.04 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
that by law is for the account of the Holders of Outstanding Securities.



Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuers from time to time upon the Issuers’ Request any money or Government Securities
held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that,
in the opinion of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance with respect to the Securities of such series.



Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Issuers upon request any money held by them for the payment of principal, interest, and any
premium that remains unclaimed for one year after such principal, interest, or premium, if any,
became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for
payment of such money as secured creditors and all liability of the Trustee and the Paying Agent
with respect to such money shall cease.



Section 13.06 Reinstatement.




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


 


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This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



(Signature Page to Follow)




 


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



	 	 	 	 	 
	 	AMERIGAS PARTNERS, L.P.

 	 
	 	By:  	                                              AmeriGas Propane, Inc., its General Partner
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Jerry E. Sheridan 	 
	 	 	Title:  	Vice President — Finance and Chief
Financial Officer 	 
	 
	 	AMERIGAS FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Jerry E. Sheridan 	 
	 	 	Title:  	Vice President — Finance and Chief
Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


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