Exhibit 4.1


 




 





FERRELLGAS PARTNERS, L.P.


FERRELLGAS PARTNERS FINANCE CORP.


 


Issuers


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 






 


INDENTURE


 


Dated as of April 13, 2010


 






 


SENIOR DEBT SECURITIES


 








 





 

















 


FERRELLGAS PARTNERS, L.P.

FERRELLGAS PARTNERS FINANCE CORP.


 


CERTAIN SECTIONS OF THIS INDENTURE RELATING TO


SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE


TRUST INDENTURE ACT OF 1939:


 


	
  Trust
  Indenture

  	
   

  	
   

  
	
  Act Section

  	
   

  	
  Indenture Section

  
	
  §310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  608; 609

  
	
  (b)

  	
   

  	
  608; 610

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  §311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  §312(a)

  	
   

  	
  701; 702

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  §313(a)

  	
   

  	
  703

  
	
  (b)(1)

  	
   

  	
  Not Applicable

  
	
  (b)(2)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  §314(a)

  	
   

  	
  704

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  Not Applicable

  
	
  §315(a)

  	
   

  	
  601, 603

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  §316(a)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  502; 512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104

  
	
  §317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  §318(a)

  	
   

  	
  107

  



 






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


 


i

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
   

  	
  1

  
	
  Section 102.

  	
  Compliance
  Certificates and Opinions

  	
   

  	
  8

  
	
  Section 103.

  	
  Form of
  Documents Delivered to Trustee

  	
   

  	
  9

  
	
  Section 104.

  	
  Acts
  of Holders; Record Dates

  	
   

  	
  9

  
	
  Section 105.

  	
  Notices,
  Etc., to Trustee and Issuers

  	
   

  	
  10

  
	
  Section 106.

  	
  Notice
  to Holders; Waiver

  	
   

  	
  11

  
	
  Section 107.

  	
  Conflict
  with Trust Indenture Act

  	
   

  	
  11

  
	
  Section 108.

  	
  Effect
  of Headings and Table of Contents

  	
   

  	
  11

  
	
  Section 109.

  	
  Successors
  and Assigns

  	
   

  	
  11

  
	
  Section 110.

  	
  Separateability
  Clause

  	
   

  	
  12

  
	
  Section 111.

  	
  Benefits
  of Indenture

  	
   

  	
  12

  
	
  Section 112.

  	
  Governing
  Law; Waiver of Jury Trial

  	
   

  	
  12

  
	
  Section 113.

  	
  Legal
  Holidays

  	
   

  	
  12

  
	
  Section 114.

  	
  Language
  of Notices, Etc.

  	
   

  	
  12

  
	
  Section 115.

  	
  Interest
  Limitation

  	
   

  	
  12

  
	
  Section 116.

  	
  Non-Recourse;
  No Personal Liability of Officers, Directors, Employees, Limited Partners or
  Shareholders

  	
   

  	
  13

  
	
  Section 117.

  	
  U.S.A.
  Patriot Act

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  SECURITY
  FORMS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 201.

  	
  Forms
  Generally

  	
   

  	
  14

  
	
  Section 202.

  	
  Form of
  Face of Security

  	
   

  	
  14

  
	
  Section 203.

  	
  Form of
  Reverse of Security

  	
   

  	
  17

  
	
  Section 204.

  	
  Global
  Securities

  	
   

  	
  22

  
	
  Section 205.

  	
  Form of
  Trustee’s Certificate and Authorization

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  THE
  SECURITIES

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  	
  23

  
	
  Section 302.

  	
  Denominations

  	
   

  	
  26

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  26

  
	
  Section 304.

  	
  Temporary
  Securities

  	
   

  	
  29

  
					



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 305.

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  	
  29

  
	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  	
  31

  
	
  Section 307.

  	
  Payment
  of Interest; Interest Rights Preserved

  	
   

  	
  31

  
	
  Section 308.

  	
  Persons
  Deemed Owners

  	
   

  	
  33

  
	
  Section 309.

  	
  Cancellation

  	
   

  	
  33

  
	
  Section 310.

  	
  Computation
  of Interest

  	
   

  	
  33

  
	
  Section 311.

  	
  CUSIP
  Numbers

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  SATISFACTION
  AND DISCHARGE

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  	
  34

  
	
  Section 402.

  	
  Application
  of Trust Money

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  REMEDIES

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events
  of Default

  	
   

  	
  35

  
	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  	
  36

  
	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  37

  
	
  Section 504.

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  37

  
	
  Section 505.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
   

  	
  38

  
	
  Section 506.

  	
  Application
  of Money Collected

  	
   

  	
  38

  
	
  Section 507.

  	
  Limitation on Suits

  	
   

  	
  38

  
	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
   

  	
  39

  
	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  	
   

  	
  39

  
	
  Section 510.

  	
  Rights
  and Remedies Cumulative

  	
   

  	
  39

  
	
  Section 511.

  	
  Delay
  or Omission Not Waiver

  	
   

  	
  40

  
	
  Section 512.

  	
  Control
  by Holders

  	
   

  	
  40

  
	
  Section 513.

  	
  Waiver
  of Past Defaults

  	
   

  	
  40

  
	
  Section 514.

  	
  Undertaking
  for Costs

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  THE
  TRUSTEE

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain
  Duties and Responsibilities

  	
   

  	
  41

  
	
  Section 602.

  	
  Notice
  of Defaults

  	
   

  	
  42

  
	
  Section 603.

  	
  Certain
  Rights of Trustee

  	
   

  	
  42

  
						



 


iii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 604.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
   

  	
  43

  
	
  Section 605.

  	
  May Hold
  Securities

  	
   

  	
  44

  
	
  Section 606.

  	
  Money
  Held in Trust

  	
   

  	
  44

  
	
  Section 607.

  	
  Compensation
  and Reimbursement

  	
   

  	
  44

  
	
  Section 608.

  	
  Disqualification;
  Conflicting Interests

  	
   

  	
  45

  
	
  Section 609.

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  45

  
	
  Section 610.

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  	
  45

  
	
  Section 611.

  	
  Acceptance
  of Appointment by Successor

  	
   

  	
  46

  
	
  Section 612.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  47

  
	
  Section 613.

  	
  Preferential
  Collection of Claims Against Issuers

  	
   

  	
  48

  
	
  Section 614.

  	
  Appointment
  of Authenticating Agent

  	
   

  	
  48

  
	
  Section 615.

  	
  Force
  Majeure

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND ISSUERS

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Issuers
  to Furnish Trustee Names and Addresses of Holders

  	
   

  	
  50

  
	
  Section 702.

  	
  Preservation
  of Information; Communications to Holder

  	
   

  	
  50

  
	
  Section 703.

  	
  Reports
  by Trustee

  	
   

  	
  50

  
	
  Section 704.

  	
  Reports
  by Issuers

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Issuers
  May Consolidate, Etc., Only on Certain Terms

  	
   

  	
  51

  
	
  Section 802.

  	
  Successor
  Substituted

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  SUPPLEMENTAL
  INDENTURES

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
   

  	
  52

  
	
  Section 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
   

  	
  53

  
	
  Section 903.

  	
  Execution
  of Supplemental Indentures

  	
   

  	
  54

  
	
  Section 904.

  	
  Effect
  of Supplemental Indentures

  	
   

  	
  54

  
	
  Section 905.

  	
  Conformity
  with Trust Indenture Act

  	
   

  	
  54

  
	
  Section 906.

  	
  Reference
  in Securities to Supplemental Indentures

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  COVENANTS

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment
  of Principal, Premium and Interest

  	
   

  	
  55

  
						



 


iv

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1002.

  	
  Maintenance
  of Office or Agency

  	
   

  	
  55

  
	
  Section 1003.

  	
  Money
  for Securities Payments to Be Held in Trust

  	
   

  	
  56

  
	
  Section 1004.

  	
  Statement
  by Officers as to Default

  	
   

  	
  56

  
	
  Section 1005.

  	
  Existence

  	
   

  	
  57

  
	
  Section 1006.

  	
  Waiver
  of Certain Covenants

  	
   

  	
  57

  
	
  Section 1007.

  	
  Limitation
  on Finance Corp.

  	
   

  	
  57

  
	
  Section 1008.

  	
  Calculation
  of Original Issue Discount

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XI

  	
  REDEMPTION
  OF SECURITIES

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Applicability
  of Article

  	
   

  	
  58

  
	
  Section 1102.

  	
  Election
  to Redeem; Notice to Trustee

  	
   

  	
  58

  
	
  Section 1103.

  	
  Selection
  by Trustee of Securities to be Redeemed

  	
   

  	
  58

  
	
  Section 1104.

  	
  Notice
  of Redemption

  	
   

  	
  59

  
	
  Section 1105.

  	
  Deposit
  of Redemption Price

  	
   

  	
  59

  
	
  Section 1106.

  	
  Securities
  Payable on Redemption Date

  	
   

  	
  60

  
	
  Section 1107.

  	
  Securities
  Redeemed in Part

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XII

  	
  SINKING
  FUNDS

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability
  of Article

  	
   

  	
  60

  
	
  Section 1202.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
   

  	
  61

  
	
  Section 1203.

  	
  Redemption
  of Securities for Sinking Fund

  	
   

  	
  61

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XIII

  	
  DEFEASANCE

  	
   

  	
  61

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Applicability
  of Article

  	
   

  	
  61

  
	
  Section 1302.

  	
  Legal
  Defeasance

  	
   

  	
  61

  
	
  Section 1303.

  	
  Covenant
  Defeasance

  	
   

  	
  63

  
	
  Section 1304.

  	
  Application
  by Trustee of Funds Deposited for Payment of Securities

  	
   

  	
  65

  
	
  Section 1305.

  	
  Repayment
  to Issuers

  	
   

  	
  65

  
	
  Section 1306.

  	
  Reinstatement

  	
   

  	
  65

  
						



 


v

















 


INDENTURE dated as of April 13,
2010, among FERRELLGAS PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), FERRELLGAS PARTNERS FINANCE
CORP., a Delaware corporation (“Finance
Corp.” and, together with the Partnership, the “Issuers”), having their principal office
at One Liberty Plaza, Liberty, Missouri, 64068, and U.S. Bank National
Association, as Trustee (the “Trustee”).


 


RECITALS


 


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


 


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


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.           Definitions


 


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


 


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


 


(2)           the following Trust Indenture Act terms used in this
Indenture have the following meanings:


 


“indenture securities” means the
Securities;


 


“indenture security
Holder” means a Holder of a Security;


 


“indenture to be
qualified” means this Indenture;


 


“indenture trustee” or “institutional trustee” means the Trustee; and


 


“obligor” on the
Securities means the Issuers and any successor obligor upon the Securities;


 

















 


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


 


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


 


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


 


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


 


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


 


“Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes
of this definition, “control” when
used with respect to any specified Person means the possession, directly or
indirectly, of the power to direct, or cause the direction of, the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise; provided
that beneficial ownership of 10% or more of the voting securities of a person
shall be deemed to be control.  For
purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have meanings correlative to the foregoing.


 


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


 


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


 


“Board of
Directors” means:


 


(1)           with respect to a
corporation, the board of directors of the corporation;


 


(2)           with respect to a
partnership, the Board of Directors of the general partner of the partnership;
and


 


(3)           with respect to any other
Person, the board or committee of such Person serving a similar function.


 


2

















 


“Board
Resolution” means resolutions duly adopted by the Board of Directors
of each Issuer and in full force and effect on the date certified and delivered
to the Trustee pursuant to Section 201.


 


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


 


“Capital
Interests” means any and all shares, interests, participations,
rights or other equivalents (however designated) of capital stock, including,
without limitation, with respect to partnerships, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership.


 


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


 


“Corporate Trust Office” means the office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which at the date hereof is 100 Wall Street, Suite 1600, New
York, New York 10005, Attention: Corporate Trust Services, or such other
address as the Trustee may designate from time to time, or the principal
corporate trust office of any successor trustee or as such successor trustee
may designate from time to time.


 


“covenant defeasance”
has the meaning specified in Section 1303.


 


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


 


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


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“defeasance” has
the meaning specified in Section 1302.


 


“Definitive
Security” means a Security other than a Global Security or a
temporary Security.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301, until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter shall mean or include each Person which is then a Depositary 


 


3

















 


hereunder,
and if at any time there is more than one such Person, shall be a collective
reference to such Persons.


 


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


 


“Event of
Default” has the meaning specified in Section 501.


 


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


 


“Finance Corp.” means the Person named as “Finance Corp.” 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 “Finance Corp.” shall
mean such successor Person.


 


“General
Partner” means Ferrellgas, Inc., a Delaware corporation.


 


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


 


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


 


“Indebtedness” means any obligation created or assumed by any
Person for the repayment of money borrowed, any purchase money obligation
created or assumed by such Person and any guarantee of the foregoing, except
that, for purposes of Section 801, “Indebtedness”
has the meaning specified in such Section.


 


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


 


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


 


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


 


“Issuer Request” or “Issuer Order” means a written request or order signed on
behalf of the Issuers by two Officers of the Issuers, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer.


 


“Issuers” means the Partnership and Finance Corp.


 


4
















 


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


 


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


 


“Officer” means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary, any Assistant Secretary or any Vice President of
such Person or, if such Person is a partnership, of the general partner of such
Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Issuers by
two Officers of the Issuers, one of whom must be the principal executive
officer, the principal financial officer or the principal accounting officer,
that meets the requirements of Sections 102 and 103 hereof.


 


“Opinion of
Counsel” means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Sections 102 and 103
hereof.  The counsel may be an employee
of or counsel to the Issuers, any Subsidiary of the Issuers or the Trustee.


 


“Operating Partnership” means Ferrellgas, L.P., a Delaware
limited partnership.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


“Periodic
Offering” means an offering of Securities of a series from time to
time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the
original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 301
with respect thereto, are to be determined by the Issuers upon the issuance of
such Securities.


 


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


 


“Place of
Payment”, when used with respect to the Securities of any series,
means, unless otherwise specifically provided for with respect to such series
as contemplated by Section 301, the office or agency of the Issuers in The
City of New York and such other place or places 


 


6

















 


where,
subject to the provisions of Section 1002, the principal of and any
premium and interest on the Securities of that series are payable as specified
as contemplated by Section 301.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Subsidiary”
means, with respect to any Person, any other Person of which more than 50% of
the total voting power of the Capital Interests of such Person entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof or, in the case of a partnership,
more than 50% of the partners’ Capital Interests (considering all partners’
Capital Interests as a single class), is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof.


 


7

















 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the Trust Indenture Act, except as provided in Section 905.


 


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


 


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


 


Section 102.           Compliance Certificates and Opinions


 


Upon any application or
request by the Issuers to the Trustee to take or refrain from taking any action
under any provision of this Indenture, the Issuers shall furnish to the Trustee
an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee 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 an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been complied
with.  Each such certificate shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.


 


Every Officers’ Certificate
or Opinion of Counsel (except for certificates provided for in Section 1004)
shall include:


 


(1)           a statement that each individual signing such
certificate or opinion has read such covenant or condition;


 


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


 


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


 


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


 


8

















 


Section 103.           Form of Documents Delivered to Trustee


 


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


 


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


 


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


 


Section 104.           Acts of Holders; Record Dates


 


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
(either physically or by means of a facsimile or an electronic transmission, provided that such electronic transmission is transmitted
through the facilities of a Depositary) by such Holders in person or by an
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered (either physically or by means of a facsimile or an
electronic transmission, provided that
such electronic transmission is transmitted through the facilities of a
Depositary) to the Trustee and, where it is hereby expressly required, to the
Issuers.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the
Holders signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 315 of the Trust Indenture Act) conclusive in favor of the
Trustee and the Issuers, if made in the manner provided in this Section.


 


Without limiting the
generality of the foregoing, a Holder, including a Depositary that is a Holder
of a Global Security, may make, give or take, by a proxy or proxies, duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders, and a Depositary that is a Holder of a Global Security may
provide its proxy or proxies to the beneficial owners of interests in any such
Global Security.


 


9

















 


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


 


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


 


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


 


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


 


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


 


Section 105.           Notices, Etc., to Trustee and Issuers


 


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


 


(1)           the Trustee by any Holder or by the Issuers shall be
sufficient for every purpose hereunder if made in writing and actually received
by the Trustee at its Corporate Trust Office or at any other address previously
furnished in writing by the Trustee, or


 


(2)           the Issuers by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the
Partnership addressed to it at One Liberty Plaza, Liberty, Missouri 


 


10

















 


64068, to the attention
of the Chief Financial Officer, or at any other address previously furnished in
writing to the Trustee by the Issuers.


 


Section 106.           Notice to Holders; Waiver


 


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


 


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


 


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


 


Section 107.           Conflict with Trust Indenture Act


 


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


 


Section 108.           Effect of Headings and Table of Contents


 


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


 


Section 109.           Successors and Assigns


 


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


 


11

















 


Section 110.           Separateability Clause


 


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


 


Section 111.           Benefits of Indenture


 


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


 


Section 112.           Governing Law; Waiver of Jury Trial


 


This Indenture and the Securities
shall be governed by and construed in accordance with the law of the State of
New York without regard to conflicts of law principles thereof.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 113.           Legal Holidays


 


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


 


Section 114.           Language of Notices, Etc.


 


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


 


Section 115.           Interest Limitation


 


It is the intention of the
Issuers to conform strictly to all applicable usury laws and any subsequent
revisions, repeals or judicial interpretations thereof.  Accordingly, if the transactions contemplated
hereby would be usurious under any applicable law then, in that event,
notwithstanding anything to the contrary in the Securities or this Indenture,
it is agreed as follows:  (i) the
aggregate of all consideration which constitutes interest under applicable law
with respect to a Security shall under no circumstances exceed the maximum
amount allowed by applicable law, and any excess shall be credited to the
principal amount of such Security (or, if 


 


12

















 


the
principal amount of such Security shall have been paid in full, refunded to the
Issuers), to the extent permitted by applicable law; and (ii) in the event
that the maturity of any Security is accelerated or in the event of any
redemption of such Security, then such consideration that constitutes interest
under applicable law may never include more than the maximum amount allowed by
applicable law, and any excess shall be credited to the principal amount of
such Security (or, if the principal amount of such Security shall be paid in
full, refunded to the Issuers), to the extent permitted by applicable law.  All calculations made to compute the rate of
interest with respect to a Security for the purpose of determining whether such
rate exceeds the maximum amount allowed by applicable law shall be made, to the
extent permitted by such applicable law, by allocating and spreading during the
period of the full stated term of such Security all interest any time
contracted for, taken, reserved, charged or received by such Holder or by the
Trustee on behalf of any such Holder in connection therewith so that the amount
or rate of interest charged for any and all periods of time during the term of
the Security does not exceed the maximum amount or rate of interest allowed to
be charged by law during the relevant period of time.  Notwithstanding any of the foregoing, if at
any time applicable laws shall be changed so as to permit a higher rate or
amount of interest to be charged than that permitted prior to such change, then
unless prohibited by law, references in this Indenture or any Security to
“applicable law” when used in the context of determining the maximum interest
or rate of interest that can be charged shall be deemed to refer to such applicable
law as so amended to allow the greater amount or rate of interest.


 


The right to accelerate
maturity of any Security does not include the right to accelerate any interest
which has not otherwise accrued to the date of such acceleration, provided,
however, that the foregoing shall not prohibit the continuing accrual after
acceleration of interest in accordance with the terms of the Indenture and such
Security.


 


Section 116.                                Non-Recourse; No Personal
Liability of Officers, Directors, Employees, Limited Partners or Shareholders


 


Obligations of the Issuers
under this Indenture and the Securities hereunder are non-recourse to the
Operating Partnership and its Affiliates (other than the Issuers and the
General Partner), and are payable only out of the cash flow and assets of the
Issuers and the General Partner.  The
Trustee agrees, and each Holder of a Security by its acceptance thereof will be
deemed to have agreed, in this Indenture that the Operating Partnership and its
Affiliates (other than the Issuers and the General Partner) shall not be liable
for any of the obligations of the Issuers under this Indenture or such
Securities.


 


No limited partner of the
Partnership or director, officer, employee, incorporator or stockholder of the
General Partner or Finance Corp., as such, will have any liability for any
obligations of the Issuers under this Indenture or the Securities or any claim
based on, in respect of or by reason of, such obligations.  Each Holder of a Security, by its acceptance
thereof, waives and releases all such liability.  The waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the
Commission that such waiver is against public policy.


 


The agreements set forth in
this Section are part of the consideration for the issuance of the
Securities.


 


13
















 


Section 117.                                U.S.A. Patriot Act


 


The parties hereto
acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act,
the Trustee, like all financial institutions and in order to help fight the
funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes
a relationship or opens an account with the Trustee.  The parties to this Indenture agree that they
will provide the Trustee with such information as it may request in order for
the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


ARTICLE II



SECURITY FORMS


 


Section 201.           Forms Generally


 


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


 


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


 


Section 202.           Form of Face of Security.


 


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


 


[If a Global
Security,—insert legend required by Section 204 of the Indenture] [If
applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS


 


14

















 


REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


 


FERRELLGAS PARTNERS, L.P.

FERRELLGAS PARTNERS FINANCE CORP.


 


[TITLE OF SECURITY]


 


	
  NO.

  	
  U.S.$ 

  



 


[CUSIP
No.                   ]


 


FERRELLGAS PARTNERS, L.P., a
Delaware limited partnership (herein called the “Partnership”, which term
includes any successor person under the Indenture hereinafter referred to), and
FERRELLGAS PARTNERS FINANCE CORP., a Delaware corporation (herein called
“Finance Corp.”, which term includes any successor Person under the Indenture,
and, together with the Partnership, herein called the “Issuers”), for value
received, hereby promises to pay to
                       ,  or registered assigns, the principal sum
of 
                        
United States Dollars [state other currency] on
                      
[if the Security is to bear interest prior to Maturity, insert—, and to pay
interest thereon from
               ,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on
                
and
                   
in each year, commencing
              ,
at the rate of       % per annum, until the
principal hereof is paid or made available for payment [if applicable, insert—,
and at the rate of       % per annum on any
overdue principal and premium and on any overdue installment of interest].  [If applicable, insert — The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial
period shall be computed on the basis of a 360-day year of twelve 30-day months
and the days elapsed in any partial month. 
In the event that any date on which interest is payable on this Security
is not a Business Day, then a payment of the interest payable on such date will
be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay) with the same force and
effect as if made on the date the payment was originally payable.  A “Business Day” shall mean, when used with
respect to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law, executive order or regulation to
close.]  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
                      
or                     
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the 


 


15

















 


Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or
traded, and upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in the Indenture].


 


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


 


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


 


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


 


16

















 


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


 


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


 


IN WITNESS WHEREOF, the
Issuers have caused this instrument to be duly executed.


 


Dated:


 


	
   

  	
  FERRELLGAS
  PARTNERS, L.P.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ferrellgas, Inc.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FERRELLGAS
  PARTNERS FINANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Section 203.           Form of Reverse of Security


 


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


 


17

















 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than 10 nor
more than 60 days’ notice by mail, [if applicable, insert—(1) on
         in any year commencing with
the year         and ending with the year
         through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert—on or after
           ,        ],
as a whole or in part, at the election of the Issuers, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert—on or before
              ,
         %, and if redeemed]
during the 12-month period beginning
                      
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


[If applicable, insert—The
Securities of this series are subject to redemption upon not less than 10 nor
more than 60 days’ notice by mail, (1) on
                   
in any year commencing with the year        and
ending with the year         through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time
[if applicable, insert—on or after
                ],
as a whole or in part, at the election of the Issuers, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning
                
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price for

  Redemption Through

  Operation of the Sinking Fund

  	
   

  	
  Redemption Price for

  Redemption Otherwise

  Than Through Operation

  of the Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


18

















 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall, without
the consent of the Holder, alter or impair the obligation of the Issuers, which
is absolute and unconditional, to pay the principal of and [any premium and]
interest on this Security at the times, place(s) and rate, and in the coin
or currency, herein prescribed, except for Section 115 of the Indenture
(which limits interest to the maximum amount permissible by law), the
provisions of which are incorporated herein by reference.


 


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


 


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


 


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


 


The Securities of this
series are issuable only in registered form without coupons in denominations of
U.S.$  [state other currency] and any
integral multiple thereof.  As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are 


 


20

















 


exchangeable
for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.


 


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


 


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


 


Obligations of the Issuers
under this Indenture and the Securities hereunder are non-recourse to the
Operating Partnership and its Affiliates (other than the Issuers and the
General Partner), and are payable only out of the cash flow and assets of the
Issuers and the General Partner.  The
Trustee has agreed, and each Holder of a Security by its acceptance hereof will
be deemed to have agreed, in the Indenture that the Operating Partnership and
its Affiliates (other than the Issuers and the General Partner) shall not be
liable for any of the obligations of the Issuers under the Indenture or such
Securities, including this Security.  No
limited partner of the Partnership or director, officer, employee, incorporator
or stockholder of the General Partner or Finance Corp., as such, will have any
liability for any obligations of the Issuers under the Indenture or such
Securities, including this Security or any claim based on, in respect of or by
reason of, such obligations.  Each Holder
of a Security, including this Security, by its acceptance thereof, waives and
releases all such liability.


 


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


 


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


 


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


 


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


 


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


 


Please
Insert Social Security or


Other
Identifying Number of Assignee:


 


21

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  
						



(Participant in a Recognized Signature


Guaranty Medallion Program)


 


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


 


Section 204.           Global Securities


 


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


 


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


 


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


 


The provisions of the last
sentence of Section 303 shall apply to any Security represented by a
Global Security if such Security was never issued and sold by the Issuers and
the Issuers 


 


22

















 


deliver
to the Trustee the Global Security together with an Issuer Order (which need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction or increase, as the case may be, in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.


 


Section 205.           Form of Trustee’s Certificate and
Authorization


 


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


 


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


 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  As
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


ARTICLE III



THE SECURITIES


 


Section 301.           Amount Unlimited; Issuable in Series


 


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


 


The Securities may be issued
in one or more series.  There shall be
established in or pursuant to a Board Resolution (and, subject to Section 303,
to the extent established pursuant to rather than set forth in a Board
Resolution, in an Officers’ Certificate or Issuer Order setting forth, or
determining the manner of, such establishment) or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24
















 


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


 


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


 


(15)         if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502
or provable in bankruptcy pursuant to Section 504 or the method of
determination thereof;


 


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


 


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


 


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


 


(19)         if the amount of payments of principal of or any
premium or interest on any Securities of the series may be determined with
reference to an index, including, but not limited to an index based on a
currency or currencies other than that in which the Securities of that series
are payable, or any other type of index, the manner in which such amounts shall
be determined;


 


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


 


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


 


(22)         whether the Securities will be guaranteed by any
Person;


 


25

















 


(23)         any terms relating to the pledge or mortgage of any
assets as security for the payment of obligations under the Securities;


 


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


 


(25)         any other terms of the Securities of the series (which
terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 901(4)).


 


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 or Officers’
Certificate referred to above or in any such indenture supplemental hereto.


 


Any such Board Resolution or
Officers’ Certificate referred to above with respect to Securities of any
series filed with the Trustee on or before the initial issuance of the
Securities of such series shall be incorporated herein by reference with
respect to Securities of such series and shall thereafter be deemed to be a
part of the Indenture for all purposes relating to Securities of such series as
fully as if such Board Resolution or Officers’ Certificate were set forth
herein in full.


 


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


 


If any of the terms of the
series are established by or pursuant to a Board Resolution, a copy of such
Board Resolution shall be certified by an authorized officer or other
authorized person of the Issuers and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate setting forth, or providing the
manner for determining, the terms of the series.


 


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


 


Section 302.           Denominations


 


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


 


Section 303.           Execution, Authentication, Delivery and Dating


 


The Securities shall be
executed on behalf of each Issuer by an Officer thereof who is the Chairman of
the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer, 


 


26

















 


President
or any Vice President and need not be attested. 
The signature of any of these Officers on the Securities may be manual
or facsimile.


 


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


 


At any time and from time to
time after the execution and delivery of this Indenture, the Issuers may
deliver Securities of any series executed by the Issuers to the Trustee for
authentication, together with an Issuer Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Issuer
Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic
Offering, the Trustee shall authenticate and deliver such Securities from time
to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Issuers or its duly authorized agents, thereafter promptly confirmed in
writing) acceptable to the Trustee as may be specified by or pursuant to an
Issuer Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. 
If the form or terms of the Securities of the series have been established
in or pursuant to one or more Board Resolutions as permitted by Sections 201
and 301, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, in addition to any Officers’ Certificate
and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102,
and (subject to Section 601) shall be fully protected in conclusively
relying upon, an Opinion of Counsel stating,


 


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


 


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


 


(3)           that such Securities, when authenticated and delivered
by the Trustee and issued by the Issuers in the manner and subject to any
conditions specified in such Opinion of Counsel, which conditions are reasonably
acceptable to the Trustee, will constitute valid and legally binding
obligations of the Issuers enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles and entitled to the benefits of this
Indenture, equally and ratably with all other Securities, if any, of such
series Outstanding; and


 


27

















 


(4)           such other matters as the Trustee may reasonably
request;


 


and, if the authentication
and delivery relates to a new series of Securities created by an indenture
supplemental hereto, also stating that all conditions precedent to the execution
of the supplemental indenture with respect to that series of Securities have
been complied with, the Issuers have the power to execute and deliver any such
supplemental indenture and have taken all necessary action for those purposes
and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Issuers enforceable
in accordance with its terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, fraudulent conveyance,
moratorium or other laws and legal principles affecting creditors’ rights
generally from time to time in effect and to general equitable principles,
whether applied in an action at law or in equity).


 


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


 


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


 


With respect to Securities
of a series not to be originally issued at one time, the Trustee may rely upon
the Opinion of Counsel and the other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, in connection with
the first authentication of Securities of such series and any subsequent request
by the Issuers to the Trustee to authenticate Securities of such series upon
original issuance shall constitute a representation and warranty by the Issuers
that as of the date of such request, the statements made in the Officers’
Certificate shall be true and correct as if made on such date.


 


Each Security shall be dated
the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual
signature of an authorized signatory, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder and is entitled to the benefits
of this Indenture.  Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Issuers, and the Issuers shall
deliver such Security to the Trustee for cancellation as provided in Section 309,
for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


28

















 


Section 304.           Temporary Securities


 


Pending the preparation of
Definitive Securities of any series, the Issuers may execute, and upon receipt
of the documents required by Section 303, together with an Issuer Order,
the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the Definitive
Securities of like series in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


If temporary Securities of
any series are issued, the Issuers will cause Definitive Securities of that
series to be prepared without unreasonable delay.  After the preparation of Definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for Definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Issuers
maintained pursuant to Section 1002 for the purpose of exchanges of
Securities of such series, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities of any series the Issuers shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
Definitive Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor. 
Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Securities of such series and tenor.


 


Section 305.           Registration, Registration of Transfer and Exchange


 


The
Issuers shall cause to be kept at an office or agency of the Security Registrar
in The City of New York a register (the register maintained in such office or
in any other office or agency of the Issuers in a Place of Payment being herein
sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Issuers shall provide for the registration of Securities and
of transfers of Securities.  The Issuers
shall, prior to the issuance of any Securities hereunder, appoint the Trustee
as the initial “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided and its Corporate Trust Office as the initial office or agency in The
City of New York where the Security Register will be maintained.  The Issuers may at any time replace such
Security Registrar, change such office or agency or act as its own Security
Registrar.  The Issuers will give prompt
written notice to the Trustee of any change of the Security Registrar or of the
location of such office or agency.  At
all reasonable times the Security Register shall be available for inspection by
the Trustee.


 


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


 


At the option of the Holder,
Securities of any series (except a Global Security) may be exchanged for other
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be
exchanged at such 


 


29

















 


office
or agency.  Whenever any Securities are
so surrendered for exchange, the Issuers shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.


 


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


 


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


 


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


 


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


 


Notwithstanding any other
provision in this Indenture and except as otherwise specified as contemplated
by Section 301, no Global Security may be transferred to, or registered or
exchanged for Securities registered in the name of, any Person other than the
Depositary for such Global Security or any nominee thereof, and no such
transfer may be registered, except as provided in this paragraph.  Every Security authenticated and delivered
upon registration or transfer of, or in exchange for or in lieu of, a Global
Security shall be a Global Security, except as provided in this paragraph.  If (1) (A) the Depositary for a
Global Security notifies the Issuers that it is unwilling or unable to continue
as Depositary for such Global Security or ceases to be a clearing agency
registered under the Exchange Act, and (B) a successor Depositary is not
appointed by the Issuers within 120 days, (2) an Event of Default has
occurred and is continuing with respect to the Securities of such series and
the Security Registrar has received a request from the Depositary to issue
certificated securities in lieu of all or a portion of the Global Securities of
such series (in which case the Issuers shall deliver certificated securities
within 30 days of such request) or (3) the Issuers determines in its sole
discretion that Securities of a series issued in global form shall no longer be
represented by a Global Security, then such Global Security may be exchanged by
such Depositary for Definitive Securities of the same series, of any authorized
denomination and of a like aggregate principal amount and tenor, registered in
the names of, and the transfer of such Global Security or portion thereof may
be registered to, such Persons as such Depositary shall direct.


 


30

















 


Section 306.           Mutilated, Destroyed, Lost and Stolen Securities


 


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


 


If there shall be delivered
to the Issuers and the Trustee (1) evidence to their satisfaction of the
destruction, loss or theft of any Security and (2) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Issuers or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Issuers shall execute and upon the receipt of an Issuer Order the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously Outstanding.  If, after the delivery of such new Security,
a bona fide purchaser of the original Security in lieu of which such new
Security was issued presents for payment or registration such original
Security, the Trustee shall be entitled to recover such new Security from the
party to whom it was delivered or any party taking therefrom, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred
by the Issuers and the Trustee in connection therewith.


 


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


 


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


 


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


 


Section 307.           Payment of Interest; Interest Rights Preserved


 


Except as otherwise provided
as contemplated by Section 301 with respect to any series of Securities,
interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one 


 


31

















 


or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.


 


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


 


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


 


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


 


Subject to the foregoing
provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security, shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.


 


For each series of
Securities, the Issuers shall, prior to 10:30 a.m. (New York City time) on
each payment date for principal and premium, if any, and interest, if any,
deposit with the 


 


32

















 


Trustee
money in immediately available funds sufficient to make cash payments due on
the applicable payment date.


 


Section 308.           Persons Deemed Owners


 


Except as otherwise provided
as contemplated by Section 301 with respect to any series of Securities,
prior to due presentment of a Security for registration of transfer, the
Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Sections 305 and 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and neither
the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be
affected by notice to the contrary.


 


No holder of any beneficial
interest in any Global Security held on its behalf by a Depositary shall have
any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Issuers, the Trustee and any agent of the
Issuers or the Trustee as the owner of such Global Security for all purposes
whatsoever.  None of the Issuers, the
Trustee nor any agent of the Issuers or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


Section 309.           Cancellation


 


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


 


Section 310.           Computation of Interest


 


Except as otherwise
specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months and interest on the Securities of each series for
any partial period shall be computed on the basis of a 360-day year of twelve
30-day months and the number of days elapsed in any partial month.


 


33

















 


Section 311.           CUSIP Numbers


 


The Issuers in issuing the
Securities may use “CUSIP” numbers (in addition to the other identification
numbers printed on the Securities), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders.  The Issuers will promptly notify the Trustee
in writing of any change in the “CUSIP” numbers.


 


ARTICLE IV



SATISFACTION AND DISCHARGE


 


Section 401.           Satisfaction and Discharge of Indenture


 


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


 


(1)           either


 


(A)          all such Securities theretofore authenticated and
delivered (other than (i) such Securities which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 306,
and (ii) such Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuers and
thereafter repaid to the Issuers or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 


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


 


(i)            have become due and payable,


 


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


 


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


 


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


 


34
















 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture with respect to Securities of any
series, (i) the obligations of the Issuers to the Trustee under Section 607
and the right of the Trustee to resign under Section 610 shall survive,
and (ii) if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the
Issuers and/or the Trustee under Sections 402, 606, 701 and 1002 and the last
paragraph of Section 1003 shall survive.


 


Section 402.           Application of Trust Money


 


Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuers
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.


 


ARTICLE V



REMEDIES


 


Section 501.           Events of Default


 


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


 


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


 


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


 


(3)           default in the performance, or breach, of any term,
covenant or warranty of the Issuers in this Indenture (other than a term,
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities
other than that series), and continuance of such default or breach for a period
of 45 days after there has been given, by registered or certified mail, to the
Issuers by the Trustee or to the Issuers and the 


 


35

















 


Trustee by Holders of at
least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


(4)           either of the Issuers pursuant to or within the
meaning of any Bankruptcy Law (A) commences a voluntary case, (B) consents
to the entry of any order for relief against it in an involuntary case, (C) consents
to the appointment of a Custodian of it or for all or substantially all of its
property, or (D) makes a general assignment for the benefit of its
creditors; or


 


(5)           a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (A) is for relief against either of
the Issuers in an involuntary case, (B) appoints a Custodian of either of
the Issuers or for all or substantially all of its property, or (C) orders
the liquidation of either of the Issuers; and the order or decree remains
unstayed and in effect for 60 days; or


 


(6)           any other Event of Default provided as contemplated by
Section 301 with respect to Securities of that series.


 


Section 502.           Acceleration of Maturity; Rescission and Annulment


 


If an Event of Default
specified in Clause (4) or (5) of Section 501 occurs, the
principal amount of all outstanding Securities shall become due an payable
immediately without further action or notice. 
If an Event of Default (other than an Event of Default specified in
Clause (4) or (5) of Section 501) with respect to Securities of
any series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of (or,
if any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Issuers (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.


 


At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article provided,
Holders of a majority in principal amount of the Outstanding Securities of that
series, by written notice to the Issuers and the Trustee, may rescind and annul
such declaration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
Securities of that series (except nonpayment of principal, interest or premium
of Securities of that series that has become due solely because of the
acceleration) have been cured or waived as provided in Section 513.


 


No such rescission shall
affect any subsequent Default or impair any right consequent thereon.


 


36

















 


Section 503.           Collection of Indebtedness and Suits for
Enforcement by Trustee


 


The Issuers covenant that if


 


(1)           default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days, or


 


(2)           default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,


 


the Issuers will, upon
demand of the Trustee, pay to it, for the benefit of Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


 


If the Issuers fail to pay
such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Issuers, or any
other obligor upon such Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Issuers,
or any other obligor upon such Securities, wherever situated.


 


If an Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.


 


Section 504.           Trustee May File Proofs of Claim


 


In case of any judicial
proceeding relative to the Issuers, or any other obligor upon the Securities,
their property or their creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of Holders and
the Trustee allowed in any such proceeding. 
In particular, the Trustee shall be authorized to collect and receive
any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.


 


37

















 


No provision of this
Indenture shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


Section 505.           Trustee May Enforce Claims Without Possession
of Securities


 


All rights of action and
claims under this Indenture or the Securities may be prosecuted and enforced by
the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of Holders of the Securities
in respect of which such judgment has been recovered.


 


Section 506.           Application of Money Collected


 


Any money or property
collected or to be applied by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money or property on account of
principal or any premium or interest, upon presentation of the Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
under Section 607;


 


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


 


THIRD:  The balance, if any, to the Issuers.


 


Section 507.           Limitation on Suits


 


No Holder of any Security of
any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture or a Security, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


(2)           Holders of not less than 25% in principal amount of
the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;


 


38

















 


(3)           such Holder or Holders have offered and, if requested,
provided to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;


 


(4)           the Trustee for 60 days after its receipt of such
notice, request and offer and, if requested, provision of security or indemnity
has failed to institute any such proceeding; and


 


(5)           no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by Holders of a
majority in principal amount of the Outstanding Securities of that series;


 


it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.


 


Section 508.           Unconditional Right of Holders to Receive
Principal, Premium and Interest


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
any premium and (subject to Sections 305 and 307) interest on such Security on
the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


Section 509.           Restoration of Rights and Remedies


 


If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
in every such case, subject to any determination in such proceeding, the
Issuers, the Trustee and Holders shall be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Trustee and Holders shall continue as though no such proceeding had been
instituted.


 


Section 510.           Rights and Remedies Cumulative


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


39

















 


Section 511.           Delay or Omission Not Waiver


 


No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or constitute
a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


Section 512.           Control by Holders


 


Subject to the provisions of
Section 603, Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided, however,
that the Trustee may refuse to follow any direction that conflicts with law or
this Indenture that Trustee determines may be unduly prejudicial to the rights
of other Holders of Securities or that may subject the Trustee to personal
liability.


 


Section 513.           Waiver of Past Defaults


 


Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series may on
behalf of Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except


 


(1)           a continuing default in the payment of the principal
of or any premium or interest on any Security of such series, or


 


(2)           a default in respect of a covenant or provision hereof
which under Article IX cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


 


Upon any such waiver, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


Section 514.           Undertaking for Costs


 


In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided, however, that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Trustee, in any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities
of any series to which the suit relates, or in any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Security on or after the 


 


40

















 


respective
Stated Maturity expressed by such Security (or, in the case of redemption or
repayment, on or after the Redemption Date).


 


ARTICLE VI



THE TRUSTEE


 


Section 601.           Certain Duties and Responsibilities


 


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


 


(1)           the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture with respect to the
Securities of such series, and no implied covenants or obligations shall read
into this Indenture against the Trustee; and


 


(2)           in the absence of bad faith on its part, the Trustee
may, with respect to Securities of such series, 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 conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall 
be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture.


 


(b)           In case an Event of Default with respect to any series
of Securities has occurred and is continuing, the Trustee shall exercise with
respect to the Securities of such series such rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent Person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


(c)           No provisions of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that


 


(1)           this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section;


 


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


 


(3)           the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders or a majority in principal amount of the Outstanding
Securities of any series relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and


 


41

















 


(4)           no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


(d)           Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.


 


Section 602.           Notice of Defaults


 


If a Default occurs and is
continuing with respect to the Securities of any series, the Trustee shall,
within 90 days after it occurs, transmit, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act, notice of all
uncured or unwaived Defaults known to it; provided, however,
that, except in the case of a Default in payment on the Securities of any
series, the Trustee shall be protected in withholding the notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or responsible officers of the Trustee determine in good faith that
withholding such notice is in the interests of Holders of Securities of such
series; provided, further, however, that, in the
case of any default or breach of the character specified in Section 501(3) with
respect to the Securities of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof.


 


Section 603.           Certain Rights of Trustee


 


Subject to the provisions of
Section 601:


 


(1)           the Trustee may conclusively rely on and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(2)           any request, direction, order or demand of the Issuers
mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer
Order (or in the case of a Periodic Offering, as agreed in procedures set forth
in an Issuer Order pursuant to Section 303) and any resolution of the
Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)           whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers’ Certificate;


 


(4)           the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;


 


42

















 


(5)           the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


 


(6)           the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may, without obligation to do so,
make such further inquiry or investigation into such facts or matters as it may
see fit; and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuers, personally or by agent or attorney;


 


(7)           the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by
it hereunder;


 


(8)           the Trustee may request that the Issuers 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;


 


(9)           in no event shall the Trustee be responsible or liable
for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action;


 


(10)         the Trustee shall not be deemed to 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 is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;


 


(11)         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; and


 


(12)         the Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.


 


Section 604.           Not Responsible for Recitals or Issuance of
Securities


 


The recitals contained
herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Issuers, and the
Trustee or any 


 


43

















 


Authenticating
Agent assumes no responsibility for their correctness.  Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this
Indenture or of the Securities.  Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuers of Securities or the proceeds thereof.


 


Section 605.           May Hold Securities


 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Issuers, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Issuers with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.


 


Section 606.           Money Held in Trust


 


Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Issuers.


 


Section 607.           Compensation and Reimbursement


 


The Issuers agree:


 


(1)           to pay to the Trustee from time to time such
compensation as agreed to among the parties in writing for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


 


(2)           to reimburse the Trustee upon its request for all
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the compensation and
the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or
willful misconduct; and


 


(3)           to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.


 


The obligations of the
Issuers under this Section to compensate the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the termination of this
Indenture.


 


Without limiting any rights
available to the Trustee under applicable law, when the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 501(4) or
Section 501(5), the expenses (including the reasonable charges and
expenses 


 


44

















 


of
its counsel) and the compensation for such services are intended to constitute
expenses of administration under any applicable Bankruptcy Law.


 


The provisions of this Section shall
survive the satisfaction and discharge of this Indenture and the defeasance of
the Securities.


 


Section 608.           Disqualification; Conflicting Interests


 


If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture.


 


Section 609.           Corporate Trustee Required; Eligibility


 


There shall at all times be
one or more Trustees hereunder with respect to the Securities of each series,
at least one of which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus required by
the Trust Indenture Act.  If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of a supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


Section 610.           Resignation and Removal; Appointment of Successor


 


No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 611.


 


The Trustee may resign at any
time with respect to the Securities of one or more series by giving written
notice thereof to the Issuers.  If the
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee, at the expense of the
Issuers, may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Issuers. 
If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee, at the expense of the Issuers, may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


The Issuers may remove the
Trustee if:


 


(1)           the Trustee fails to comply
with Section 608 or 609 hereof;


 


45
















 


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


 


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


 


(4)           the Trustee becomes incapable
of acting.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, with respect to the Securities of one or more
series, the Issuers, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Issuers and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Issuers.


 


If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Issuers or Holders and accepted appointment in the manner required by Section 611
within 60 days after the retiring Trustee resigns or is removed, the Holders of
at least 10% in principal amount of the Outstanding Securities of such series
may petition, at the expense of the Issuers, any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee, after
written request by any Holder who has been a bona fide Holder of a Security of
such series for at least six months, fails to comply with Section 608 or
609, such Holder may, on behalf of himself and all others similarly situated,
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.


 


The Issuers shall give
notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series to all Holders of Securities of such
series in the manner provided in Section 106.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


Section 611.           Acceptance of Appointment by Successor


 


(1)           In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Issuers and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Issuers or the 


 


46

















 


successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder.


 


(2)           In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Issuers, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (A) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (B) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (C) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, but, on request of
the Issuers, or any successor Trustee, such retiring Trustee shall, upon
payment of its charges, duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.


 


(3)           Upon request of any such successor Trustee, the
Issuers shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (1) or (2) of this Section, as the
case may be.


 


(4)           No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


Section 612.           Merger, Conversion, Consolidation or Succession to
Business


 


Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.  In case any
Securities shall have 


 


47

















 


been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


 


Section 613.           Preferential Collection of Claims Against Issuers


 


If and when the Trustee
shall be or become a creditor of an Issuer
or any other obligor upon the Securities, the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against such Issuer or any such
other obligor.


 


Section 614.           Appointment of Authenticating Agent


 


The Trustee (upon notice to
the Issuers) may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue (in accordance with
procedures acceptable to the Trustee) and upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Issuers and shall at all times be a
Person organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any Person into which an
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
Person succeeding to all or substantially all of the corporate agency or
corporate trust business of such Authenticating 
Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Issuers.  The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the 


 


48

















 


Issuers.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Issuers. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent.  No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.


 


The Issuers agree to pay to
each Authenticating Agent from time to time reasonable compensation for its
services under this Section.


 


If an appointment with
respect to one or more series is made pursuant to this Section, the Securities
of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in
the following form:


 


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


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signatory

  
					



 


 


Section 615.           Force Majeure.


 


In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


49

















 


ARTICLE VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS


 


Section 701.           Issuers to Furnish Trustee Names and Addresses of
Holders


 


The Issuers will furnish or cause to be furnished to the Trustee


 


(1)           semi-annually, not later than each Interest Payment
Date in each year, a list for each series of Securities, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities of such series as of the preceding Regular Record Date, and


 


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


 


provided,
however, that if and so long as the Trustee shall be the Security Registrar
for Securities of a series, no such list need be furnished with respect to such
series of Securities.


 


Section 702.           Preservation of Information; Communications to
Holder.


 


The Trustee shall comply
with the obligations imposed upon it pursuant to Section 312 of the Trust
Indenture Act.


 


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


 


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


 


Section 703.           Reports by Trustee


 


As promptly as practicable
after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the
Trustee shall mail to each Holder a brief report dated as of May 15 that
complies with Trust Indenture Act Section 313(a). The Trustee also shall
comply with Trust Indenture Act Section 313(b).  Prior to delivery to the Holders, the Trustee
shall deliver to the Issuers a
copy of any report it delivers to Holders pursuant to this Section 703.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange upon which any Securities are listed, with the
Commission and with the Issuers.  The Issuers
will notify the Trustee when any Securities are listed on any stock
exchange.


 


50

















 


Section 704.           Reports by Issuers


 


The Issuers shall:


 


(1)           file with the Trustee, within 15 days after the Issuers is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations
prescribe) which the Issuers may
be required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act;


 


(2)           file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Issuers with
the conditions and covenants of this Indenture as may be required from time to
time by such rules and regulations; and


 


(3)           transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Issuers
pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.


 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including each Issuer’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). 
The Trustee shall have no responsibility or liability for the accuracy,
timeliness of filing of any report with the Commission, or otherwise.


 


ARTICLE VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 801.           Issuers May Consolidate, Etc., Only on Certain
Terms


 


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


 


(1)           the Partnership is the surviving entity or the entity
formed by or surviving the transaction, if other than the Partnership, or the
entity to which the sale was made is a corporation or partnership organized or
existing under the laws of the United States, any state thereof or the District
of Columbia;


 


(2)           the entity formed by or surviving the transaction, if
other than the Partnership, or the entity to which the sale was made assumes
all the obligations of the Partnership in accordance with a supplemental
indenture in a form reasonably satisfactory to the Trustee, under the
Securities and this Indenture;


 


51

















 


(3)           immediately after the transaction, no Default or Event
of Default exists; and


 


(4)           with respect to any series of Securities then
Outstanding, at the time of the transaction and after giving pro forma effect
to it as if the transaction had occurred at the beginning of the applicable
four-quarter period, the Partnership or such other entity or survivor is
permitted to incur at least $1.00 of additional Indebtedness (as such term may
be defined with respect to such series of Securities) under each covenant, if
any, applicable to any series of Outstanding Securities that restricts the ability
of the Partnership to incur Indebtedness.


 


Finance Corp. shall not
consolidate or merge with or into, or sell, assign, transfer, lease convey or
otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to, any Person, except under conditions
similar to those described in the paragraph above.


 


Section 802.           Successor Substituted


 


Upon any consolidation of an
Issuer with, or merger of an Issuer into, any other Person or any sale,
transfer or lease of the properties and assets of an Issuer as, or
substantially as, an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which such Issuer is
merged or to which such sale, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of, such Issuer
under this Indenture with the same effect as if such successor Person had been
named originally as such Issuer herein or therein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


 


ARTICLE IX



SUPPLEMENTAL INDENTURES


 


Section 901.           Supplemental Indentures Without Consent of Holders


 


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


 


(1)           to secure any of such Securities or to allow any
guarantor to guarantee Securities of any series;


 


(2)           to evidence the succession of another Person to
the Issuers under this
Indenture and the Securities and the assumption by such successor Person of the
obligations of the Issuers hereunder;


 


(3)           to add covenants and Events of Default for the
benefit of the Holders of all or any series of such Securities or to surrender
any right or power conferred by this Indenture upon the Issuers or to make any change that does not adversely affect the
legal rights hereunder of any Holder in any material respect;


 


52

















 


(4)           to add to, change or eliminate any of the
provisions of this Indenture, provided that
any such addition, change or elimination shall become effective only after
there are no such Securities of any series entitled to the benefit of such
provision outstanding;


 


(5)           to establish the forms or terms of the Securities
of any series issued hereunder;


 


(6)           to cure any ambiguity or correct any defect or inconsistency
in this Indenture;


 


(7)           to evidence the acceptance of appointment by a
successor Trustee with respect to one or more series of Securities or
otherwise;


 


(8)           to comply with requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the Trust
Indenture Act;


 


(9)           to provide for uncertificated securities in addition
to certificated securities;


 


(10)         to supplement any provisions of this Indenture
necessary to permit or facilitate the defeasance and discharge of any series of
Securities, provided that such action does not
adversely affect the interests of the Holders of Securities of such series or
any other series;  and


 


(11)         to comply with the rules or regulations of
any securities exchange or automated quotation system on which any of the
Securities may be listed or traded.


 


Section 902.           Supplemental Indentures with Consent of Holders


 


With the consent of the
Holders of not less than a majority in aggregate principal amount of all
Outstanding Securities affected by such supplemental indenture (voting as one
class), the Issuers and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture, or modifying in any manner the rights
of Holders of Securities of such series under this Indenture (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for the Securities); provided that
the Issuers and the Trustee may
not, without the consent of the Holder of each Outstanding Security affected
thereby,


 


(1)           change the Stated Maturity of the principal of, or any
installment of principal of or interest, if any, on, any Security, or reduce
the principal amount thereof or premium, if any, on or the rate of interest
thereon or alter the method of computation of interest;


 


(2)           reduce the percentage in principal amount of
Securities required for any such supplemental indenture or for any waiver
provided for in this Indenture;


 


(3)           change the Issuers’
obligation to maintain an office or agency for payment of Securities and the
other matters specified herein;


 


53

















 


(4)           impair the right to institute suit for the enforcement
of any payment of principal of, premium, if any, or interest on, any Security;


 


(5)           modify any of the provisions of this Indenture
relating to the execution of supplemental indentures with the consent of
Holders of Securities which are discussed in this Section or modify any
provisions relating to the waiver by Holders of Securities of past defaults and
covenants, except to increase any required percentage or to provide that other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; or


 


(6)           make any Security payable in money other than that
stated in the Security.


 


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


 


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


 


Section 903.           Execution of Supplemental Indentures


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall receive, and (subject to Section 601) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee shall enter into
any supplemental indenture which does not adversely affect the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.  The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which adversely affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 904.           Effect of Supplemental Indentures


 


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


 


Section 905.           Conformity with Trust Indenture Act


 


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


 


54
















 


Section 906.           Reference in Securities to Supplemental Indentures


 


Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Issuers shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Issuers, to any
such supplemental indenture may be prepared and executed by the Issuers and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such
series.  Failure to make a notation or
issue a new Security shall not affect the validity and effect of any amendment,
supplement or waiver.


 


ARTICLE X



COVENANTS


 


Section 1001.         Payment of Principal, Premium and Interest


 


The Issuers covenant and agree for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.


 


Section 1002.         Maintenance of Office or Agency


 


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


 


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


 


Except as otherwise
specified with respect to a series of Securities as contemplated by Section 301,
the Issuers hereby initially
designate as the Place of Payment for each series of Securities The City of New
York, and initially appoint the Trustee as Paying Agent at its Corporate Trust
Office as the Issuers’ office
or agency for each such purpose in such city.


 


55

















 


Section 1003.         Money for Securities Payments to Be Held in Trust


 


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


 


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


 


The Issuers will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) hold all
sums held by it for the payment of the principal of (and premium, if any) or
interest, if any, on Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided; (2) give the Trustee notice of
any default by the Issuers (or
any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest, if any, on the
Securities of that series; and (3) during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.


 


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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Issuers, in trust for the
payment of the principal of or any premium or interest on any Security of any
series and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Issuers on their
request or (if then held by the Issuers) will be discharged from such trust;
and the Holder of such Security shall thereafter be permitted to look only to
the Issuers for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall
thereupon cease.


 


Section 1004.         Statement by Officers as to Default


 


The Issuers will deliver to the Trustee, within 90 days after the
end of each fiscal year of the Issuers
ending after the date hereof, an Officers’ Certificate, stating whether
or not to the best 


 


56

















 


knowledge
of the signer or signers thereof the Issuers
are in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Issuers shall be in default,
specifying all such defaults and the nature and status thereof of which they
may have knowledge.


 


Section 1005.         Existence


 


Subject to Article VIII,
the Issuers will do or cause to
be done all things necessary to preserve and keep in full force and effect
their existence, rights (charter and statutory) and franchises; provided, however, that the Issuers shall not be required to preserve any such right or
franchise if the Board of Directors of the applicable Issuer shall determine
that the preservation thereof is no longer desirable in the conduct of its business.


 


Section 1006.         Waiver of Certain Covenants


 


The Issuers may omit in any particular instance to comply with any
term, provision or condition set forth in Section 1005 with respect to the
Securities of any series if before the time for such compliance Holders of at
least a majority in aggregate principal amount of the Outstanding Securities of
all affected series (voting as one class) shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Issuers and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.


 


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


 


Section 1007.         Limitation on Finance Corp.


 


Finance Corp. will not incur
any Indebtedness unless:


 


(1)           the Partnership is a
co-obligor or guarantor of the Indebtedness; or


 


(2)           the net proceeds of the
Indebtedness are either lent to the Partnership, used to acquire outstanding
debt securities issued by the Partnership, or used, directly or indirectly, to
refinance or discharge Indebtedness permitted under the limitation of this Section 1007.


 


Finance Corp. will not
engage in any business not related, directly or indirectly, to obtaining money
or arranging financing for the Partnership.


 


57

















 


Section 1008.         Calculation of Original Issue Discount


 


The Issuers shall, with
respect to each series of Outstanding Securities that is issued with greater
than de minimis original issue discount (as
defined in the Internal Revenue Code of 1986, as amended from time to time),
file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on such Outstanding Securities as of
the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal Revenue
Code of 1986, as amended from time to time.


 


ARTICLE XI



REDEMPTION OF SECURITIES


 


Section 1101.         Applicability of Article


 


Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this
Article.


 


Section 1102.         Election to Redeem; Notice to Trustee


 


The election of the Issuers to redeem any Securities
shall be evidenced by a Board Resolution. 
In case of any redemption at the election of the Issuers of less than all the Securities of any series, the Issuers shall, not less than 45 nor
more than 60 days prior to the Redemption Date fixed by the Issuers (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed.  In the case of any redemption of Securities (1) prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, or (2) pursuant to an
election of the Issuers which
is subject to a condition specified in the terms of such Securities, the Issuers shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction or
condition.


 


Section 1103.         Selection by Trustee of Securities to be Redeemed


 


If less than all the Securities
of any series are to be redeemed (unless all the Securities of such series and
of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, on a pro rata basis
or by any other method which the Trustee deems fair and appropriate and which
complies with any securities exchange or other applicable requirements 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.


 


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


 


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


 


Section 1104.         Notice of Redemption


 


Notice of redemption shall
be given by first-class mail (if international mail, by air mail), postage
prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.


 


All notices of redemption
shall identify the Securities to be redeemed (including CUSIP number(s)) and
shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price,


 


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


 


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


 


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


 


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


 


(7)         that no representation is made as to the correctness
or accuracy of the CUSIP number, if any, listed in such notice or printed on
the Securities and that reliance may be placed only on the other identification
numbers printed on the Securities (and any such redemption shall not be
affected by any defect in or omission of such CUSIP numbers).


 


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


 


Section 1105.         Deposit of Redemption Price


 


On or prior to 10:30 a.m.
New York City Time on any Redemption Date, the Issuers shall deposit with the Trustee or with a Paying Agent
(or, if the Issuers are acting
as their own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to 


 


59

















 


pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.


 


Section 1106.         Securities Payable on Redemption Date


 


Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Issuers shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest.  Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Issuers at the Redemption Price,
together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


Section 1107.         Securities Redeemed in Part


 


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


 


ARTICLE XII



SINKING FUNDS


 


Section 1201.         Applicability of Article


 


The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 301 for
Securities of such series.


 


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


 


60

















 


reduction
as provided in Section 1202.  Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.


 


Section 1202.         Satisfaction of Sinking Fund Payments with Securities


 


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


 


Section 1203.         Redemption of Securities for Sinking Fund


 


Not less than 45 days prior
to each sinking fund payment date for any series of Securities (unless a
shorter period shall be satisfactory to the Trustee), the Issuers will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and stating the basis
for such credit and that such Securities have not been previously so credited,
and will also deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Issuers in
the manner provided in Section 1104. 
Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and
1107.


 


ARTICLE XIII



DEFEASANCE


 


Section 1301.         Applicability of Article


 


The provisions of this Article shall
be applicable to each series of Securities except as otherwise specified as
contemplated by Section 301 for Securities of such series.


 


Section 1302.         Legal Defeasance


 


In addition to discharge of
the Indenture pursuant to Section 401, the Issuers shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series on the 91st day after the
date of the deposit referred to in Clause (1) below, and the provisions of
this Indenture with respect to the Securities of such series shall no longer be
in effect (except as to (i) rights of registration of transfer and
exchange of Securities of such series and the Issuers’ 


 


61

















 


right
of optional redemption, if any, (ii) substitution of mutilated, destroyed,
lost or stolen Securities, (iii) rights of Holders of Securities to
receive payments of principal thereof and interest thereon, upon the original
stated due dates therefor or on the specified redemption dates therefor (but
not upon acceleration), and remaining rights of the holders to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, and the Issuers’ obligations in connection therewith (including, but not
limited to, Section 607), (v) the rights, if any, to convert or
exchange the Securities of such series, (vi) the rights of Holders of
Securities of such series as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them, (vii) the
obligations of the Issuers under
Section 1002 and (viii) the legal defeasance provisions of this Article XIII),
and the Trustee, at the expense of the Issuers,
shall, upon a Issuers Request,
execute proper instruments acknowledging the same, if the conditions set forth
below are satisfied (hereinafter, “defeasance”):


 


(1)           The Issuers
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust, for the purposes of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of Holders of the
Securities of such series (A) cash in an amount, or (B) in the case
of any series of Securities the payments on which may only be made in legal coin
or currency of the United States, U.S. Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash, or (C) a combination thereof, certified to be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay (i) the principal and interest and premium, if any, on
all Securities of such series on each date that such principal, interest or
premium, if any, is due and payable or on any Redemption Date established
pursuant to Clause (3) below, and (ii) any mandatory sinking fund
payments on the dates on which such payments are due and payable in accordance
with the terms of the Indenture and the Securities of such series;


 


(2)           The Issuers have
delivered to the Trustee an Opinion of Counsel:


 


(A)          based on the fact that (A) the Issuers have received from, or there
has been published by, the Internal Revenue Service a ruling, or (B) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and such opinion shall confirm that,
Holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance
and discharge and will be subject to federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and


 


(B)           stating that after the 91st day following the deposit the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally, and all
conditions precedent provided for or relating to the defeasance have been
complied with and confirming other matters;


 


(3)           If the Securities are to be redeemed prior to Stated
Maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall 


 


62

















 


have been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
shall have been made;


 


(4)           No Event of Default or event which with notice or
lapse of time or both would become an Event of Default shall have occurred and
be continuing on the date of such deposit or insofar as Events of Default
described in Section 501(4) or 501(5) hereof are concerned, at
any time in the period ending on the 91st day after the date of such deposit;


 


(5)           Such defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
all Securities are in default within the meaning of such Act);


 


(6)           Such defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which either of the Issuers is a party or by which it is
bound;


 


(7)           Such defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act or exempt from registration thereunder; and


 


(8)           The Issuers have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to the
defeasance contemplated by this provision have been complied with.


 


For this purpose, such
defeasance means that the Issuers,
and any other obligor upon the Securities of such series shall be deemed to
have paid and discharged the entire debt represented by the Securities of such
series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1304 and the
rights and obligations referred to in Clauses (i) through (vii),
inclusive, of the first paragraph of this Section, and to have satisfied all
its other obligations under the Securities of such series and this Indenture
insofar as the Securities of such series are concerned.


 


Section 1303.         Covenant Defeasance


 


The Issuers and any other obligor shall be released on the 91st day
after the date of the deposit referred to in Clause (1) below from its
obligations under Sections 704, 801 and 1005 with respect to the Securities of
any series on and after the date the conditions set forth below are satisfied
(hereinafter, “covenant defeasance”), and the
Securities of such series shall thereafter be deemed to be not “Outstanding” for the purposes of any
request, demand, authorization, direction, notice, waiver, consent or
declaration or other action or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
Outstanding for all other purposes hereunder. 
For this purpose, such covenant defeasance means that, with respect to
the Securities of such series, the Issuers
may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly
or indirectly by reason of any reference elsewhere herein to such Section or
by reason of any reference in such Section to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 


 


63

















 


501,
but, except as specified above, the remainder of this Indenture and the
Securities of such series shall be unaffected thereby.  The following shall be the conditions to
application of this Section 1303:


 


(1)           The Issuers have
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose of making the following payments, specifically pledged
as security for, and dedicated solely to, the benefit of Holders of the
Securities of such series, (A) cash in an amount, or (B) in the case
of any series of Securities the payments on which may only be made in legal
coin or currency of the United States, U.S. Government Obligations, maturing as
to principal and interest at such times and in such amounts as will insure the
availability of cash, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay (i) the
principal and interest and premium, if any, on all Securities of such series on
each date that such principal, interest or premium, if any, is due and payable
or on any Redemption Date established pursuant to Clause (2) below, and (ii) any
mandatory sinking fund payments on the day on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of
such series;


 


(2)           If the Securities are to be redeemed prior to Stated
Maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee shall have
been made;


 


(3)           No Event of Default or event which with notice or
lapse of time or both would become an Event of Default shall have occurred and
be continuing on the date of such deposit or insofar as Events of Default
described in Section 501(4) or 501(5) hereof are concerned, at
any time in the period ending on the 91st day after the date of such deposit;


 


(4)           The Issuers have
delivered to the Trustee an Opinion of Counsel which shall:


 


(A)          confirm that Holders of the Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and covenant defeasance and will be subject to federal
income tax on the same amount and in the same manner and at the same time as
would have been the case if such deposit and covenant defeasance had not
occurred; and


 


(B)           state that that after the 91st day following
the deposit the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, and all conditions precedent provided for or relating to the
covenant defeasance have been complied with and confirm other matters;


 


(5)           Such covenant defeasance shall not cause the Trustee
to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act);


 


64

















 


(6)           Such covenant defeasance shall not result in a breach
or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which either of the Issuers is a party or by which it is
bound;


 


(7)           Such covenant defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act or exempt from registration thereunder; and


 


(8)           The Issuers have
delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating
that all conditions precedent provided for relating to the covenant defeasance
contemplated by this provision have been complied with.


 


Section 1304.         Application by Trustee of Funds Deposited for
Payment of Securities


 


Subject to the provisions of
the last paragraph of Section 1003, all moneys or U.S. Government
Obligations deposited with the Trustee pursuant to Section 1302 or 1303
(and all funds earned on such moneys or U.S. Government Obligations) shall be
held in trust and applied by it to the payment, either directly or through any
Paying Agent (including the Issuers acting
as their own Paying Agent), to Holders of the particular Securities of such
series for the payment or redemption of which such moneys have been deposited
with the Trustee, of all sums due and to become due thereon for principal and
interest; but such money need not be segregated from other funds except to the
extent required by law.  Subject to
Sections 1302 and 1303, the Trustee shall promptly pay to the Issuers upon Issuer Order any moneys held by it at any time, which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification delivered to the Trustee, are in excess of
the amounts required to effect the defeasance with respect to the Outstanding
Securities in question.


 


Section 1305.         Repayment to Issuers


 


The Trustee and any Paying
Agent promptly shall pay or return to the Issuers upon Issuer Request any money
and U.S. Government Obligations held by them at any time that are not required
for the payment of the principal of and any interest on the Securities of any
series for which money or U.S. Government Obligations have been deposited
pursuant to Section 1302 or 1303, which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amounts required
to effect the defeasance with respect to the Outstanding Securities in
question.


 


The provisions of the last
paragraph of Section 1003 shall apply to any money held by the Trustee or
any Paying Agent under this Article that remains unclaimed for two years
after the Maturity of any series of Securities for which money or U.S.
Government Obligations have been deposited pursuant to Section 1302 or
1303.


 


Section 1306.         Reinstatement


 


If the Trustee or the Paying
Agent is unable to apply any money or U. S. Government Obligations in
accordance with this Article by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise 


 


65

















 


prohibiting
such application, the obligations of the Issuers under this Indenture and the
Securities of the applicable series shall be revived and reinstated as though
no deposit had occurred pursuant to this Indenture until such time as the
Trustee or the Paying Agent is permitted to apply all such money or U. S.
Government Obligations in accordance with this Article; provided,
however, that if the Issuers have made any payment of principal of
or interest on any Securities of such series because of the reinstatement of
its obligations, the Issuers shall be subrogated to the rights of Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or the Paying Agent.


 


66

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed in multiple
counterparts, each of which so executed shall be deemed to be an original, but
all of which shall together constitute but one and the same instrument, all as
of the day and year first above written. 
The exchange of copies of this Indenture and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture for all purposes. 
Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.


 


	
   

  	
  FERRELLGAS
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ferrellgas, Inc.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. RYAN VAN WINKLE

  
	
   

  	
  Name:

  	
  J.
  Ryan Van Winkle

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chie Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FERRELLGAS
  PARTNERS FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. RYAN VAN WINKLE

  
	
   

  	
  Name:

  	
  J.
  Ryan Van Winkle

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer & Sole Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  THOMAS E. TABOR

  
	
   

  	
  Name:

  	
  Thomas
  E. Tabor

  
	
   

  	
  Title:

  	
  Vice
  President