<PAGE>

                                                                    EXHIBIT 4.12

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

                            HERITAGE OPERATING, L.P.

                                                                       as Issuer

                         HERITAGE PROPANE PARTNERS, L.P.

                                                                    as Guarantor

                                       and

                             HERITAGE SERVICE CORP.

                                       and

                            HERITAGE-BI STATE, L.L.C.

                                       and

                        HERITAGE ENERGY RESOURCES, L.L.C.

                                                        as Subsidiary Guarantors

                                       and

                                    [       ]
                                                                      as Trustee


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

                                    Indenture

                       Dated as of _________________, 2003

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

                          Subordinated Debt Securities

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

<PAGE>

                            HERITAGE OPERATING, L.P.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                 AND INDENTURE, DATED AS OF _____________, 2003

<TABLE>
<CAPTION>
Section of
Trust Indenture                                                                              Section(s) of
Act of 1939                                                                                    Indenture
---------------                                                                              ----------------
<S>                                                                                          <C>
Section 310  (a)(1).......................................................................   7.10
             (a)(2).......................................................................   7.10
             (a)(3).......................................................................   Not Applicable
             (a)(4).......................................................................   Not Applicable
             (a)(5).......................................................................   7.10
             (b)..........................................................................   7.08, 7.10
Section 311  (a)..........................................................................   7.11
             (b)..........................................................................   7.11
             (c)..........................................................................   Not Applicable
Section 312  (a)..........................................................................   2.07
             (b)..........................................................................   12.03
             (c)..........................................................................   12.03
Section 313  (a)..........................................................................   7.06
             (b)..........................................................................   7.06
             (c)..........................................................................   7.06
             (d)..........................................................................   7.06
Section 314  (a)..........................................................................   4.03, 4.04
             (b)..........................................................................   Not Applicable
             (c)(1).......................................................................   12.04
             (c)(2).......................................................................   12.04
             (c)(3).......................................................................   Not Applicable
             (d)..........................................................................   Not Applicable
             (e)..........................................................................   12.05
Section 315  (a)..........................................................................   7.01(b)
             (b)..........................................................................   7.05
             (c)..........................................................................   7.01(a)
             (d)..........................................................................   7.01(c)
             (d)(1).......................................................................   7.01(c)(1)
             (d)(2).......................................................................   7.01(c)(2)
             (d)(3).......................................................................   7.01(c)(3)
             (e)..........................................................................   6.11
Section 316  (a)(1)(A)....................................................................   6.05
             (a)(1)(B)....................................................................   6.04
             (a)(2).......................................................................   Not Applicable
             (a)(last sentence)...........................................................   2.11
             (b)..........................................................................   6.07
Section 317  (a)(1).......................................................................   6.08
             (a)(2).......................................................................   6.09
             (b)..........................................................................   2.06
Section 318  (a)..........................................................................   12.01
</TABLE>

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

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

                                        i

<PAGE>

                                TABLE OF CONTENTS

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

  SECTION 1.01   Definitions......................................................................      1
  SECTION 1.02   Other Definitions................................................................      7
  SECTION 1.03   Incorporation by Reference of Trust Indenture Act................................      7
  SECTION 1.04   Rules of Construction............................................................      7
  SECTION 1.05   Non-Recourse to the General Partner; No Personal Liability of Officers,
                 Directors, Employees or Partners.................................................      8

ARTICLE II THE SECURITIES ........................................................................      8

  SECTION 2.01   Amount Unlimited; Issuable in Series.............................................      8
  SECTION 2.02   Denominations....................................................................     11
  SECTION 2.03   Forms Generally..................................................................     12
  SECTION 2.04   Execution, Authentication, Delivery and Dating...................................     12
  SECTION 2.05   Registrar and Paying Agent.......................................................     14
  SECTION 2.06   Paying Agent to Hold Money in Trust..............................................     14
  SECTION 2.07   Holder Lists.....................................................................     15
  SECTION 2.08   Transfer and Exchange............................................................     15
  SECTION 2.09   Replacement Securities...........................................................     16
  SECTION 2.10   Outstanding Securities...........................................................     16
  SECTION 2.11   Original Issue Discount, Foreign-Currency Denominated and Treasury Securities....     16
  SECTION 2.12   Temporary Securities.............................................................     17
  SECTION 2.13   Cancellation.....................................................................     17
  SECTION 2.14   Payments; Defaulted Interest.....................................................     17
  SECTION 2.15   Persons Deemed Owners............................................................     18
  SECTION 2.16   Computation of Interest..........................................................     18
  SECTION 2.17   Global Securities; Book-Entry Provisions.........................................     18

ARTICLE III REDEMPTION ...........................................................................     21

  SECTION 3.01   Applicability of Article.........................................................     21
  SECTION 3.02   Notice to the Trustee............................................................     21
  SECTION 3.03   Selection of Securities To Be Redeemed...........................................     21
  SECTION 3.04   Notice of Redemption.............................................................     21
  SECTION 3.05   Effect of Notice of Redemption...................................................     22
  SECTION 3.06   Deposit of Redemption Price......................................................     22
  SECTION 3.07   Securities Redeemed or Purchased in Part.........................................     23
  SECTION 3.08   Purchase of Securities...........................................................     23
  SECTION 3.09   Mandatory and Optional Sinking Funds.............................................     23
  SECTION 3.10   Satisfaction of Sinking Fund Payments with Securities............................     24
  SECTION 3.11   Redemption of Securities for Sinking Fund........................................     24
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                    <C>
ARTICLE IV COVENANTS .............................................................................     25

  SECTION 4.01   Payment of Securities............................................................     25
  SECTION 4.02   Maintenance of Office or Agency..................................................     25
  SECTION 4.03   SEC Reports; Financial Statements................................................     26
  SECTION 4.04   Compliance Certificate...........................................................     26
  SECTION 4.05   Existence........................................................................     27
  SECTION 4.06   Waiver of Stay, Extension or Usury Laws..........................................     27
  SECTION 4.07   Additional Amounts...............................................................     27

ARTICLE V SUCCESSORS .............................................................................     27

  SECTION 5.01   Limitations on Mergers and Consolidations........................................     27
  SECTION 5.02   Successor Person Substituted.....................................................     28

ARTICLE VI DEFAULTS AND REMEDIES..................................................................     29

  SECTION 6.01   Events of Default................................................................     29
  SECTION 6.02   Acceleration.....................................................................     31
  SECTION 6.03   Other Remedies...................................................................     32
  SECTION 6.04   Waiver of Defaults...............................................................     32
  SECTION 6.05   Control by Majority..............................................................     32
  SECTION 6.06   Limitations on Suits.............................................................     33
  SECTION 6.07   Rights of Holders to Receive Payment.............................................     33
  SECTION 6.08   Collection Suit by Trustee.......................................................     34
  SECTION 6.09   Trustee May File Proofs of Claim.................................................     34
  SECTION 6.10   Priorities.......................................................................     34
  SECTION 6.11   Undertaking for Costs............................................................     35

ARTICLE VII TRUSTEE ..............................................................................     35

  SECTION 7.01   Duties of Trustee................................................................     35
  SECTION 7.02   Rights of Trustee................................................................     36
  SECTION 7.03   May Hold Securities..............................................................     37
  SECTION 7.04   Trustee's Disclaimer.............................................................     37
  SECTION 7.05   Notice of Defaults...............................................................     38
  SECTION 7.06   Reports by Trustee to Holders....................................................     38
  SECTION 7.07   Compensation and Indemnity.......................................................     38
  SECTION 7.08   Replacement of Trustee...........................................................     39
  SECTION 7.09   Successor Trustee by Merger, etc.................................................     41
  SECTION 7.10   Eligibility; Disqualification....................................................     41
  SECTION 7.11   Preferential Collection of Claims Against the Partnership, the Guarantor or
                 a Subsidiary Guarantor ..........................................................     42

ARTICLE VIII DISCHARGE OF INDENTURE...............................................................     42

  SECTION 8.01   Termination of the Partnership's, the Guarantor's and the Subsidiary
                 Guarantors' Obligations .........................................................     42
  SECTION 8.02   Application of Trust Money.......................................................     46
  SECTION 8.03   Repayment to Partnership, Guarantor or Subsidiary Guarantor......................     46
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                    <C>
  SECTION 8.04   Reinstatement....................................................................     46

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS.................................................     47

  SECTION 9.01   Without Consent of Holders.......................................................     47
  SECTION 9.02   With Consent of Holders..........................................................     48
  SECTION 9.03   Compliance with Trust Indenture Act..............................................     50
  SECTION 9.04   Revocation and Effect of Consents................................................     50
  SECTION 9.05   Notation on or Exchange of Securities............................................     51
  SECTION 9.06   Trustee to Sign Amendments, etc..................................................     51

ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEE...............................................     51

  SECTION 10.01  Applicability of Article; Agreement To Subordinate...............................     51
  SECTION 10.02  Liquidation, Dissolution, Bankruptcy.............................................     52
  SECTION 10.03  Default on Senior Indebtedness...................................................     52
  SECTION 10.04  Acceleration of Payment of Securities............................................     53
  SECTION 10.05  When Distribution Must Be Paid Over..............................................     53
  SECTION 10.06  Subrogation......................................................................     54
  SECTION 10.07  Relative Rights..................................................................     54
  SECTION 10.08  Subordination May Not Be Impaired by Partnership.................................     54
  SECTION 10.09  Rights of Trustee and Paying Agent...............................................     54
  SECTION 10.10  Distribution or Notice to Representative.........................................     55
  SECTION 10.11  Article X Not to Prevent Defaults or Limit Right to Accelerate...................     55
  SECTION 10.12  Trust Moneys Not Subordinated....................................................     55
  SECTION 10.13  Trustee Entitled to Rely.........................................................     55
  SECTION 10.14  Trustee to Effectuate Subordination..............................................     56
  SECTION 10.15  Trustee Not Fiduciary for Holders of Senior Indebtedness.........................     56
  SECTION 10.16  Reliance by Holders of Senior Indebtedness on Subordination Provisions...........     56

ARTICLE XI GUARANTEE .............................................................................     56

  SECTION 11.01  Unconditional Guarantee..........................................................     56
  SECTION 11.02  Execution and Delivery of Guarantee..............................................     58
  SECTION 11.03  Limitation on Liability of the Guarantor and the Subsidiary Guarantors...........     59
  SECTION 11.04  Release of Guarantor or Subsidiary Guarantors from Guarantee.....................     59
  SECTION 11.05  Contribution.....................................................................     60

ARTICLE XII MISCELLANEOUS ........................................................................     60

  SECTION 12.01  Trust Indenture Act Controls.....................................................     60
  SECTION 12.02  Notices..........................................................................     60
  SECTION 12.03  Communication by Holders with Other Holders......................................     62
  SECTION 12.04  Certificate and Opinion as to Conditions Precedent...............................     62
  SECTION 12.05  Statements Required in Certificate or Opinion....................................     62
  SECTION 12.06  Rules by Trustee and Agents......................................................     63
  SECTION 12.07  Legal Holidays...................................................................     63
  SECTION 12.08  No Recourse Against Others.......................................................     63
  SECTION 12.09  Governing Law....................................................................     63
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                    <C>
  SECTION 12.10  No Adverse Interpretation of Other Agreements....................................     63
  SECTION 12.11  Successors.......................................................................     63
  SECTION 12.12  Severability.....................................................................     63
  SECTION 12.13  Counterpart Originals............................................................     64
  SECTION 12.14  Table of Contents, Headings, etc.................................................     64
</TABLE>

                                        v

<PAGE>

                  INDENTURE dated as of _____________, 2003 among Heritage
Operating, L.P., a Delaware limited partnership (the "Partnership"), Heritage
Propane Partners, L.P., a Delaware limited partnership (the "Guarantor"),
Heritage Service Corp., a Delaware corporation, Heritage-Bi State, L.L.C., a
Delaware limited liability company and Heritage Energy Resources, L.L.C., an
Oklahoma limited liability company (collectively, the "Subsidiary Guarantors"),
and [ ], a ___________, as trustee (the "Trustee").

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

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

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

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

                  "Agent" means any Registrar or Paying Agent.

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

                                        1

<PAGE>

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

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

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

                  "Corporate Trust Office of the Trustee" means the office of
the Trustee located at ________________________________, Attention:
____________________, and as may be located at such other address as the Trustee
may give notice to the Partnership, the Guarantor and the Subsidiary Guarantors.

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

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

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

                  "Designated Senior Indebtedness" means (i) any Senior
Indebtedness which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $100 million and (ii) any other
Senior Indebtedness designated, as provided in Section 2.01, in respect of any
series of Securities.

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

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

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

                                        2

<PAGE>

                  "General Partner" means U.S. Propane, L.P., a Delaware limited
partnership.

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

                  "Government Obligations" means, with respect to a series of
Securities, direct obligations of the government that issues the currency in
which the Securities of the series are payable for the payment of which the full
faith and credit of such government is pledged, or obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government.

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

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

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

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

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

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

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

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

                  "Maturity" means, with respect to any 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
thereof, or by declaration of acceleration, call for redemption or otherwise.

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

                                        3

<PAGE>

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

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

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

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

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

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

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

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

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

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

                  "Representative" means the trustee, agent or representative
(if any) for an issue of Senior Indebtedness.

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

                                        4

<PAGE>

familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

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

                  "SEC" means the Securities and Exchange Commission.

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

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

                  "Senior Indebtedness," unless otherwise provided with respect
to the Securities of a series as contemplated by Section 2.01, means (1) all
Debt of the Guarantor, Subsidiary Guarantors or the Partnership, whether
currently outstanding or hereafter issued, unless, by the terms of the
instrument creating or evidencing such Debt, it is provided that such Debt is
not superior in right of payment to the Securities, in the case of the
Partnership, or the Guarantee, in the case of the Guarantor or the Subsidiary
Guarantors, or to other Debt which is pari passu with or subordinated to the
Securities, in the case of the Partnership, or the Guarantee, in the case of the
Guarantor or the Subsidiary Guarantors, and (2) any modifications, refunding,
deferrals, renewals, or extensions of any such Debt or securities, notes or
other evidence of Debt issued in exchange for such Debt; provided that in no
event shall "Senior Indebtedness" include (a) Debt evidenced by the Securities
or any Guarantee, (b) Debt of any of the Guarantor, the Subsidiary Guarantors or
the Partnership owed or owing to any Subsidiary of the Partnership, (c) Debt of
any of the Guarantor or the Subsidiary Guarantors owed or owing to the
Partnership, (d) Debt to trade creditors, (e) any liability for taxes owed or
owing by the Guarantor, the Subsidiary Guarantors or the Partnership or (f) Debt
of the Guarantor or any Subsidiary Guarantor in the event there is no series of
Securities outstanding that is entitled to the benefits of a Guarantee.

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

                  "Subsidiary" of any Person means:

                  (1)      any corporation, association or other business entity
                           of which more than 50% of the total voting power of
                           equity interests entitled, without regard to the
                           occurrence of any contingency, to vote in the
                           election of directors, managers, trustees or
                           equivalent Persons thereof is at the time of
                           determination owned or controlled, directly or
                           indirectly, by such Person or one or more of the
                           other Subsidiaries of such Person or combination
                           thereof; or

                                        5

<PAGE>

                  (2)      in the case of a partnership, more than 50% of the
                           partners' equity interests, considering all partners'
                           equity interests as a single class, is at such time
                           of determination owned or controlled, directly or
                           indirectly, by such Person or one or more of the
                           other Subsidiaries of such Person or combination
                           thereof.

                  "Subsidiary Guarantors" means the Person or Persons named as
the "Subsidiary Guarantors" in the first paragraph of this instrument until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Subsidiary Guarantors" shall mean
such successor Person or Persons, and any other Subsidiary of the Partnership
who may execute this Indenture, or a supplement thereto, for the purpose of
providing a Guarantee of Securities pursuant to this Indenture.

                  "TIA" means the Trust Indenture Act of 1939, as amended, as in
effect on the date hereof.

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

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

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

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

                                        6

<PAGE>

SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                                         DEFINED
TERM                                                                                                   IN SECTION
----                                                                                                   ----------
<S>                                                                                                    <C>
"Bankruptcy Custodian".......................................................................              6.01
"Conversion Event"...........................................................................              6.01
"covenant defeasance"........................................................................              8.01
"Event of Default"...........................................................................              6.01
"Exchange Rate"..............................................................................              2.11
"Funding Guarantor"..........................................................................             11.05
"Judgment Currency"..........................................................................              6.10
"legal defeasance"...........................................................................              8.01
"mandatory sinking fund payment".............................................................              3.09
"optional sinking fund payment"..............................................................              3.09
"Paying Agent"...............................................................................              2.05
"Registrar"..................................................................................              2.05
"Required Currency"..........................................................................              6.10
"Successor"..................................................................................              5.01
"Subordinated Securities"....................................................................             10.01
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.04 Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

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

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

SECTION 1.05 Non-Recourse to the General Partner; No Personal Liability of
             Officers, Directors, Employees or Partners.

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

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

                                        8

<PAGE>

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

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

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

                  (3)      whether any Securities of the series are to be
         issuable initially in temporary global form and whether any Securities
         of the series are to be issuable in permanent global form, as Global
         Securities or otherwise, and, if so, whether beneficial owners of
         interests in any such Global Security may exchange such interests for
         Securities of such series and of like tenor of any authorized form and
         denomination and the circumstances under which any such exchanges may
         occur, if other than in the manner provided in Section 2.17, and the
         initial Depositary and Security Custodian, if any, for any Global
         Security or Securities of such series;

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

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

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

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

                                        9

<PAGE>

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

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

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

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

                  (12)     if other than Dollars, the currency or currencies
         (including composite currencies) or the form, including equity
         securities, other debt securities (including Securities), warrants or
         any other securities or property of the Partnership, the Guarantor, any
         Subsidiary Guarantor or any other Person, in which payment of the
         principal of, premium (if any) and interest on and any Additional
         Amounts with respect to the Securities of the series shall be payable;

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

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

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

                  (16)     any additional means of satisfaction and discharge of
         this Indenture and any additional conditions or limitations to
         discharge with respect to Securities of the

                                       10

<PAGE>

         series and the related Guarantees pursuant to Article VIII or any
         modifications of or deletions from such conditions or limitations;

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

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

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

                  (20)     the subordination, if any, of the Securities of the
         series pursuant to Article X and any changes or additions to Article X
         or designation of any Designated Senior Indebtedness;

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

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

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

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

SECTION 2.02 Denominations.

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

                                       11

<PAGE>

SECTION 2.03 Forms Generally.

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

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

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

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

                                             [                 ], as Trustee

                                             By: _______________________________
                                                    Authorized Signatory".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

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

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

                  A Security shall not be entitled to any benefit under this
Indenture or the related Guarantees or be valid or obligatory for any purpose
until authenticated by the manual signature of an authorized signatory of the
Trustee, which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Partnership, and the Partnership delivers such Security to the
Trustee for cancellation as provided in Section 2.13, together with a written
statement (which need not comply with Section 12.05 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Partnership, for all purposes of this Indenture such Security shall
be

                                       12

<PAGE>

deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture or the related Guarantees.

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

                  If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Partnership Order
referred to above and the other documents required by Section 12.04), and
(subject to Section 7.01) shall be fully protected in relying upon:

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

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

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

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

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

                                       13

<PAGE>

                  application of general principles of equity (regardless of
                  whether such enforceability is considered in a proceeding in
                  equity or at law).

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

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

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

                  Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

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

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

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

SECTION 2.06 Paying Agent to Hold Money in Trust.

                  The Partnership shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on

                                       14

<PAGE>

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

SECTION 2.07 Holder Lists.

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

SECTION 2.08 Transfer and Exchange.

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

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

                  To permit registrations of transfers and exchanges, the
Partnership, the Guarantor and the Subsidiary Guarantors shall execute and the
Trustee shall authenticate Securities at the Registrar's written request and
submission of the Securities or Global Securities. No service charge shall be
made to a Holder for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Partnership may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than such transfer tax or similar
governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or
9.05). The Trustee shall authenticate Securities in accordance with the
provisions of Section 2.04. Notwithstanding any other provisions of this
Indenture to the contrary, the Partnership shall not be required to register the
transfer or exchange of (a) any Security selected

                                       15

<PAGE>

for redemption in whole or in part pursuant to Article III, except the
unredeemed portion of any Security being redeemed in part, or (b) any Security
during the period beginning 15 Business Days prior to the mailing of notice of
any offer to repurchase Securities of the series required pursuant to the terms
thereof or of redemption of Securities of a series to be redeemed and ending at
the close of business on the day of mailing.

SECTION 2.09 Replacement Securities.

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

                  Every replacement Security is an additional obligation of the
Partnership.

SECTION 2.10 Outstanding Securities.

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

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

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

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

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

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, amendment, supplement,
waiver or consent, (a) the principal amount of an Original Issue Discount
Security shall be the principal amount thereof that would

                                       16

<PAGE>

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

SECTION 2.12 Temporary Securities.

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

SECTION 2.13 Cancellation.

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

SECTION 2.14 Payments; Defaulted Interest.

                  Unless otherwise provided as contemplated by Section 2.01,
interest (except defaulted interest) on any Security that is payable, and is
punctually paid or duly provided for, on

                                       17

<PAGE>

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

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

SECTION 2.15 Persons Deemed Owners.

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

SECTION 2.16 Computation of Interest.

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

SECTION 2.17 Global Securities; Book-Entry Provisions.

                  If Securities of a series are issuable in global form as a
Global Security, as contemplated by Section 2.01, then, notwithstanding clause
(11) of Section 2.01 and the provisions of Section 2.02, any such Global
Security shall represent such of the outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such

                                       18

<PAGE>

manner and upon instructions given by such Person or Persons as shall be
specified in such Security or in a Partnership Order to be delivered to the
Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with written
instructions or such other written form of instructions as is customary for the
Depositary for such Security, from such Depositary or its nominee on behalf of
any Person having a beneficial interest in such Global Security. Subject to the
provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified in such Security or
in the applicable Partnership Order. With respect to the Securities of any
series that are represented by a Global Security, the Partnership and the
Guarantor and the Subsidiary Guarantors authorize the execution and delivery by
the Trustee of a letter of representations or other similar agreement or
instrument in the form customarily provided for by the Depositary appointed with
respect to such Global Security. Any Global Security may be deposited with the
Depositary or its nominee, or may remain in the custody of the Trustee or the
Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or
similar agreement between the Trustee and the Depositary. If a Partnership Order
has been, or simultaneously is, delivered, any instructions by the Partnership
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 12.05 and need not be
accompanied by an Opinion of Counsel.

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

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

                                       19

<PAGE>

request) or (3) the Partnership determines not to have the Securities
represented by a Global Security.

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

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

                  Neither the Partnership, the Guarantor, any Subsidiary
Guarantor nor the Trustee will have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, Securities by
the Depositary, or for maintaining, supervising or reviewing any records of the
Depositary relating to such Securities. Neither the Partnership, the Guarantor,
any Subsidiary Guarantor nor the Trustee shall be liable for any delay by the
related Global Security Holder or the Depositary in identifying the beneficial
owners, and each such Person may conclusively rely on, and shall be protected in
relying on, instructions from such Global Security Holder or the Depositary for
all purposes (including with respect to the registration and delivery, and the
respective principal amounts, of the Securities to be issued).

                  The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Partnership and the Partnership, the Guarantor or a
Subsidiary Guarantor delivers to the Trustee the Global Security together with
written instructions (which need not comply with Section 12.05 and need not be
accompanied by an Opinion of Counsel) with regard to the cancellation or
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of the third
paragraph of Section 2.04.

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

                                       20

<PAGE>

                                  ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

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

SECTION 3.02 Notice to the Trustee.

                  If the Partnership elects to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and the principal amount of Securities of such series to be redeemed. The
Partnership shall so notify the Trustee at least 45 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee) by
delivering to the Trustee an Officers' Certificate stating that such redemption
will comply with the provisions of this Indenture and of the Securities of such
series. Any such notice may be canceled at any time prior to the mailing of such
notice of such redemption to any Holder and shall thereupon be void and of no
effect.

SECTION 3.03 Selection of 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 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 tenor) not previously called for
redemption, either pro rata, by lot or by such other method as the Trustee shall
deem fair and appropriate and that may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of Global Securities of
such series.

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

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

SECTION 3.04 Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of

                                       21

<PAGE>

Securities to be redeemed, at the address of such Holder appearing in the
register of Securities maintained by the Registrar.

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

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

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

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

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

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

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

SECTION 3.05 Effect of Notice of Redemption.

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

SECTION 3.06 Deposit of Redemption Price.

                  On or prior to 11:00 a.m., New York City time, on any
Redemption Date, the Partnership, the Guarantor or a Subsidiary Guarantor shall
deposit with the Trustee or the Paying Agent (or, if the Partnership, the
Guarantor or such Subsidiary Guarantor is acting as the Paying

                                       22

<PAGE>

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

                  If the Partnership, the Guarantor or a Subsidiary Guarantor
complies with the preceding paragraph, then, unless the Partnership, the
Guarantor and the Subsidiary Guarantors default in the payment of such
Redemption Price, interest on the Securities to be redeemed will cease to accrue
on and after the applicable Redemption Date, whether or not such Securities are
presented for payment, and the Holders of such Securities shall have no further
rights with respect to such Securities except for the right to receive the
Redemption Price upon surrender of such Securities. If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal, premium, if any, any Additional Amounts, and, to the extent lawful,
accrued interest thereon shall, until paid, bear interest from the Redemption
Date at the rate specified pursuant to Section 2.01 or provided in the
Securities or, in the case of Original Issue Discount Securities, such
Securities' yield to maturity.

SECTION 3.07 Securities Redeemed or Purchased in Part.

                  Upon surrender to the Paying Agent of a Security to be
redeemed in part, the Partnership, the Guarantor and the Subsidiary Guarantors
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 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 that is not redeemed.

SECTION 3.08 Purchase of Securities.

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

SECTION 3.09 Mandatory and Optional Sinking Funds.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." Unless otherwise provided by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to

                                       23

<PAGE>

reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 3.11 Redemption of Securities for Sinking Fund.

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

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

                                       24

<PAGE>

notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

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

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

SECTION 4.02 Maintenance of Office or Agency.

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

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

                                       25

<PAGE>

purposes. The Partnership will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 4.03 SEC Reports; Financial Statements.

                  (a)      If the Partnership, the Guarantor or a Subsidiary
Guarantor is subject to the requirements of Section 13 or 15(d) of the Exchange
Act, the Partnership, the Guarantor or such Subsidiary Guarantor, as the case
may be, shall file with the Trustee, within 15 days after it files the same with
the SEC, copies of the annual reports and the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Partnership, the Guarantor or such
Subsidiary Guarantor is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. If this Indenture is qualified under the TIA, but not
otherwise, the Partnership, the Guarantor and the Subsidiary Guarantors shall
also comply with the provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee shall be for informational
purposes only, and the Trustee's receipt thereof shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Partnership's compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates or certificates delivered pursuant to
Section 4.04).

                  (b)      If neither the Partnership, the Guarantor nor any
Subsidiary Guarantor is subject to the requirements of Section 13 or 15(d) of
the Exchange Act, the Partnership, the Guarantor and the Subsidiary Guarantors
shall furnish to all Holders of Rule 144A Securities and prospective purchasers
of Rule 144A Securities designated by the Holders of Rule 144A Securities,
promptly upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) promulgated under the Securities Act of 1933, as amended.

SECTION 4.04 Compliance Certificate.

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

                  (b)      The Partnership, the Guarantor or any Subsidiary
Guarantor shall, so long as Securities of any series are outstanding, deliver to
the Trustee, forthwith upon any Officer of U.S. Propane, L.L.C., becoming aware
of any Default or Event of Default under this Indenture,

                                       26

<PAGE>

an Officers' Certificate specifying such Default or Event of Default and what
action the Partnership, the Guarantor or such Subsidiary Guarantor, as the case
may be, is taking or proposes to take with respect thereto.

SECTION 4.05 Existence.

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

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.07 Additional Amounts.

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

                                   ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers and Consolidations.

                  Neither the Partnership, the Guarantor nor any Subsidiary
Guarantor shall, in any transaction or series of transactions, consolidate with
or merge into any Person, or sell, lease, convey, transfer or otherwise dispose
of all or substantially all of its assets to any Person (other than a
consolidation or merger of the Partnership and the Guarantor, the Partnership
and a Subsidiary Guarantor, the Guarantor and a Subsidiary Guarantor or of the
Subsidiary Guarantors,

                                       27

<PAGE>

or a sale, lease, conveyance, transfer or other disposition of all or
substantially all of the assets of the Partnership to the Guarantor, the
Guarantor to the Partnership, the Partnership to a Subsidiary Guarantor, a
Subsidiary Guarantor to the Partnership, the Guarantor to a Subsidiary
Guarantor, a Subsidiary Guarantor to the Guarantor or of a Subsidiary Guarantor
to the other Subsidiary Guarantor), unless:

                  (1)      either (a) the Partnership, the Guarantor or such
         Subsidiary Guarantor, as the case may be, shall be the continuing
         Person or (b) the Person (if other than the Partnership, the Guarantor
         or such Subsidiary Guarantor) formed by such consolidation or into
         which the Partnership, the Guarantor or such Subsidiary Guarantor is
         merged, or to which such sale, lease, conveyance, transfer or other
         disposition shall be made (collectively, the "Successor"), is organized
         and validly existing under the laws of the United States, any political
         subdivision thereof or any State thereof or the District of Columbia,
         and expressly assumes by supplemental indenture, in the case of the
         Partnership, the due and punctual payment of the principal of, premium
         (if any) and interest on and any Additional Amounts with respect to all
         the Securities and the performance of the Partnership's covenants and
         obligations under this Indenture and the Securities, or, in the case of
         the Guarantor or such Subsidiary Guarantor, the performance of the
         Guarantee and the Guarantor's or such Subsidiary Guarantor's covenants
         and obligations under this Indenture and the Securities;

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

                  (3)      the Partnership, the Guarantor or such Subsidiary
         Guarantor, as the case may be, delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that the
         transaction and such supplemental indenture comply with this Indenture.

SECTION 5.02 Successor Person Substituted.

                  Upon any consolidation or merger of the Partnership, the
Guarantor or a Subsidiary Guarantor, as the case may be, or any sale, lease,
conveyance, transfer or other disposition of all or substantially all of the
assets of the Partnership, the Guarantor or such Subsidiary Guarantor in
accordance with Section 5.01, the Successor formed by such consolidation or into
or with which the Partnership, the Guarantor or such Subsidiary Guarantor is
merged or to which such sale, lease, conveyance, transfer or other disposition
is made shall succeed to, and be substituted for, and may exercise every right
and power of the Partnership, the Guarantor or such Subsidiary Guarantor, as the
case may be, under this Indenture and the Securities with the same effect as if
such Successor had been named as the Partnership, the Guarantor or such
Subsidiary Guarantor, as the case may be, herein and the predecessor
Partnership, Guarantor or Subsidiary Guarantor, in the case of a sale,
conveyance, transfer or other disposition, shall be released from all
obligations under this Indenture, the Securities and, in the case of the
Guarantor and a Subsidiary Guarantor, the Guarantee.

                                       28
<PAGE>

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

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

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

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

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

                           (4)      there is a failure on the part of the
         Partnership or the Guarantor, or if any series of Securities
         outstanding under this Indenture is entitled to the benefits of a
         Guarantee by the Subsidiary Guarantors, any of the Subsidiary
         Guarantors, duly to observe or perform any other of the covenants or
         agreements on the part of the Partnership, the Guarantor, or if
         applicable, any of the Subsidiary Guarantors, in the Securities of that
         series, in any resolution of the Board of Directors authorizing the
         issuance of that series of Securities, in this Indenture with respect
         to such series or in any supplemental Indenture with respect to such
         series (other than a default in the performance of a covenant which is
         specifically dealt with elsewhere in this Section 6.01), continuing for
         a period of 60 days after the date on which written notice specifying
         such failure and requiring the Partnership, the Guarantor, or if
         applicable, the Subsidiary Guarantors, to remedy the same shall have
         been given, by registered or certified mail, to the Partnership, the
         Guarantor, or if applicable, the Subsidiary Guarantors, by the Trustee
         or to the Partnership, the Guarantor, or if applicable, the Subsidiary
         Guarantors, and the Trustee by the Holders of at least 25% in aggregate
         principal amount of the Securities of that series at the time
         outstanding;

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

                           (A)      commences a voluntary case,

                                       29

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                  When a Default is cured, it ceases.

                  Notwithstanding the foregoing provisions of this Section 6.01,
if the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Partnership, the Guarantor or a Subsidiary Guarantor for making
payment thereof due to the imposition of exchange controls or other
circumstances

                                       30

<PAGE>

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

                  Promptly after the occurrence of a Conversion Event, the
Partnership, the Guarantor or a Subsidiary Guarantor shall give written notice
thereof to the Trustee; and the Trustee, promptly after receipt of such notice,
shall give notice thereof in the manner provided in Section 12.02 to the
Holders. Promptly after the making of any payment in Dollars as a result of a
Conversion Event, the Partnership, the Guarantor or the Subsidiary Guarantor
making such payment, as the case may be, shall give notice in the manner
provided in Section 12.02 to the Holders, setting forth the applicable Exchange
Rate and describing the calculation of such payments.

                  A Default under clause (4) or (8) of this Section 6.01 is not
an Event of Default until the Trustee notifies the Partnership, the Guarantor
and the Subsidiary Guarantors, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Default
(or, in the case of a Default under clause (4) of this Section 6.01, if
outstanding Securities of other series are affected by such Default, then at
least 25% in principal amount of the then outstanding Securities so affected)
notify the Partnership, the Guarantor, the Subsidiary Guarantors and the
Trustee, of the Default, and the Partnership, the Guarantor or the applicable
Subsidiary Guarantor, as the case may be, fails to cure the Default within 60
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

                  If an Event of Default with respect to any Securities of any
series at the time outstanding (other than an Event of Default specified in
clause (5) or (6) of Section 6.01) occurs and is continuing, the Trustee by
notice to the Partnership, the Guarantor and the Subsidiary Guarantors, or the
Holders of at least 25% in principal amount of the then outstanding Securities
of the series affected by such Event of Default (or, in the case of an Event of
Default described in clause (4) of Section 6.01, if outstanding Securities of
other series are affected by such Event of Default, then at least 25% in
principal amount of the then outstanding Securities so affected) by notice to
the Partnership, the Guarantor, the Subsidiary Guarantors and the Trustee, may
declare the principal of (or, if any such Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) and all accrued and unpaid interest on all then
outstanding Securities of such series or of all series, as the case may be, to
be due and payable. Upon any such declaration, the amounts due and payable on
the Securities shall be due and payable immediately. If an Event of Default
specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts shall
ipso facto become and be immediately due and

                                       31

<PAGE>

payable without any declaration, notice or other act on the part of the Trustee
or any Holder. The Holders of a majority in principal amount of the then
outstanding Securities of the series affected by such Event of Default or all
series, as the case may be, by written notice to the Trustee may rescind an
acceleration and its consequences (other than nonpayment of principal of or
premium or interest on or any Additional Amounts with respect to the Securities)
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to Securities of that series (or of all
series, as the case may be) have been cured or waived, except nonpayment of
principal, premium, interest or any Additional Amounts that has become due
solely because of the acceleration.

SECTION 6.03 Other Remedies.

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

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

SECTION 6.04 Waiver of Defaults.

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

SECTION 6.05 Control by Majority.

                  With respect to Securities of any series, the Holders of a
majority in principal amount of the then outstanding Securities of such series
may direct in writing the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 6.01, and with respect to all Securities,
the Holders of a

                                       32

<PAGE>

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

SECTION 6.06 Limitations on Suits.

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

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

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

                  (3)      such Holder or Holders offer 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 of indemnity; and

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

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

SECTION 6.07 Rights of Holders to Receive Payment.

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

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<PAGE>

SECTION 6.08 Collection Suit by Trustee.

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

SECTION 6.09 Trustee May File Proofs of Claim.

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

SECTION 6.10 Priorities.

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

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

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

                                       34

<PAGE>

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

                  Third: to the Partnership.

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

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

SECTION 6.11 Undertaking for Costs.

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

                                  ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

SECTION 7.02 Rights of Trustee.

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

                  (b)      Before the Trustee acts or refrains from acting, it
may require instruction, an Officers' Certificate or an Opinion of Counsel or
both to be provided. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such instruction, Officers'
Certificate or Opinion of Counsel. The Trustee may consult at the Partnership's

                                       36

<PAGE>

expense with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

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

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

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

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

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

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

SECTION 7.03 May Hold Securities.

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

SECTION 7.04 Trustee's Disclaimer.

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

                                       37

<PAGE>

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

SECTION 7.05 Notice of Defaults.

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

SECTION 7.06 Reports by Trustee to Holders.

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

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

SECTION 7.07 Compensation and Indemnity.

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

                  The Partnership hereby indemnifies the Trustee and any
predecessor Trustee against any and all loss, liability, damage, claim or
expense, including taxes (other than taxes

                                       38

<PAGE>

based upon, measured by or determined by the income of the Trustee), incurred by
it arising out of or in connection with the acceptance or administration of its
duties under this Indenture, except as set forth in the next following
paragraph. The Trustee shall notify the Partnership, the Guarantor and the
Subsidiary Guarantors promptly of any claim for which it may seek indemnity. The
Partnership shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Partnership shall pay the
reasonable fees and expenses of such counsel. The Partnership need not pay for
any settlement made without its consent.

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

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

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

SECTION 7.08 Replacement of Trustee.

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

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

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

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

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

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to the Securities of one or
more series, the Partnership shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those

                                       39

<PAGE>

series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series). Within one year after the successor Trustee with respect to
the Securities of any series takes office, the Holders of a majority in
principal amount of the Securities of such series then outstanding may appoint a
successor Trustee to replace the successor Trustee appointed by the Partnership.

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

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

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

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

                                       40

<PAGE>

Trustee, such retiring Trustee shall transfer to such successor Trustee all
property held by such retiring Trustee as Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates. Such retiring Trustee shall, however, have the right to deduct its
unpaid fees and expenses, including attorneys' fees.

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

SECTION 7.09 Successor Trustee by Merger, etc.

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

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

SECTION 7.10 Eligibility; Disqualification.

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

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

                                       41

<PAGE>

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

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

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of the Partnership's, the Guarantor's and the
             Subsidiary Guarantors' Obligations.

                  (a)      This Indenture shall cease to be of further effect
with respect to the Securities of a series (except that the Partnership's
obligations under Section 7.07, the Trustee's and Paying Agent's obligations
under Section 8.03 and the rights, powers, protections and privileges accorded
the Trustee under Article VII shall survive), and the Trustee, the Guarantor and
the Subsidiary Guarantors, on demand of the Partnership, shall execute proper
instruments acknowledging the satisfaction and discharge of this Indenture with
respect to the Securities of such series, when:

                  (1)      either:

                           (A)      all outstanding Securities of such series
                  theretofore authenticated and issued (other than destroyed,
                  lost or stolen Securities that have been replaced or paid)
                  have been delivered to the Trustee for cancellation; or

                           (B)      all outstanding Securities of such series
                  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 Partnership,

                  and, in the case of clause (i), (ii) or (iii) above, the
                  Partnership, the Guarantor or a Subsidiary Guarantor has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as funds (immediately available to the Holders in the
                  case of clause (i)) in trust for such purpose (x) cash in an
                  amount, or (y) Government Obligations, maturing as to
                  principal and interest at such times and in such amounts as
                  will ensure the availability of cash in an amount or (z) a
                  combination thereof, which will be sufficient, in the opinion
                  (in the case of clauses (y) and (z)) of a nationally
                  recognized firm of independent public accountants expressed in
                  a written

                                       42

<PAGE>

                  certification thereof delivered to the Trustee, to pay and
                  discharge the entire indebtedness on the Securities of such
                  series for principal and interest to the date of such deposit
                  (in the case of Securities which have become due and payable)
                  or for principal, premium, if any, and interest to the Stated
                  Maturity or Redemption Date, as the case may be; or

                           (C)      the Partnership, the Guarantor and the
                  Subsidiary Guarantors have properly fulfilled such other means
                  of satisfaction and discharge as is specified, as contemplated
                  by Section 2.01, to be applicable to the Securities of such
                  series;

                  (2)      the Partnership, the Guarantor or a Subsidiary
         Guarantor has paid or caused to be paid all other sums payable by them
         hereunder with respect to the Securities of such series; and

                  (3)      the Partnership has delivered to the Trustee an
         Officers' Certificate stating that all conditions precedent to
         satisfaction and discharge of this Indenture with respect to the
         Securities of such series have been complied with, together with an
         Opinion of Counsel to the same effect.

                  (b)      Unless this Section 8.01(b) is specified as not being
applicable to Securities of a series as contemplated by Section 2.01, the
Partnership may, at its option, terminate certain of its, the Guarantor's and
the Subsidiary Guarantors' respective obligations under this Indenture
("covenant defeasance") with respect to the Securities of a series if:

                  (1)      the Partnership, the Guarantor or a Subsidiary
         Guarantor has irrevocably deposited or caused to be irrevocably
         deposited with the Trustee as trust funds in trust for the purpose of
         making the following payments, specifically pledged as security for and
         dedicated solely to the benefit of the Holders of Securities of such
         series, (i) money in the currency in which payment of the Securities of
         such series is to be made in an amount, or (ii) Government Obligations
         with respect to such series, maturing as to principal and interest at
         such times and in such amounts as will ensure the availability of money
         in the currency in which payment of the Securities of such series is to
         be made in an amount or (iii) a combination thereof, that is
         sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay the
         principal of and premium (if any) and interest on all Securities of
         such series on each date that such principal, premium (if any) or
         interest is due and payable and (at the Stated Maturity thereof or upon
         redemption as provided in Section 8.01(e)) to pay all other sums
         payable by it hereunder; provided that the Trustee shall have been
         irrevocably instructed to apply such money and/or the proceeds of such
         Government Obligations to the payment of said principal, premium (if
         any) and interest with respect to the Securities of such series as the
         same shall become due;

                  (2)      the Partnership has delivered to the Trustee an
         Officers' Certificate stating that all conditions precedent to
         satisfaction and discharge of this Indenture with respect to the
         Securities of such series have been complied with, and an Opinion of
         Counsel to the same effect;

                                       43

<PAGE>

                  (3)      no Default or Event of Default with respect to the
         Securities of such series shall have occurred and be continuing on the
         date of such deposit;

                  (4)      the Partnership shall have delivered to the Trustee
         an Opinion of Counsel from a nationally recognized counsel acceptable
         to the Trustee or a tax ruling to the effect that the Holders will not
         recognize income, gain or loss for U.S. Federal income tax purposes as
         a result of the Partnership's exercise of its option under this Section
         8.01(b) and will be subject to U.S. Federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised;

                  (5)      the Partnership, the Guarantor and the Subsidiary
         Guarantors have complied with any additional conditions specified
         pursuant to Section 2.01 to be applicable to the discharge of
         Securities of such series pursuant to this Section 8.01; and

                  (6)      such deposit and discharge shall not cause the
         Trustee to have a conflicting interest as defined in TIA Section
         310(b).

                  In such event, this Indenture shall cease to be of further
effect (except as set forth in this paragraph), and the Trustee and the
Guarantor and the Subsidiary Guarantors, on demand of the Partnership, shall
execute proper instruments acknowledging satisfaction and discharge under this
Indenture. However, the Partnership's, the Guarantor's and the Subsidiary
Guarantors' respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08, 8.04 and 11.01, the Trustee's and Paying Agent's
obligations in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. Thereafter, only the Partnership's
obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive with respect to Securities of such series.

                  After such irrevocable deposit made pursuant to this Section
8.01(b) and satisfaction of the other conditions set forth herein, the Trustee
upon request shall acknowledge in writing the discharge of the Partnership's,
the Guarantor's and the Subsidiary Guarantors' obligations under this Indenture
with respect to the Securities of such series except for those surviving
obligations specified above.

                  In order to have money available on a payment date to pay
principal of or premium (if any) or interest on the Securities, the Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. Government
Obligations shall not be callable at the issuer's option.

                  (c)      If the Partnership, the Guarantor and the Subsidiary
Guarantors have previously complied or are concurrently complying with Section
8.01(b) (other than any additional conditions specified pursuant to Section 2.01
that are expressly applicable only to covenant defeasance) with respect to
Securities of a series, then, unless this Section 8.01(c) is specified as not
being applicable to Securities of such series as contemplated by Section 2.01,
the Partnership may elect that its, the Guarantor's and the Subsidiary
Guarantors' respective

                                       44

<PAGE>

obligations to make payments with respect to Securities of such series be
discharged ("legal defeasance"), if:

                  (1)      no Default or Event of Default under clauses (5) and
         (6) of Section 6.01 hereof shall have occurred at any time during the
         period ending on the 91st day after the date of deposit contemplated by
         Section 8.01(b) (it being understood that this condition shall not be
         deemed satisfied until the expiration of such period);

                  (2)      unless otherwise specified with respect to Securities
         of such series as contemplated by Section 2.01, the Partnership has
         delivered to the Trustee an Opinion of Counsel from a nationally
         recognized counsel acceptable to the Trustee to the effect referred to
         in Section 8.01(b)(4) with respect to such legal defeasance, which
         opinion is based on (i) a private ruling of the Internal Revenue
         Service addressed to the Partnership, (ii) a published ruling of the
         Internal Revenue Service pertaining to a comparable form of transaction
         or (iii) a change in the applicable federal income tax law (including
         regulations) after the date of this Indenture;

                  (3)      the Partnership, the Guarantor and the Subsidiary
         Guarantors have complied with any other conditions specified pursuant
         to Section 2.01 to be applicable to the legal defeasance of Securities
         of such series pursuant to this Section 8.01(c); and

                  (4)      the Partnership has delivered to the Trustee a
         Partnership Request requesting such legal defeasance of the Securities
         of such series and an Officers' Certificate stating that all conditions
         precedent with respect to such legal defeasance of the Securities of
         such series have been complied with, together with an Opinion of
         Counsel to the same effect.

                  In such event, the Partnership, the Guarantor and the
Subsidiary Guarantors will be discharged from their respective obligations under
this Indenture and the Securities of such series to pay principal of, premium
(if any) and interest on, and any Additional Amounts with respect to, Securities
of such series, the Partnership's, the Guarantor's and the Subsidiary
Guarantors' respective obligations under Sections 4.01, 4.02 and 11.01 shall
terminate with respect to such Securities, and the entire indebtedness of the
Partnership evidenced by such Securities and of the Guarantor and of the
Subsidiary Guarantors evidenced by the related Guarantees shall be deemed paid
and discharged.

                  (d)      If and to the extent additional or alternative means
of satisfaction, discharge or defeasance of Securities of a series are specified
to be applicable to such series as contemplated by Section 2.01, each of the
Partnership, the Guarantor and the Subsidiary Guarantors may terminate any or
all of its obligations under this Indenture with respect to Securities of a
series and any or all of its obligations under the Securities of such series if
it fulfills such other means of satisfaction and discharge as may be so
specified, as contemplated by Section 2.01, to be applicable to the Securities
of such series.

                  (e)      If Securities of any series subject to subsections
(a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions,

                                       45

<PAGE>

the terms of the applicable trust arrangement shall provide for such redemption,
and the Partnership shall make such arrangements as are reasonably satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Partnership.

SECTION 8.02 Application of Trust Money.

                  The Trustee or a trustee satisfactory to the Trustee and the
Partnership shall hold in trust money or Government Obligations deposited with
it pursuant to Section 8.01 hereof. It shall apply the deposited money and the
money from Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of the
series with respect to which the deposit was made.

SECTION 8.03 Repayment to Partnership, Guarantor or Subsidiary Guarantor.

                  The Trustee and the Paying Agent shall promptly pay to the
Partnership, the Guarantor or any Subsidiary Guarantor any excess money or
Government Obligations (or proceeds therefrom) held by them at any time upon the
written request of the Partnership.

                  Subject to the requirements of any applicable abandoned
property laws, the Trustee and the Paying Agent shall pay to the Partnership
upon written request any money held by them for the payment of principal,
premium (if any), interest or any Additional Amounts that remain unclaimed for
two years after the date upon which such payment shall have become due. After
payment to the Partnership, Holders entitled to the money must look to the
Partnership for payment as general creditors unless an applicable abandoned
property law designates another Person, and all liability of the Trustee and the
Paying Agent with respect to such money shall cease.

SECTION 8.04 Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money or Government Obligations deposited with respect to Securities of any
series in accordance with Section 8.01 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Partnership, the Guarantor and the Subsidiary Guarantors
under this Indenture with respect to the Securities of such series and under the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.01 until such time as the Trustee or the
Paying Agent is permitted to apply all such money or Government Obligations in
accordance with Section 8.01; provided, however, that if the Partnership, the
Guarantor or any Subsidiary Guarantor has made any payment of principal of,
premium (if any) or interest on or any Additional Amounts with respect to any
Securities because of the reinstatement of its obligations, the Partnership, the
Guarantor or such Subsidiary Guarantor, as the case may be, shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or Government Obligations held by the Trustee or the Paying Agent.

                                       46

<PAGE>

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

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

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

                  (2)      to comply with Section 5.01;

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

                  (4)      to provide any security for, or to add any guarantees
         of or additional obligors on, any series of Securities or the related
         Guarantees;

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

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

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

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

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

                  (10)     to supplement any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Section 8.01; provided, however, that any such action shall not
         adversely affect the interest of the Holders of Securities of such
         series or any other series of Securities in any material respect; or

                                       47

<PAGE>

                  (11)     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 7.08.

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

SECTION 9.02 With Consent of Holders.

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

                  Upon the request of the Partnership, accompanied by a Board
Resolution, and upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Partnership, the Guarantor and the Subsidiary Guarantors in the execution of
such amendment or supplemental indenture.

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

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

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

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

                                       48

<PAGE>

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

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

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

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

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

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

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

                  (9)      modify the provisions of this Indenture with respect
         to the subordination of any Security and any related Guarantee in a
         manner adverse to the Holder thereof;

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

                  (11)     except as provided in Section 11.04, release the
         Guarantor or any Subsidiary Guarantors or modify the Guarantee in any
         manner adverse to the Holders.

                  An amendment under this Section 9.02 may not make any change
that adversely affects the rights under Article X of any holder of an issue of
Senior Indebtedness unless the holders of the issue pursuant to its terms
consent to the change.

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

                                       49

<PAGE>

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

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

SECTION 9.03 Compliance with Trust Indenture Act.

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

SECTION 9.04 Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Partnership, the Guarantor or any Subsidiary Guarantor in a notice
furnished to such Holder in accordance with the terms of this Indenture or, if
no such date and time shall be identified, the date the amendment, supplement or
waiver becomes effective. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.

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

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it is of the type described in any of clauses
(1) through (9) of Section 9.02 hereof.

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In such case, the amendment, supplement or waiver shall bind each Holder who has
consented to it and every subsequent Holder that evidences the same debt as the
consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

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

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

SECTION 9.06 Trustee to Sign Amendments, etc.

                  The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel provided at the expense of the
Partnership, the Guarantor or a Subsidiary Guarantor as conclusive evidence that
such amendment or supplement is authorized or permitted by this Indenture, that
it is not inconsistent herewith, and that it will be valid and binding upon the
Partnership, the Guarantor and the Subsidiary Guarantors in accordance with its
terms.

                                   ARTICLE X
                    SUBORDINATION OF SECURITIES AND GUARANTEE

SECTION 10.01 Applicability of Article; Agreement To Subordinate.

                  The provisions of this Article X shall only be applicable to
the Securities of any series (Securities of such series referred to in this
Article X as "Subordinated Securities") designated, pursuant to Section 2.01, as
subordinated to Senior Indebtedness and any related Guarantee of such
Subordinated Securities. Each Holder by accepting a Subordinated Security agrees
that the Debt evidenced by such Subordinated Security and any related Guarantee
of such Subordinated Security is subordinated in right of payment, to the extent
and in the manner provided in this Article X, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable by
the holders of Indebtedness. All provisions of this Article X shall be subject
to Section 10.12.

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SECTION 10.02 Liquidation, Dissolution, Bankruptcy.

                  Upon any payment or distribution of the assets of the
Partnership, the Guarantor or the Subsidiary Guarantors, as the case may be, to
creditors, upon a liquidation or a dissolution of the Partnership, the Guarantor
or the Subsidiary Guarantors, as the case may be, or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Partnership, the Guarantor or the Subsidiary Guarantors, as the case may be, or
their respective property:

                  (a)      holders of Senior Indebtedness of the Partnership,
the Guarantor or any Subsidiary Guarantor, as the case may be, shall be entitled
to receive payment in full in cash of such Senior Indebtedness of such Person
(including interest (if any), accruing on or after the commencement of a
proceeding in bankruptcy, whether or not allowed as a claim against the
Partnership, the Guarantor or the Subsidiary Guarantors, as the case may be, in
such bankruptcy proceeding) before Holders of Subordinated Securities and any
related Guarantee shall be entitled to receive any payment of principal of, or
premium, if any, or interest on, the Subordinated Securities from the
Partnership, or any payment in respect of any Guarantee from the Guarantor or
the Subsidiary Guarantors; and

                  (b)      until the Senior Indebtedness of the Partnership, the
Guarantor or any Subsidiary Guarantor, as the case may be, is paid in full, any
distribution to which Holders of Subordinated Securities and any related
Guarantee would be entitled but for this Article X shall be made to holders of
Senior Indebtedness of the Partnership, the Guarantor or the Subsidiary
Guarantors, as the case may be, as their interests may appear, except that such
Holders may receive capital stock and any debt securities that are subordinated
to Senior Indebtedness of the Partnership, the Guarantor or the Subsidiary
Guarantors, as the case may be, to at least the same extent as the Subordinated
Securities of the Partnership or the related Guarantee of the Guarantor or any
Subsidiary Guarantor, respectively.

SECTION 10.03 Default on Senior Indebtedness.

                  The Partnership, the Guarantor and the Subsidiary Guarantors
may not pay the principal of, or premium, if any, or interest on, the
Subordinated Securities or any related Guarantee or make any deposit pursuant to
Article VIII and may not repurchase, redeem or otherwise retire (except, in the
case of Subordinated Securities that provide for a mandatory sinking fund
pursuant to Section 3.11, by the delivery of Subordinated Securities by the
Partnership to the Trustee pursuant to the first paragraph of Section 3.11) any
Subordinated Securities (collectively, "pay the Subordinated Securities") if any
principal, premium or interest in respect of Senior Indebtedness of such Person
is not paid within any applicable grace period (including at maturity) or any
other default on Senior Indebtedness of such Person occurs and the maturity of
such Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, the default has been cured or waived and any such acceleration has
been rescinded or such Senior Indebtedness has been paid in full in cash;
provided, however, that the Partnership, the Guarantor and the Subsidiary
Guarantors may make payments on the Subordinated Securities or any related
Guarantee without regard to the foregoing if the Partnership and the Trustee
receive written notice approving such payment from the Representative of each
issue of Designated Senior Indebtedness. During the continuance of any other
default with respect to any Designated

                                       52

<PAGE>

Senior Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Partnership, the Guarantor and the Subsidiary Guarantors may not make payments
on the Subordinated Securities or any related Guarantee for a period (a "Payment
Blockage Period") commencing upon the receipt by the Partnership and the Trustee
(and if such Designated Senior Indebtedness is Debt of the Guarantor or a
Subsidiary Guarantor, the Guarantor or the Subsidiary Guarantor) of written
notice of such default from the Representative of any Designated Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a
"Blockage Notice") and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated by written notice to the Trustee and the
Partnership (and if such Designated Senior Indebtedness is Debt of a Subsidiary
Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such
Blockage Notice, by repayment in full in cash of such Designated Senior
Indebtedness or because the default giving rise to such Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in Section 10.02 and
the first sentence of this Section 10.03), unless the holders of such Designated
Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Designated Senior Indebtedness, the Partnership, the
Guarantor and the Subsidiary Guarantors may resume payments on the Subordinated
Securities and related Guarantees after such Payment Blockage Period. Not more
than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to any number of issues of
Designated Senior Indebtedness during such period, unless otherwise specified
pursuant to Section 2.01 for the Subordinated Securities of a series; provided,
however, that in no event may the total number of days during which any Payment
Blockage Period or Periods is in effect exceed 179 days in the aggregate during
any 360 consecutive day period. For purposes of this Section 10.03, no default
or event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

SECTION 10.04 Acceleration of Payment of Securities.

                  If payment of the Subordinated Securities is accelerated
because of an Event of Default, the Partnership shall promptly notify the
holders of the Designated Senior Indebtedness (or their Representatives) of the
acceleration.

SECTION 10.05 When Distribution Must Be Paid Over.

                  If a distribution is made to Holders of Subordinated
Securities or a related Guarantee that because of this Article X should not have
been made to them, the Holders who receive such distribution shall hold it in
trust for holders of Senior Indebtedness and pay it over to them as their
interests may appear.

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SECTION 10.06 Subrogation.

                  After all Senior Indebtedness is paid in full and until the
Subordinated Securities are paid in full, Holders thereof shall be subrogated to
the rights of holders of Senior Indebtedness to receive distributions applicable
to Senior Indebtedness. A distribution made under this Article X to holders of
Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Securities is not, as between the Partnership, the Guarantor or the
Subsidiary Guarantors, as the case may be, and such Holders, a payment by the
Partnership, the Guarantor or the Subsidiary Guarantors, as the case may be, on
Senior Indebtedness.

SECTION 10.07 Relative Rights.

                  This Article X defines the relative rights of Holders of
Subordinated Securities and holders of Senior Indebtedness. Nothing in this
Indenture shall:

                  (a)      impair, as between the Partnership, the Guarantor or
the Subsidiary Guarantors, as the case may be, and Holders of either
Subordinated Securities or Securities, the obligation of the Partnership, the
Guarantor or the Subsidiary Guarantors, as the case may be, which is absolute
and unconditional, to pay principal of, and premium, if any, and interest on,
the Subordinated Securities and the Securities in accordance with their terms;
or

                  (b)      prevent the Trustee or any Holder of either
Subordinated Securities or Securities from exercising its available remedies
upon an Event of Default, subject to the rights of holders of Senior
Indebtedness to receive distributions otherwise payable to Holders of
Subordinated Securities.

SECTION 10.08 Subordination May Not Be Impaired by Partnership.

                  No right of any holder of Senior Indebtedness to enforce the
subordination of the Debt evidenced by the Subordinated Securities and the
Guarantee in respect thereof shall be impaired by any act or failure to act by
the Partnership, the Guarantor or the Subsidiary Guarantors or by its failure to
comply with this Indenture.

SECTION 10.09 Rights of Trustee and Paying Agent.

                  Notwithstanding Sections 10.02 and 10.03, the Trustee or any
paying agent may continue to make payments on Subordinated Securities and shall
not be charged with knowledge of the existence of facts that would prohibit the
making of any such payments unless, not less than two Business Days prior to the
date of such payment, a responsible officer of the Trustee receives notice
satisfactory to it that payments may not be made under this Article X. The
Partnership, the Registrar, any paying agent, a Representative or a holder of
Senior Indebtedness may give the notice; provided, however, that, if an issue of
Senior Indebtedness has a Representative, only the Representative may give the
notice on behalf of the Holders of the Senior Indebtedness of that issue.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
The Registrar and any paying agent may do the same with like rights. The Trustee
shall be entitled to all the rights set forth in this

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<PAGE>

Article X with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in Article VII shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article X shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

SECTION 10.10 Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representative (if any).

SECTION 10.11 Article X Not to Prevent Defaults or Limit Right to Accelerate.

                  The failure to make a payment pursuant to the Subordinated
Securities, whether directly or pursuant to the Guarantee, by reason of any
provision in this Article X shall not be construed as preventing the occurrence
of a Default. Nothing in this Article X shall have any effect on the right of
the Holders or the Trustee to accelerate the maturity of either the Subordinated
Securities or the Securities, as the case may be.

SECTION 10.12 Trust Moneys Not Subordinated.

                  Notwithstanding anything contained herein to the contrary,
payments from money or the proceeds of U.S. Government Obligations held in trust
under Article VIII by the Trustee for the payment of principal of, and premium,
if any, and interest on, the Subordinated Securities or the Securities shall not
be subordinated to the prior payment of any Senior Indebtedness or subject to
the restrictions set forth in this Article X, and none of the Holders thereof
shall be obligated to pay over any such amount to the Partnership, the
Guarantor, the Subsidiary Guarantors or any holder of Senior Indebtedness of the
Partnership, the Guarantor or the Subsidiary Guarantors or any other creditor of
the Partnership, the Guarantor or the Subsidiary Guarantors.

SECTION 10.13 Trustee Entitled to Rely.

                  Upon any payment or distribution pursuant to this Article X,
the Trustee and the Holders shall be entitled to rely upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 10.02 are pending, upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to such Holders or upon the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other Debt of the Partnership, the Guarantor or the Subsidiary Guarantors, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article X. In the event
that the Trustee determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article X, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article X, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as

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<PAGE>

to the right of such Person to receive such payment. The provisions of Sections
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article X.

SECTION 10.14 Trustee to Effectuate Subordination.

                  Each Holder by accepting a Subordinated Security authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the Holders
of Subordinated Securities and the holders of Senior Indebtedness as provided in
this Article X and appoints the Trustee as attorney-in-fact for any and all such
purposes.

SECTION 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if it shall mistakenly pay over or distribute to Holders of Subordinated
Securities or the Partnership, the Guarantor or the Subsidiary Guarantors or any
other Person, money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article X or otherwise.

SECTION 10.16 Reliance by Holders of Senior Indebtedness on Subordination
               Provisions.

                  Each Holder by accepting a Subordinated Security acknowledges
and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Subordinated Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                   ARTICLE XI
                                    GUARANTEE

SECTION 11.01 Unconditional Guarantee.

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

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

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<PAGE>

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

                  (d)      The obligations of the Guarantor and each of the
Subsidiary Guarantors under this Article XI shall be as aforesaid full,
unconditional and absolute and shall not be impaired, modified, released or
limited by any occurrence or condition whatsoever, including, without
limitation, (i) any compromise, settlement, release, waiver, renewal, extension,
indulgence or modification of, or any change in, any of the obligations and
liabilities of the Partnership, the Guarantor or any of the Subsidiary
Guarantors contained in the Securities or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Partnership, the
Guarantor, any of the Subsidiary Guarantors or any of their estates in
bankruptcy, or any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of any applicable Bankruptcy Law,
as amended, or other statute or from the decision of any court, (iii) the
assertion or exercise by the Partnership, the Guarantor, any of the Subsidiary
Guarantors or the Trustee of any rights or remedies under the Securities or this
Indenture or their delay in or failure to assert or exercise any such rights or
remedies, (iv) the assignment or the purported assignment of any property as
security for the Securities, including all or any part of the rights of the
Partnership, the Guarantor or any of the Subsidiary Guarantors under this
Indenture, (v) the extension of the time for payment by the Partnership, the
Guarantor or any of the Subsidiary Guarantors of any payments or other sums or
any part thereof owing or payable under any of the terms and provisions of the
Securities or this Indenture or of the time for performance by the Partnership,
the Guarantor or any of the Subsidiary Guarantors of any other obligations under
or arising out of any such terms and provisions or the extension or the renewal
of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Partnership, the
Guarantor or any of the Subsidiary Guarantors set forth in this Indenture, (vii)
the voluntary or involuntary liquidation, dissolution,

                                       57

<PAGE>

sale or other disposition of all or substantially all of the assets, marshaling
of assets and liabilities, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, the Partnership, the
Guarantor or any of the Subsidiary Guarantors or any of their respective assets,
or the disaffirmance of the Securities, the Guarantee or this Indenture in any
such proceeding, (viii) the release or discharge of the Partnership, the
Guarantor or any of the Subsidiary Guarantors from the performance or observance
of any agreement, covenant, term or condition contained in any of such
instruments by operation of law, (ix) the unenforceability of the Securities,
the Guarantee or this Indenture or (x) any other circumstances (other than
payment in full or discharge of all amounts guaranteed pursuant to the
Guarantee) which might otherwise constitute a legal or equitable discharge of a
surety or guarantor.

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

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

SECTION 11.02 Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 11.01,
the Guarantor and each of the Subsidiary Guarantors hereby agrees that a
notation relating to such Guarantee, substantially in the form attached hereto
as Annex A, shall be endorsed on each Security entitled to the benefits of the
Guarantee authenticated and delivered by the Trustee and executed by either
manual or facsimile signature of an Officer of U.S. Propane, L.L.C. The
Guarantor and each of the Subsidiary Guarantors hereby agrees that the Guarantee
set forth in Section 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation relating to the Guarantee. If
any Officer of U.S. Propane, L.L.C., whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, the Guarantee of such Security shall be
valid nevertheless. The

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<PAGE>

delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantor and the Subsidiary Guarantors.

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

SECTION 11.03 Limitation on Liability of the Guarantor and the Subsidiary
              Guarantors.

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

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

SECTION 11.04 Release of Guarantor or Subsidiary Guarantors from Guarantee.

                  (a)      Notwithstanding any other provisions of this
Indenture, the Guarantee of the Guarantor or any Subsidiary Guarantor may be
released upon the terms and subject to the conditions set forth in this Section
11.04. Provided that no Default shall have occurred and shall be continuing
under this Indenture, any Guarantee incurred by the Guarantor or a Subsidiary
Guarantor pursuant to this Article XI shall be unconditionally released and
discharged (i) in the case of a Subsidiary Guarantor, automatically upon (A) any
sale, exchange or transfer, whether by way of merger or otherwise, to any Person
that is not an Affiliate of the Partnership, of all of the Partnership's direct
or indirect equity interests in such Subsidiary Guarantor (provided such sale,
exchange or transfer is not prohibited by this Indenture) or (B) the merger of
such Subsidiary Guarantor into the Partnership, the Guarantor or any other
Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary
Guarantor (in each case to the extent not

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prohibited by this Indenture) or (ii) in the case of the Guarantor,
automatically upon the merger of the Guarantor into the Partnership or any
Subsidiary Guarantor or the liquidation or dissolution of the Guarantor (in each
case to the extent not prohibited by this Indenture) or (iii) in the case of the
Guarantor or a Subsidiary Guarantor, following delivery of a written notice of
such release or discharge by the Partnership, the Trustee, upon the release or
discharge of all guarantees by the Guarantor or such Subsidiary Guarantor of any
Debt of the Partnership other than obligations arising under this Indenture and
any Securities issued hereunder, except a discharge or release by or as a result
of payment under such guarantees.

                  (b)      The Trustee shall deliver an appropriate instrument
evidencing any release of the Guarantor or a Subsidiary Guarantor from the
Guarantee upon receipt of a written request of the Partnership accompanied by an
Officers' Certificate and an Opinion of Counsel that the Guarantor or the
Subsidiary Guarantor, as the case may be, is entitled to such release in
accordance with the provisions of this Indenture. The Guarantor or any
Subsidiary Guarantor not so released remains liable for the full amount of
principal of (and premium, if any, on) and interest on the Securities entitled
to the benefits of such Guarantee as provided in this Indenture, subject to the
limitations of Section 11.03.

SECTION 11.05 Contribution.

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

                                  ARTICLE XII
                                 MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.

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

SECTION 12.02 Notices.

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

                  If to the Partnership, the Guarantor or the Subsidiary
Guarantors:

                  Heritage Propane Partners, L.P.

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<PAGE>

                  8801 South Yale Avenue, Suite 310
                  Tulsa, Oklahoma 74137
                  Attn: Michael L. Greenwood
                  Telephone: (918) 492-7272
                  Facsimile: (918) 493-7290

                  If to the Trustee:

                  Attn:
                  Telephone:
                  Facsimile:

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

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

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

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

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

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

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

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<PAGE>

SECTION 12.03 Communication by Holders with Other Holders.

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

SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

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

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 12.05) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         complied with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been complied with.

SECTION 12.05 Statements Required in Certificate or Opinion.

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

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

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

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

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

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<PAGE>

SECTION 12.06 Rules by Trustee and Agents.

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

SECTION 12.07 Legal Holidays.

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

SECTION 12.08 No Recourse Against Others.

                  A director, officer, employee, stockholder, partner or other
owner of the Partnership, the Guarantor, a Subsidiary Guarantor or the Trustee,
as such, shall not have any liability for any obligations of the Partnership
under the Securities, for any obligations of the Guarantor or any Subsidiary
Guarantor under the Guarantee, or for any obligations of the Partnership, the
Guarantor, any Subsidiary Guarantor or the Trustee under this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release shall be part of the consideration for the
issue of Securities.

SECTION 12.09 Governing Law.

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

SECTION 12.10 No Adverse Interpretation of Other Agreements.

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

SECTION 12.11 Successors.

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

SECTION 12.12 Severability.

                  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, to the fullest extent
permitted by applicable law, not in any way be affected or impaired thereby.

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<PAGE>

SECTION 12.13 Counterpart Originals.

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

SECTION 12.14 Table of Contents, Headings, etc.

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

                                       64

<PAGE>

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

                                 HERITAGE OPERATING, L.P.

                                 By: U.S. PROPANE, L.P., its General Partner
                                 By: U.S. PROPANE, L.L.C., its General Partner

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

                                 HERITAGE PROPANE PARTNERS, L.P.

                                 By: U.S. PROPANE, L.P., its General Partner
                                 By: U.S. PROPANE, L.L.C., its General Partner

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

                                 HERITAGE SERVICE CORP.

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

                                 HERITAGE-BI STATE, L.L.C.

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

                                 HERITAGE ENERGY RESOURCES, L.L.C.

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

                                 [                                 ], as Trustee

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

<PAGE>

                                     ANNEX A

                              NOTATION OF GUARANTEE

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

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

                                HERITAGE PROPANE PARTNERS, L.P.

                                By: U.S. PROPANE, L.P., its General Partner
                                By: U.S. PROPANE, L.L.C., its General Partner

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

                                HERITAGE SERVICE CORP.

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

                                HERITAGE-BI STATE, L.L.C.

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

                                HERITAGE ENERGY RESOURCES, L.L.C.

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