AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 2001
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM S-4
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERIGAS PARTNERS, L.P.
 AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
 (Exact name of registrants as specified in their charters)

             DELAWARE                                 2952                                23-2787918
             DELAWARE                                 2952                                23-2800532
             DELAWARE                                 2952                                23-3077318
(States or other jurisdictions of         (Primary Standard Industrial                 (I.R.S. Employer
  incorporation or organization)          Classification Code Numbers)             Identification Numbers)	

               AMERIGAS PARTNERS, L.P.
             AMERIGAS EAGLE FINANCE CORP.
                AP EAGLE FINANCE CORP.                                  BRENDAN P. BOVAIRD, ESQ.
                 460 NORTH GULPH ROAD                                VICE PRESIDENT GENERAL COUNSEL
         KING OF PRUSSIA, PENNSYLVANIA 19406                              460 NORTH GULPH ROAD
                    (610) 337-1000                                KING OF PRUSSIA, PENNSYLVANIA 19406
  (Name, address, including zip code, and telephone                          (610) 337-1000
number, including area code, of registrants' principal     (Name, address, including zip code, and telephone
                  executive offices)                       number, including area code, of agent for service)	

WITH COPIES TO:

MATTHEW D. BLOCH, ESQ.
DAVID G. SCHWARTZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
 (212) 310-8000
 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
                                                                 PROPOSED MAXIMUM      PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF                AMOUNT TO           OFFERING PRICE          AGGREGATE             AMOUNT OF
      SECURITIES TO BE REGISTERED           BE REGISTERED            PER UNIT           OFFERING PRICE       REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Series D 10% Senior Notes Due 2006.....      $ 60,000,000              100%              $ 60,000,000           $15,000(1)
-------------------------------------------------------------------------------------------------------------------------------
Series B 8 7/8% Senior Notes Due
  2011.................................      $200,000,000              100%              $200,000,000           $50,000(1)
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------	

(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended (the "Securities Act").
 THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL OR OFFER THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED NOVEMBER 8, 2001
PROSPECTUS
$60,000,000
AMERIGAS PARTNERS, L.P.
AMERIGAS EAGLE FINANCE CORP.
 Offer to Exchange all of the Outstanding
$60,000,000 Series C 10% Senior Notes due 2006
for
$60,000,000 Series D 10% Senior Notes due 2006
and
$200,000,000
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
 Offer to Exchange all of the Outstanding
$200,000,000 Series A 8 7/8% Senior Notes due 2011
for
$200,000,000 Series B 8 7/8% Senior Notes due 2011

We are offering to exchange each series of our outstanding notes described above for the new, registered notes described above. The terms of each series of the new notes are identical in all material respects to the terms of the series of outstanding notes to be exchanged, except for certain transfer restrictions, registration rights and additional interest payment provisions relating to the outstanding notes that will not apply to the new notes. In this document we refer to our outstanding notes as the "old notes" and our new notes as the "registered notes."
MATERIAL TERMS OF THE EXCHANGE OFFERS
- Each exchange offer expires at 5:00 p.m., New York City time, on , 2001, unless extended.
- The only conditions to completing an exchange offer are that the exchange offer not violate applicable law or applicable interpretation of the staff of the Securities and Exchange Commission and no injunction, order or decree has been issued which would prohibit, prevent or materially impair our ability to proceed with the exchange offer.
- All old notes that are validly tendered and not validly withdrawn will be exchanged.
- Tenders of old notes may be withdrawn at any time prior to the expiration of an exchange offer.
- We will not receive any cash proceeds from the exchange offers.

CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 15 OF THIS
PROSPECTUS.
 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 The date of this prospectus is , 2001

TABLE OF CONTENTS

                                        PAGE
                                        ----
PROSPECTUS SUMMARY....................    1
RISK FACTORS..........................   15
FORWARD LOOKING STATEMENTS............   22
WHERE YOU CAN FIND MORE INFORMATION...   22
INCORPORATION BY REFERENCE............   22
THE ACQUISITION.......................   23
USE OF PROCEEDS.......................   25
THE EXCHANGE OFFERS...................   26
CAPITALIZATION........................   34
SELECTED HISTORICAL FINANCIAL AND
  OTHER DATA..........................   35	

                                        PAGE
                                        ----
UNAUDITED PRO FORMA CONDENSED COMBINED
  FINANCIAL STATEMENTS................   37
BUSINESS AND PROPERTIES...............   46
MANAGEMENT............................   49
DESCRIPTION OF OTHER INDEBTEDNESS.....   52
DESCRIPTION OF THE REGISTERED NOTES...   54
CERTAIN UNITED STATES FEDERAL INCOME
  TAX CONSIDERATIONS..................   88
PLAN OF DISTRIBUTION..................   88
LEGAL MATTERS.........................   89
EXPERTS...............................   89	

i

PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements (including the accompanying notes) appearing elsewhere in, or incorporated by reference into, this prospectus. Unless the context otherwise requires:
- "AmeriGas Partners," "we," "us," "our," "ours" and "ourselves" refer to AmeriGas Partners, L.P. itself or AmeriGas Partners, L.P. and its subsidiaries on a consolidated basis which includes our operating partnership, AmeriGas Propane, L.P.;
- references to our "general partner" refer to AmeriGas Propane, Inc.;
- references to AmeriGas Propane or our "operating partnership" refer to AmeriGas Propane, L.P.;
- references to AmeriGas Eagle Propane refer to AmeriGas Eagle Propane, L.P., formerly Columbia Propane, L.P.; and
- references to "notes" refer to the old notes and the registered notes.
WHO WE ARE
We are the largest retail propane distributor in the United States. We serve approximately 1.3 million residential, commercial, industrial, agricultural and motor fuel customers from approximately 700 district locations in 46 states. Our competitive strengths are our experienced and dedicated work force, our national distribution infrastructure and our intense focus on customer satisfaction. Our operations are located primarily in the East Coast, Southeast, Mid-West, Mountain Central and West Coast regions of the United States.
We acquired Columbia Energy Group's propane distribution businesses, which we refer to as "Columbia Propane" and discuss below, on August 21, 2001. Excluding Columbia Propane, for the twelve months ended June 30, 2001, approximately 72% of total propane gallons we sold were to retail customers, while the remaining 28% were to wholesale customers. For that period, residential customers accounted for 29% of total propane gallons we sold; industrial/commercial customers, 27%; motor fuel customers, 10%; and agricultural customers, 6%. Although sales to residential customers represented only 29% of total propane gallons sold, they accounted for 50% of our total propane margin, reflecting the higher margins for this segment of the market.
Temperatures based upon heating degree days were 2.9% colder-than-normal in the twelve-month period ended June 30, 2001 compared to weather that was 13.8% warmer-than-normal in the twelve-month period ended June 30, 2000, using historical national weather statistics. Retail propane gallons sold during the twelve-month period ended June 30, 2001 increased 40.3 million gallons to 813.4 million gallons from the twelve months ended June 30, 2000. The increase is mainly due to higher residential heating, commercial and industrial gallons sold due to the colder weather and the impact of acquisitions. Total margin increased 16.1% to $566.0 million in the twelve-month period ended June 30, 2001. The increase is due to higher-than-normal average retail unit margins and greater retail volumes sold. Unit margins in the twelve months ended June 30, 2001 benefited from gains on derivative hedge instruments and favorably priced supply arrangements.
Since our initial public offering in 1995, we have made 48 acquisitions of propane operations, including Columbia Propane, for an aggregate purchase price of approximately $314 million in cash and 89,000 of our common limited partnership units. In addition, we funded $50 million of the purchase price for Columbia Propane through the sale of 2,356,953 of our common limited partnership units. We typically have an annual target to acquire propane operations with aggregate annual sales of approximately 10 million gallons of propane. In fiscal year 2000, we acquired four propane operations with aggregate annual sales of approximately 24 million gallons of propane for total consideration of approximately $56 million. In fiscal year 2002, our focus will be on integrating Columbia Propane into our operations.
1

ACQUISITION OF COLUMBIA PROPANE
On August 21, 2001, our operating partnership, AmeriGas Propane, L.P., acquired the propane distribution businesses of Columbia Energy Group for approximately $202 million in cash. These businesses were conducted through Columbia Propane Corporation and its 99% owned subsidiary, Columbia Propane, L.P. Prior to the acquisition, Columbia Propane, based in Richmond, Virginia, was the seventh largest retail propane marketer in the United States, selling approximately 308 million gallons annually from 186 locations in 29 states. For the twelve months ended June 30, 2001, approximately 79% of propane gallons Columbia Propane sold were to retail customers, while the remaining 21% were to wholesale customers. For that period, residential customers accounted for 38% of total propane gallons sold by Columbia Propane; industrial/commercial customers, 32%; motor fuel customers, 1%; and agricultural customers, 8%.
Following completion of the acquisition, Columbia Propane, L.P. changed its name to AmeriGas Eagle Propane, L.P. and Columbia Propane Corporation changed its name to AmeriGas Eagle Propane, Inc. AmeriGas Propane owns more than 99% of AmeriGas Eagle Propane and an affiliate of Triarc Companies, Inc. retains the remaining interest in AmeriGas Eagle Propane. AmeriGas Propane has become payee under a $138 million intercompany note of AmeriGas Eagle Propane. In connection with the acquisition, AmeriGas Propane assumed various restrictions relating to AmeriGas Eagle Propane and the intercompany note, including indemnification obligations for specified taxes.
We funded the purchase price for the acquisition and related fees and expenses through the net proceeds of the offering of $200 million of our 8 7/8% senior notes due 2011, the sale of common limited partnership units to Columbia Energy and capital contributions of approximately $3.1 million from our general partner. Our operating partnership used approximately $202 million to pay for the Columbia Propane acquisition, $40 million to pay down existing debt under its bank credit facilities and the remainder to pay fees and expenses of the transactions.
For the twelve months ended June 30, 2001, Columbia Propane generated approximately $29 million of EBITDA (as defined on page 14), without giving effect to allocation of charges by its then parent entity, Columbia Energy, on total revenues of $402 million. The nine-month period ended June 30, 2001 was a period of rapidly escalating product costs and market volatility which may have resulted in higher-than-normal unit margins for Columbia Propane during this period. These higher-than-normal unit margins may not be sustainable or indicative of Columbia Propane's future results. We anticipate being able to achieve annualized operating cost savings and synergies over the next two fiscal years of up to $24 million as we integrate Columbia Propane into our existing business. We expect to achieve these operating cost savings and synergies from the elimination of redundant operations and facilities and productivity improvements. Although we believe these forward-looking statements are reasonable, we cannot assure you that these operating cost savings, operating synergies and productivity improvements will be achieved. We caution you that our actual results are likely to be different from the estimates presented above. The differences may be material, depending on the circumstances, and may arise because actual facts may differ from our assumptions. For example, we may not be able to achieve operating synergies on a timely basis and actual costs associated with elimination of redundant operations and facilities may exceed our estimates.
BUSINESS STRATEGY
Our business strategy is to increase market share through acquisitions and internal growth, leverage our national and local economies of scale and achieve operating efficiencies through business process improvements.
ACQUISITIONS. The domestic propane industry is highly fragmented, with over 3,500 retail propane distribution companies. Although we are the largest retail propane distributor in the U.S. following our acquisition of Columbia Propane, our volume only represents approximately 11% of total domestic retail sales. Our management believes there will continue to be numerous opportunities for us to grow through
2

acquisitions. We have successfully integrated many large and small businesses, including entities that, at the time of their acquisition, were larger than ourselves. We achieve efficiencies by reducing operating costs, introducing more effective pricing and operational systems and improving marketing and management programs.
We regularly consider and evaluate opportunities for growth through the acquisition of local, regional and national propane distributors. We may choose to finance future acquisitions with debt, equity, cash or a combination of the three. We compete for acquisitions with others engaged in the propane distribution business. Although we believe there are numerous potential acquisition candidates in the industry, some of which would be material, there can be no assurance that we will find attractive candidates in the future, or that we will be able to acquire such candidates on economically acceptable terms.
LEVERAGING OUR NATIONAL PRESENCE. Our national presence is playing an important role in differentiating us from our competition and growing our business. With our national infrastructure, we can offer full service to large, national companies that want to consolidate vendors and reduce operating costs. Two areas of focus for us are our grill cylinder exchange program and our national accounts program. Participation in these programs affords our customers more efficient centralized account management and consistently high-quality service at every location.
- PPX Program. Our PPX Prefilled Propane Xchange(R) program enables consumers to exchange their empty 20-pound propane grill cylinders for filled cylinders at various retail locations, such as home centers and convenience stores. We inspect, maintain, refill and transport the cylinders and supply one invoice to our PPX retailers. This provides convenience to consumers and profitability to the retailers. The PPX program is also attractive to us because its sales profile is counter-seasonal to our heating sales profile and, accordingly, it generates revenues outside of the propane heating season. PPX is currently available at approximately 16,500 retail locations throughout the country, which has increased from 6,000 locations in fiscal year 1999. Our customers include many of the nation's leading retailers and grocery chains, including Home Depot, Albertson's, Wal-Mart, Lowe's and Circle K.
- National Accounts Program. Through our national accounts program, we encourage large, multi-location propane users to enter into a supply agreement with us rather than with many small suppliers. We have a dedicated sales force to service our national account customers. As a result, our national accounts program has increased its market share with home improvement centers, national merchandisers, and distribution companies. Our national account gallons increased by more than 10% in fiscal year 2000. Our national account customers include large forklift users, such as Consolidated Freightways and United Parcel Service, along with companies that refill grill cylinders, like U-Haul.
OPERATIONAL INITIATIVES. We are committed to developing new ways to offer better service to our customers and to improve our productivity. We are implementing changes to our management structure and business processes that are designed to improve the efficiency of field operations such as dispatching delivery trucks, responding to customer calls and handling vital administrative functions. We are shifting to a more functional structure with managers specializing in one activity rather than performing several. We expect these efforts to result in higher customer and employee satisfaction and lower costs as this new structure is fully implemented over the next few years.
In addition, we are employing a company-wide customer profitability system which allows us to track profit contribution and return on investment by customer. The system enables us to service our customers more profitably primarily by determining the most appropriate tank size for customers, improving delivery schedules and rationalizing customer pricing. Using this system, we are also targeting our marketing efforts to grow the most profitable customer segments.
3

AMERIGAS EAGLE FINANCE CORP. AND AP EAGLE FINANCE CORP.
AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp. are two of our wholly owned subsidiaries. They have nominal assets and do not and will not conduct any operations or have any employees. AmeriGas Eagle Finance and AP Eagle Finance were formed solely for the purpose of acting as co-obligor of the 10% notes and 8 7/8% notes, respectively. They are acting as co-obligors for the notes solely to allow certain institutional investors that might otherwise not be able to invest in our securities because we are a partnership, by reason of the legal investment laws of their states of organization or their charters, to invest in the notes. They did not receive any of the proceeds from the offering of the old notes and will not deduct any interest with respect to the notes. It is anticipated that they will not make any payment with respect to the notes.
OUR STRUCTURE
AmeriGas Propane, Inc., our sole general partner and a wholly owned indirect subsidiary of UGI Corporation (NYSE:UGI), manages our activities and conducts our business. We also utilize the employees of, and management services provided by, UGI Corporation. The following chart depicts our organization and ownership structure following the acquisition of Columbia Propane. The percentages reflected in the following chart represent the approximate ownership interest in us and our operating partnership, individually, and not on an aggregate basis. Aggregate ownership of the operating partnership is shown in the box entitled "Effective ownership of our operating partnership" in the organizational chart.
4

ORGANIZATIONAL CHART
EFFECTIVE OWNERSHIP OF OUR OPERATING PARTNERSHIP:

Public unitholders' common units............................    42.0%
Columbia Energy's common units..............................     4.9
General partner's common units..............................    30.5
General partner's subordinated units........................    20.6
General partner's general partner interest..................     2.0
                                                               -----
                                                               100.0%	

[FLOW CHART]

                                                                             ----------------------------------------------------
                                                                                               UGI CORPORATION
                                                                             ----------------------------------------------------

                                                                                                100% Ownership

                                                                             ----------------------------------------------------
                                                                                                AMERIGAS, INC.
                                                                             ----------------------------------------------------

                                                                                                100% Ownership

                       ----------------                    ----------------  ----------------------------------------------------
                            PUBLIC                         COLUMBIA ENERGY                  AMERIGAS PROPANE, INC.
                         UNITHOLDERS                            GROUP                       (our general partner)
                       ----------------                    ----------------  ----------------------------------------------------

                        42.4% Limited                        5.0% Limited                       51.6% Limited
                       Partner Interest                    Partner Interest                    Partner Interest

                                                                                1% General
                                                                             Partner Interest

---------------------------------------------------------------------------------------------
                                   AMERIGAS PARTNERS, L.P.                                                       1.0101% General
---------------------------------------------------------------------------------------------                    Partner Interest

   100% Ownership       100% Ownership    100% Ownership                     98.9899% Limited
                                                                             Partner Interest

---------------------  ----------------  ----------------  ----------------------------------------------------
  AMERIGAS FINANCE      AMERIGAS EAGLE   AP EAGLE FINANCE                 AMERIGAS PROPANE, L.P.
        CORP.           FINANCE CORP.         CORP.                    (our operating partnership)
---------------------  ----------------  ----------------  ----------------------------------------------------

---------------------------------------
  AFFILIATE OF TRIARC COMPANIES, INC.                              Intercompany Note            100% Ownership
---------------------------------------                              ($138 million)

 Less than 1% Limited Partner Interest                                         -----------------------------------------------
                                                                                         AMERIGAS EAGLE PROPANE, INC.
                                                                                   (formerly, Columbia Propane Corporation)
                                                                             ----------------------------------------------------
                                                           Greater than 98%                                       50% Ownership
                                                           Limited Partner
                                                               Interest
                                                                               Indirect 1%
                                                                             General Partner
                                                                                 Interest
                                         ----------------------------------                                      ----------------
                                            AMERIGAS EAGLE PROPANE, L.P.                                         ATLANTIC ENERGY,
                                         (formerly, Columbia Propane, L.P.)                                            INC.
                                         ----------------------------------                                      ----------------	

5

SUMMARY OF THE TERMS OF THE EXCHANGE OFFERS
On April 4, 2001, we issued in a private placement $60 million in aggregate principal amount of our old 10% notes, and on August 21, 2001, we issued in a private placement $200 million in aggregate principal amount of our old 8 7/8% notes. We entered into a registration rights agreement with the initial purchasers of each series of the old notes in which we agreed to deliver to you this prospectus. You are entitled to exchange your old notes in the applicable exchange offer for registered notes with substantially identical terms, except that the registered notes have been registered under the Securities Act of 1933 and will not bear legends restricting their transfer. Unless you are a broker-dealer or unable to participate in the exchange offers, we believe that the notes to be issued in the exchange offers may be resold by you without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933. You should read the discussions under the headings "The Exchange Offers" and "Description of the Registered Notes" for further information regarding the registered notes.

Registration Rights
Agreements....................   You are entitled under the registration rights
                                 agreement governing your old notes to exchange
                                 your old notes for registered notes with
                                 substantially identical terms. The exchange
                                 offers are intended to satisfy these rights.
                                 After the exchange offer relating to your
                                 series of old notes is complete, except as set
                                 forth in the next paragraph, you will no longer
                                 be entitled to any exchange or registration
                                 rights with respect to your old notes.

                                 The registration rights agreement governing
                                 your old notes requires us to file a
                                 registration statement for a continuous
                                 offering in accordance with Rule 415 under the
                                 Securities Act for your benefit if you would
                                 not receive freely tradable registered notes in
                                 the applicable exchange offer or you are
                                 ineligible to participate in the exchange offer
                                 and indicate that you wish to have your old
                                 notes registered under the Securities Act. See
                                 "The Exchange Offers -- Procedures for
                                 Tendering."

The Exchange Offers...........   We are offering to exchange:

                                 - $1,000 principal amount of 10% senior notes
                                   due 2006, which have been registered under
                                   the Securities Act, for each $1,000 principal
                                   amount of our unregistered 10% senior notes
                                   due 2006 that were issued on April 4, 2001;
                                   and

                                 - $1,000 principal amount of 8 7/8% senior
                                   notes due 2011, which have been registered
                                   under the Securities Act, for each $1,000
                                   principal amount of our unregistered 8 7/8%
                                   senior notes due 2011 that were issued on
                                   August 21, 2001.

                                 In order to be exchanged, an old note must be
                                 properly tendered and accepted. All old notes
                                 that are validly tendered and not validly
                                 withdrawn will be exchanged.

                                 As of this date, there are $60 million
                                 aggregate principal amount of old 10% notes
                                 outstanding and $200 million aggregate
                                 principal amount of old 8 7/8% notes
                                 outstanding.

                                 We will issue the registered notes promptly
                                 after the expiration of the applicable exchange
                                 offer.

Resales of the Registered
Notes.........................   We believe that registered notes to be issued
                                 in the exchange offers may be offered for
                                 resale, resold and otherwise transferred by you
                                 without compliance with the registration and
                                 prospectus

                                        6	

                                 delivery provisions of the Securities Act if
                                 you meet the following conditions:

                                 (1) the registered notes are acquired by you in
                                     the ordinary course of your business;

                                 (2) you are not engaging in and do not intend
                                     to engage in a distribution of the
                                     registered notes;

                                 (3) you do not have an arrangement or
                                     understanding with any person to
                                     participate in the distribution of the
                                     registered notes; and

                                 (4) you are not an affiliate of ours, as that
                                     term is defined in Rule 405 under the
                                     Securities Act.

                                 Our belief is based on interpretations by the
                                 staff of the Commission, as set forth on
                                 no-action letters issued to third parties
                                 unrelated to us. The staff has not considered
                                 these exchange offers in the context of a
                                 no-action letter, and we cannot assure you that
                                 the staff would make a similar determination
                                 with respect to these exchange offers.

                                 If you do not meet the above conditions, you
                                 may incur liability under the Securities Act if
                                 you transfer any registered note without
                                 delivering a prospectus meeting the
                                 requirements of the Securities Act. We do not
                                 assume or indemnify you against that liability.

                                 Each broker-dealer that is issued registered
                                 notes in an exchange offer for its own account
                                 in exchange for old notes which were acquired
                                 by that broker-dealer as a result of
                                 market-making activities or other trading
                                 activities must acknowledge that it will
                                 deliver a prospectus meeting the requirements
                                 of the Securities Act in connection with any
                                 resales of the registered notes. A broker-
                                 dealer may use this prospectus for an offer to
                                 resell or to otherwise transfer the registered
                                 notes. We have agreed that, for a period of 180
                                 days after the expiration of the exchange
                                 offer, we will make this prospectus, as amended
                                 or supplemented, available to any broker-dealer
                                 for use in connection with any such resale.

Expiration Dates..............   Each exchange offer will expire at 5:00 p.m.,
                                 New York City time, on                , 2001,
                                 unless we decide to extend the exchange offer.
                                 We do not intend to extend either exchange
                                 offer, although we reserve the right to do so.

Conditions to the Exchange
Offers........................   The only conditions to completing an exchange
                                 offer are that the exchange offer not violate
                                 applicable law or any applicable interpretation
                                 of the staff of the Commission and no
                                 injunction, order or decree has been issued
                                 which would prohibit, prevent or materially
                                 impair our ability to proceed with the exchange
                                 offer. See "The Exchange Offers -- Conditions."

Procedures for Tendering Old
Notes Held in the Form of
  Book-Entry Interests........   The old notes were issued as global securities
                                 in fully registered form without coupons.
                                 Beneficial interests in the old notes which

                                        7	

                                 are held by direct or indirect participants in
                                 The Depository Trust Company through
                                 certificateless depositary interests are shown
                                 on, and transfers of the old notes can be made
                                 only through, records maintained in book-entry
                                 form by DTC with respect to its participants.

                                 If you are a holder of an old note held in the
                                 form of a book-entry interest and you wish to
                                 tender your old note for exchange pursuant to
                                 the exchange offer for your series of notes,
                                 you must transmit to First Union National Bank,
                                 as exchange agent, on or prior to the
                                 expiration of that exchange offer either:

                                 - a written or facsimile copy of a properly
                                   completed and executed letter of transmittal
                                   for your series of notes and all other
                                   required documents to the address set forth
                                   on the cover page of the letter of
                                   transmittal; or

                                 - a computer-generated message transmitted by
                                   means of DTC's Automated Tender Offer Program
                                   system and forming a part of a confirmation
                                   of book-entry transfer in which you
                                   acknowledge and agree to be bound by the
                                   terms of the letter of transmittal for your
                                   series of notes.

                                 The exchange agent must also receive on or
                                 prior to the expiration of the applicable
                                 exchange offer either:

                                 - a timely confirmation of book-entry transfer
                                   of your notes into the exchange agent's
                                   account at DTC, in accordance with the
                                   procedure for book-entry transfers described
                                   in this prospectus under the heading "The
                                   Exchange Offers -- Book-Entry Transfer," or

                                 - the documents necessary for compliance with
                                   the guaranteed delivery procedures described
                                   below.

                                 A letter of transmittal for your series of
                                 notes accompanies this prospectus. By executing
                                 the letter of transmittal for your series of
                                 notes or delivering a computer-generated
                                 message through DTC's Automated Tender Offer
                                 Program system, you will represent to us that,
                                 among other things:

                                 - the registered notes to be acquired by you in
                                   the applicable exchange offer are being
                                   acquired in the ordinary course of your
                                   business;

                                 - you are not engaging in and do not intend to
                                   engage in a distribution of the registered
                                   notes;

                                 - you do not have an arrangement or
                                   understanding with any person to participate
                                   in the distribution of the registered notes;
                                   and

                                 - you are not our affiliate.

Procedures for Tendering
Certificated Old Notes........   If you are a holder of book-entry interests in
                                 the old notes, you are entitled to receive, in
                                 limited circumstances, in exchange for your
                                 book-entry interests, certificated notes which
                                 are in equal principal amounts to your
                                 book-entry interests. See "Description
                                        8	

                                 of the Registered Notes -- Form of Registered
                                 Notes." No certificated notes are issued and
                                 outstanding as of the date of this prospectus.
                                 If you acquire certificated old notes prior to
                                 the expiration of the applicable exchange
                                 offer, you must tender your certificated old
                                 notes in accordance with the procedures
                                 described in this prospectus under the heading
                                 "The Exchange Offers -- Procedures for
                                 Tendering -- Certificated Old Notes."

Special Procedures for
Beneficial Owners.............   If you are the beneficial owner of old notes
                                 and they are registered in the name of a
                                 broker, dealer, commercial bank, trust company
                                 or other nominee, and you wish to tender your
                                 old notes, you should promptly contact the
                                 person in whose name your old notes are
                                 registered and instruct that person to tender
                                 on your behalf. If you wish to tender on your
                                 own behalf, you must, prior to completing and
                                 executing the letter of transmittal for your
                                 series of notes and delivering your notes,
                                 either make appropriate arrangements to
                                 register ownership of the old notes in your
                                 name or obtain a properly completed bond power
                                 from the person in whose name your old notes
                                 are registered. The transfer of registered
                                 ownership may take considerable time. See "The
                                 Exchange Offers -- Procedures for
                                 Tendering -- Procedures Applicable to All
                                 Holders."

Guaranteed Delivery
Procedures....................   If you wish to tender your old notes and:

                                 (1) they are not immediately available;

                                 (2) time will not permit your old notes or
                                     other required documents to reach the
                                     exchange agent before the expiration of the
                                     applicable exchange offer; or

                                 (3) you cannot complete the procedure for
                                     book-entry transfer on a timely basis,

                                 you may tender your old notes in accordance
                                 with the guaranteed delivery procedures set
                                 forth in "The Exchange Offers -- Procedures for
                                 Tendering -- Guaranteed Delivery Procedures."

Acceptance of Old Notes and
Delivery of Registered
  Notes.......................   Except under the circumstances described above
                                 under "Conditions to the Exchange Offers," we
                                 will accept for exchange any and all old notes
                                 which are properly tendered in the exchange
                                 offer relating to your series of notes prior to
                                 5:00 p.m., New York City time, on the
                                 expiration date for that exchange offer. The
                                 registered notes to be issued to you in an
                                 exchange offer will be delivered promptly
                                 following the expiration date of the exchange
                                 offer. See "The Exchange Offers -- Terms of the
                                 Exchange Offers."

Withdrawal....................   You may withdraw the tender of your old notes
                                 at any time prior to 5:00 p.m., New York City
                                 time, on the expiration date of the applicable
                                 exchange offer. We will return to you any old
                                 notes not accepted for exchange for any reason
                                 without expense to you as promptly as we can
                                 after the expiration or termination of the
                                 applicable exchange offer.

                                        9	

Exchange Agent................   First Union National Bank is serving as the
                                 exchange agent in connection with the exchange
                                 offers.

Consequences of Failure to
Exchange......................   If you do not participate in the applicable
                                 exchange offer for your series of old notes,
                                 upon completion of the exchange offer, the
                                 liquidity of the market for your old notes
                                 could be adversely affected. See "The Exchange
                                 Offers -- Consequences of Failure to Exchange."

Federal Income Tax
Consequences..................   The exchange of old notes should not be a
                                 taxable event for federal income tax purposes.	

See "Certain United States Federal Income Tax Considerations."
SUMMARY OF THE TERMS OF THE NOTES

Co-Issuers....................   10% notes -- AmeriGas Partners, L.P. and
                                 AmeriGas Eagle Finance Corp.

                                 8 7/8% notes -- AmeriGas Partners, L.P. and AP
                                 Eagle Finance Corp.

Notes Offered.................   $60 million principal amount of Series D 10%
                                 senior notes due 2006 and $200 million
                                 principal amount of Series B 8 7/8% senior
                                 notes due 2011, each of which has been
                                 registered under the Securities Act.

Maturity Dates................   The 10% notes will mature on April 15, 2006 and
                                 the 8 7/8% notes will mature on May 20, 2011.

Interest Rate and Payment
Dates.........................   Interest on the 10% notes will accrue at the
                                 rate of 10% per annum, payable semiannually in
                                 cash in arrears on each April 15 and October
                                 15, commencing on October 15, 2001. Interest on
                                 the 8 7/8% notes will accrue at the rate of
                                 8 7/8% per annum, payable semiannually in cash
                                 in arrears on each May 20 and November 20,
                                 commencing on November 20, 2001.

Optional Redemption...........   We may not redeem the 10% notes at our option
                                 prior to their maturity.

                                 On or after May 20, 2006, we may redeem the
                                 8 7/8% notes at the redemption prices listed in
                                 "Description of the Registered Notes --
                                 Optional Redemption." Prior to May 20, 2004, we
                                 may redeem up to 33% of the 8 7/8% notes with
                                 the proceeds of a public offering of our common
                                 equity at the price specified in "Description
                                 of the Registered Notes -- Optional
                                 Redemption."

Mandatory Offer to
Repurchase....................   If we experience specific kinds of changes in
                                 control, we must offer to repurchase the notes
                                 at the prices listed in "Description of the
                                 Registered Notes -- Repurchase at the Option of
                                 Holders."

Ranking.......................   The registered notes will be senior unsecured
                                 joint and several obligations of AmeriGas
                                 Partners and AmeriGas Eagle Finance in the case
                                 of the 10% notes, and AmeriGas Partners and AP
                                 Eagle Finance in the case of the 8 7/8% notes.
                                 The registered notes will rank pari passu in
                                 right of payment with all of our other existing
                                 and future senior indebtedness, including the
                                 $85

                                        10	

                                 million aggregate outstanding principal amount
                                 of our 10 1/8% senior notes due 2007, and
                                 senior in right of payment to all of our
                                 existing and future subordinated indebtedness.
                                 The registered notes will be effectively
                                 subordinated to all existing and future secured
                                 and unsecured indebtedness and other
                                 liabilities of our subsidiaries, including our
                                 operating partnership. Substantially all of the
                                 operating partnership's assets have been
                                 pledged to secure indebtedness under the first
                                 mortgage notes and the bank credit facilities
                                 of the operating partnership. As of June 30,
                                 2001, after giving effect to the offering of
                                 the old notes and the Columbia Propane
                                 acquisition, we would have had outstanding no
                                 subordinated indebtedness, and the aggregate
                                 indebtedness and liabilities of our operating
                                 partnership and its subsidiaries, including
                                 AmeriGas Eagle Propane, would have been
                                 approximately $871 million, including
                                 approximately $669 million of secured
                                 indebtedness. The registered notes will be
                                 non-recourse to our general partner.

Basic Covenants...............   The indenture governing the 10% notes and the
                                 indenture governing the 8 7/8% notes are
                                 substantially identical. These indentures,
                                 among other things, restrict our ability to:

                                   - make distributions or make certain other
                                     restricted payments;

                                   - borrow money or issue preferred stock;

                                   - enter into sale and leaseback transactions;

                                   - incur liens;

                                   - incur dividend and other payment
                                     restrictions affecting our subsidiaries;

                                   - sell certain assets or merge with or into
                                     other companies;

                                   - enter into transactions with affiliates;
                                     and

                                   - engage in other lines of business.

                                 For more details, see "Description of the
                                 Registered Notes -- Certain Covenants."

Registration Rights;
Liquidated Damages............   In connection with the offerings of the old
                                 notes, we granted registration rights to
                                 holders of the old notes. We agreed to
                                 consummate an offer to exchange each series of
                                 old notes for the related series of registered
                                 notes and to take other actions in connection
                                 with the exchange offers, in each case by the
                                 dates specified in the registration rights
                                 agreements. In addition, under certain
                                 circumstances, we may be required to file a
                                 shelf registration statement to cover resales
                                 of the old notes held by you.

                                 If we fail to take these actions with respect
                                 to a series of notes by the dates specified in
                                 the registration rights agreement for those
                                 notes, then we will pay liquidated damages to
                                 each holder of the applicable series of notes,
                                 with respect to the first 90-day period
                                 immediately following the occurrence of the
                                 first registra-

                                        11	

                                 tion default, in an amount equal to $0.05 per
                                 week per $1,000 principal amount of notes held
                                 by that holder. The amount of liquidated
                                 damages will increase by an additional $0.05
                                 per week with respect to each subsequent 90-day
                                 period until all registration defaults have
                                 been cured, up to a maximum amount of
                                 liquidated damages of $0.20 per week for each
                                 $1,000 principal amount of the applicable
                                 notes. Following the cure of all registration
                                 defaults, the accrual of liquidated damages
                                 will cease. We are currently paying liquidated
                                 damages with respect to the 10% notes.

Form of Notes.................   Each of the registered notes to be issued in an
                                 exchange offer will be represented by one or
                                 more global securities deposited with First
                                 Union National Bank for the benefit of DTC. You
                                 will not receive registered notes in
                                 certificated form unless one of the events set
                                 forth under the heading "Description of the
                                 Registered Notes -- Form of Registered Notes"
                                 occurs. Instead, beneficial interests in the
                                 registered notes to be issued in the exchange
                                 offer will be shown on, and transfer of these
                                 interests will be effected only through,
                                 records maintained in book-entry form by DTC
                                 with respect to its participants.

Use of Proceeds...............   We will not receive any cash proceeds upon
                                 completion of the exchange offers.

                                  RISK FACTORS	

You should refer to the section entitled "Risk Factors" for an explanation of the material risks of participating in an exchange offer and investing in the notes.
ADDITIONAL INFORMATION
Our executive offices are located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406. Our telephone number is (610) 337-7000.
12

SUMMARY SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA
The following table sets forth certain summary selected historical and pro forma financial and other data of AmeriGas Partners as of and for the fiscal years ended September 30, 1998, 1999 and 2000 and as of and for the nine months ended June 30, 2000 and 2001. It also sets forth certain summary selected unaudited pro forma consolidated financial data included elsewhere in this prospectus which give effect to the acquisition of Columbia Propane as if the acquisition and related transactions had occurred on October 1, 1999 with respect to income statement data, and June 30, 2001 with respect to balance sheet data.
The summary selected historical financial data or AmeriGas Partners as of and for the fiscal years ended September 30, 1998, 1999 and 2000 are derived from the audited consolidated financial statements of AmeriGas Partners. The summary selected historical financial data of AmeriGas Partners as of and for the nine months ended June 30, 2000 and 2001 are derived from unaudited consolidated financial statements of AmeriGas Partners. We believe, unless otherwise disclosed, that these unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of these financial statements. Results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year due to the seasonal nature of our business.
The summary selected pro forma financial data are not necessarily indicative of the operating results or financial position of AmeriGas Partners had the acquisition of Columbia Propane been completed as of the dates indicated, nor are they necessarily indicative of future operating results or financial position. The summary selected pro forma financial data are derived from the Unaudited Pro Forma Condensed Combined Financial Statements included elsewhere in this prospectus.
The summary selected historical and pro forma financial and other data of AmeriGas Partners should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Condensed Combined Financial Statements" and our consolidated financial statements and notes related thereto, included in, or incorporated by reference into, this prospectus.

                                                           HISTORICAL                                    PRO FORMA(A)
                                 --------------------------------------------------------------   ---------------------------
                                                                              NINE MONTHS                         NINE MONTHS
                                       YEAR ENDED SEPTEMBER 30,             ENDED JUNE 30,         YEAR ENDED        ENDED
                                 ------------------------------------   -----------------------   SEPTEMBER 30,    JUNE 30,
                                    1998         1999         2000         2000         2001          2000           2001
                                 ----------   ----------   ----------   ----------   ----------   -------------   -----------
                                                   (THOUSANDS OF DOLLARS, EXCEPT RATIOS AND PER UNIT DATA)
INCOME STATEMENT DATA:
  Revenues.....................  $  914,378   $  872,535   $1,120,056   $  899,594   $1,209,084    $1,428,147     $1,555,017
  Operating income.............  $   87,918   $   92,646   $   90,207   $  101,960   $  145,814    $   93,644     $  173,264
  Income before income taxes...  $   21,729   $   26,061   $   15,443   $   47,196   $   86,651    $      112     $  100,869
  Income (loss) before
    accounting changes.........  $   21,402   $   25,635   $   15,196   $   46,960   $   86,551    $      (53)    $  100,577
  Limited partner interest in
    income before
    accounting changes.........  $   21,188   $   25,379   $   15,044   $   46,490   $   85,685    $      (52)    $   99,571
  Income per limited partner
    unit before accounting
    changes -- basic and
    diluted....................  $     0.51   $     0.61   $     0.36   $     1.11   $     1.94    $     0.00     $     2.14
  Ratio of earnings to fixed
    charges(b).................        1.3x         1.3x         1.2x         1.8x         2.3x          1.0x           2.2x
  Average limited partner units
    outstanding -- basic and
    diluted (thousands)........      41,886       41,918       41,969       41,969       44,149        44,326         46,506	

13

                                                           HISTORICAL                                    Pro Forma (a)
                                 --------------------------------------------------------------   ---------------------------
                                            SEPTEMBER 30,                      JUNE 30,
                                 ------------------------------------   -----------------------   SEPTEMBER 30,    JUNE 30,
                                    1998         1999         2000         2000         2001          2000           2001
                                 ----------   ----------   ----------   ----------   ----------   -------------   -----------
                                                                    (Thousands of dollars)
BALANCE SHEET DATA:
  Current assets...............  $  133,346   $  140,569   $  188,845   $  178,069   $  188,748            --     $  234,551
  Total assets.................   1,217,216    1,196,461    1,258,220    1,259,275    1,252,897            --      1,507,833
  Current liabilities
    (excluding debt)...........     144,229      148,513      172,501      124,494      137,424            --        156,337
  Total debt...................     718,994      766,725      887,234      883,428      862,954            --      1,038,938
  Minority interest............       4,049        3,380        2,587        3,174        3,780            --          6,730
  Partners' capital............     299,875      234,041      155,971      211,052      211,503            --        266,475	

                                                                  Historical                             Pro Forma (a)
                                             ----------------------------------------------------   ------------------------
                                                                                                                      NINE
                                                                                  NINE MONTHS                        MONTHS
                                                YEAR ENDED SEPTEMBER 30,        ENDED JUNE 30,       YEAR ENDED      ENDED
                                             ------------------------------   -------------------   SEPTEMBER 30,   JUNE 30,
                                               1998       1999       2000       2000       2001         2000          2001
                                             --------   --------   --------   --------   --------   -------------   --------
                                                               (Thousands of dollars, except as specified)
OTHER DATA:
  EBITDA(c)................................  $151,143   $157,524   $157,588   $151,514   $201,049     $176,346      $236,760
  Capital expenditures.....................  $ 31,577   $ 34,577   $ 30,427   $ 22,449   $ 28,624     $ 58,656      $ 42,777
  Total propane margin(d)..................  $423,914   $431,077   $436,062   $364,058   $436,965     $550,460      $554,792
  Total margin.............................  $470,618   $481,767   $491,775   $406,164   $480,380     $617,542      $610,460
  Retail propane gallons sold (millions)...     785.3      783.2      771.2      635.9      678.1      1,003.1         889.9
  Degree days -- % colder (warmer) than
    normal(e)..............................      (8.7)      (9.9)     (13.7)     (14.1)       3.0        (13.7)          3.0	

(a) For a description of the assumptions used in preparing the Summary Selected Pro Forma Financial and Other Data, see "Unaudited Pro Forma Condensed Combined Financial Statements" included elsewhere in this Prospectus.
(b) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) before income taxes, minority interest and income (loss) from equity investees, plus distributed income of equity investees plus fixed charges. Fixed charges consist of interest expense and the portion of operating leases representative of the interest factor. If the ratio is less than one, no ratio is presented.
(c) EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States. We believe that EBITDA is a useful supplement to net income and other income statement data in understanding cash flows from operations that are available for the payment of income taxes, debt service, capital expenditures and dividends and distributions. In addition, EBITDA does not reflect the impact on operating cash flow that may result from changes in working capital. Our method of computing EBITDA may not be comparable to similarly titled measures of other companies.
(d) Revenues less related cost of sales.
(e) Deviation from average heating degree days during the 30-year period from 1961 to 1990, based upon national weather statistics provided by the National Oceanic and Atmospheric Administration for 335 airports in the continental U.S.
14

RISK FACTORS
An investment in the registered notes involves a high degree of risk. You should consider carefully the following risk factors, in addition to the other information set forth in this prospectus, before deciding to participate in an exchange offer. The factors set forth below, however, are generally applicable to the old notes as well as the registered notes.
RISKS RELATED TO THE NOTES
WE ARE A HOLDING COMPANY AND HAVE NO MATERIAL OPERATIONS OR ASSETS. ACCORDINGLY, WE ARE DEPENDENT ON DISTRIBUTIONS FROM OUR OPERATING PARTNERSHIP TO SERVICE OUR DEBT OBLIGATIONS. THESE DISTRIBUTIONS ARE NOT GUARANTEED AND MAY BE RESTRICTED.
We are a holding company for our subsidiaries. We have no material operations and only limited assets. Accordingly, we are dependent on cash distributions from AmeriGas Propane, our operating partnership, and its subsidiaries, to service our debt obligations. Our operating partnership is required to distribute all of its available cash each quarter, less the amount of cash reserves that AmeriGas Propane, Inc., our general partner, determines is necessary or appropriate in its reasonable discretion to provide for the proper conduct of our business, to provide funds for distributions over the next four quarters or to comply with applicable law or any of our debt or other agreements. The agreements governing the operating partnership's first mortgage notes and bank credit facilities require the operating partnership to include in its cash reserves amounts for future payments on the first mortgage notes and amounts outstanding under the bank credit facilities. This limits the amount of available cash the operating partnership may distribute to us each quarter.
In addition, the agreements governing the first mortgage notes and bank credit facilities only permit quarterly distributions if no default exists under those agreements. Those agreements each contain various negative and affirmative covenants applicable to the operating partnership. In addition, the agreements require the operating partnership to maintain specified financial ratios. If the operating partnership violates any of these covenants or requirements, a default may result and distributions would be limited. These covenants limit the operating partnership's ability to:
- incur other indebtedness;
- engage in transactions with affiliates;
- incur liens;
- make certain restricted payments;
- enter into certain business combinations and asset sale transactions;
- engage in new lines of business; and
- make investments.
WE ARE REQUIRED TO DISTRIBUTE ALL OF OUR AVAILABLE CASH, WHICH MAY LIMIT THE CASH AVAILABLE TO SERVICE THE NOTES.
Subject to the limitations on restricted payments contained in the indentures governing the notes and the indenture governing our existing 10 1/8% senior notes, our partnership agreement requires us to distribute all of our available cash each quarter to our limited partners and our general partner. As a result of these distribution requirements, we do not expect to accumulate significant amounts of cash. Our general partner will determine the timing and amount of our distributions. Depending on the timing and amount of our cash distributions, these distributions could significantly reduce the cash available to us in subsequent periods to make payments on the notes.
15

THE NOTES ARE STRUCTURALLY SUBORDINATED TO ALL INDEBTEDNESS OF OUR OPERATING PARTNERSHIP AND ITS SUBSIDIARIES.
The notes are effectively subordinated to all existing and future claims of creditors and holders of preferred stock of our operating partnership and its subsidiaries. This is because these creditors and holders of preferred stock will have priority as to the assets of these subsidiaries over our claims and, thereby indirectly, the claims of the holders of the notes. Thus, the notes are effectively subordinated to the claims of the lenders under the bank credit facilities, the holders of the first mortgage notes, trade creditors and all possible future creditors of any of our subsidiaries.
OUR SUBSTANTIAL DEBT COULD IMPAIR OUR FINANCIAL CONDITION AND OUR ABILITY TO FULFILL OUR DEBT OBLIGATIONS.
We have substantial indebtedness. After giving effect to the offerings of the old notes, the Columbia Propane acquisition, the amendment of our bank credit facility effective upon completion of the Columbia Propane acquisition and the use of proceeds of the offerings, as of June 30, 2001, we would have had total indebtedness of approximately $1,038.9 million, partners' capital of $266.5 million and a ratio of debt to partners' capital of 3.90 to 1. We would also have had availability under our operating partnership's bank credit facilities of $118.2 million. Subject to the restrictions in the bank credit facilities, the first mortgage notes, the indentures governing the notes and the indenture governing our existing 10 1/8% senior notes, we may incur significant additional indebtedness, which may be secured and/or structurally senior to the notes.
Our substantial indebtedness could have important consequences to you. For example, it could:
- make it more difficult for us to satisfy our obligations with respect to the notes;
- require us to dedicate a substantial portion of our cash flow from the operating partnership to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general partnership requirements;
- limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
- place us at a competitive disadvantage compared to our competitors that have proportionately less debt.
If we are unable to meet our debt service obligations, we could be forced to restructure or refinance our indebtedness, seek additional equity capital or sell assets. We may be unable to obtain financing or sell assets on satisfactory terms, or at all.
RESTRICTIVE COVENANTS IN THE AGREEMENTS GOVERNING OUR INDEBTEDNESS AND THE INDEBTEDNESS OF OUR OPERATING SUBSIDIARY MAY REDUCE OUR OPERATING FLEXIBILITY.
The indentures governing the notes, the indenture governing our existing 10 1/8% senior notes and the agreements governing the bank credit facilities and the existing first mortgage notes contain various covenants that limit our ability to:
- incur other indebtedness;
- engage in transactions with affiliates;
- incur liens;
- make certain restricted payments;
- enter into certain business combinations and asset sale transactions;
- engage in new lines of business; and
- make investments.
16

These restrictions could limit our ability and the ability of our operating partnership to obtain future financings, make needed capital expenditures, withstand a future downturn in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. The bank credit facilities and the first mortgage notes also require the operating partnership to maintain specified financial ratios and satisfy other financial conditions. The ability of the operating partnership to meet those financial ratios and conditions can be affected by events beyond its control, such as weather conditions and general economic conditions. Accordingly, it may be unable to meet those ratios and conditions. Our breach of any of these covenants or the operating partnership's failure to meet any of these ratios or conditions could result in a default under the terms of the relevant indebtedness, which could cause such indebtedness, and by reason of cross-default provisions, the notes, to become immediately due and payable. If we were unable to repay those amounts, the lenders could initiate a bankruptcy proceeding or liquidation proceeding or proceed against the collateral granted to them to secure that indebtedness. If the lenders under the bank credit facilities or the first mortgage notes so accelerate the repayment of borrowings, we may not have sufficient assets to repay our indebtedness, including the notes.
WE MAY BE UNABLE TO PURCHASE THE NOTES UPON A CHANGE OF CONTROL.
Upon the occurrence of "change of control" events specified in the "Description of the Registered Notes," you may require us to purchase your notes at 101% of their principal amount, plus accrued and unpaid interest and liquidated damages, if any. The terms of the bank credit facilities and the first mortgage notes limit our ability to purchase your notes in those circumstances. Any of our future debt agreements may contain similar restrictions and provisions. Accordingly, we may be unable to satisfy our obligations to purchase your notes unless we are able to refinance or obtain waivers under the bank credit facilities and the first mortgage notes and other indebtedness with similar restrictions. We may not have the financial resources to purchase your notes, particularly if a change of control event triggers a similar repurchase requirement for, or results in the acceleration of, other indebtedness. The bank credit facilities and the first mortgage notes currently provide that certain change of control events will constitute a default and could result in the acceleration of the indebtedness under those agreements.
IF YOU FAIL TO EXCHANGE YOUR OLD NOTES, THEY WILL CONTINUE TO BE RESTRICTED SECURITIES AND MAY BECOME LESS LIQUID.
Old notes which you do not tender or we do not accept will, following the exchange offers, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue registered notes in exchange for the old notes pursuant to the exchange offers only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.
Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old note tendered and exchanged in an exchange offer will reduce the aggregate principal amount of the old notes of that series outstanding. Following the exchange offers, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Accordingly, the liquidity of the market for any old notes could be adversely affected.
THERE MAY BE NO ACTIVE TRADING MARKET FOR THE REGISTERED NOTES TO BE ISSUED IN THE EXCHANGE OFFERS.
The registered notes are a new issue of securities for which there is no established market. We cannot assure you with respect to:
- the liquidity of any market for the registered notes that may develop;
- your ability to sell registered notes; or
17

- the price at which you will be able to sell the registered notes.
If a public market were to exist, the registered notes could trade at prices that may be higher or lower than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar notes, and our financial performance. We do not intend to list the registered notes to be issued to you in the exchange offer on any securities exchange or to seek approval for quotations through any automated quotation system. No active market for the registered notes is currently anticipated.
ISSUANCE OF THE NOTES MAY BE SUBJECT TO FRAUDULENT CONVEYANCE LAWS.
Under applicable provisions of the U.S. Bankruptcy Code or comparable provisions of state fraudulent transfer or conveyance laws, if at the time we incurred the debt evidenced by the notes we either:
(1) incurred the indebtedness with the intent to hinder, delay or defraud creditors; or
(2) received less than reasonably equivalent value or fair consideration for incurring the indebtedness, and
- were insolvent at the time of incurrence;
- were rendered insolvent by reason of the incurrence (and the application of the proceeds thereof);
- were engaged or were about to engage in a business or transaction for which our remaining assets constituted unreasonably small capital to carry on our business; or
- intended to incur, or believed that we would incur, debts beyond our ability to pay the debts as they matured;
then, in each case, a court of competent jurisdiction could (1) void, in whole or in part, the notes, and direct the repayment of any amounts paid thereunder to our creditors, (2) subordinate the notes to our obligations to our existing and future creditors or (3) take other actions detrimental to the noteholders.
The measure of insolvency for purposes of the foregoing will vary depending upon the law applied in each case. On the basis of financial and other information, recent operating history and other factors, we believe that the notes are incurred for proper purposes and in good faith and that we (1) are solvent and will continue to be solvent after issuance of the notes, (2) have sufficient capital for carrying on our business and (3) will be able to pay our debts as they mature.
RISKS ASSOCIATED WITH THE ACQUISITION OF COLUMBIA PROPANE
IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE COLUMBIA PROPANE INTO OUR BUSINESS, WE COULD INCUR UNANTICIPATED COSTS, OUR OPERATIONS COULD BE DISRUPTED AND OUR ABILITY TO PAY PRINCIPAL AND INTEREST ON THE NOTES MAY BE IMPAIRED.
Upon our acquisition of Columbia Propane, we significantly increased our size. Our ability to integrate Columbia Propane with our existing business will impact the future success of our business, and thus our ability to pay principal and interest on the notes. Our integration strategies are subject to numerous conditions beyond our control, including general negative economic trends and competition. We may be unable to achieve the anticipated cost savings and synergies from the acquisition.
The successful integration of Columbia Propane will require us to, among other things, retain key employees of Columbia Propane. These employees may decide not to work for us. Our failure to retain key employees could disrupt our ongoing business. In addition, the Columbia Propane acquisition will require additional attention from, and place substantial demands upon, our senior management, which may divert their attention from and make it more difficult for them to manage our business.
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AS A RESULT OF OUR ACQUISITION OF COLUMBIA PROPANE, WE COULD BE LIABLE FOR LOSSES TRIARC MAY INCUR UNDER THE PURCHASE AGREEMENT BETWEEN TRIARC AND AMERIGAS EAGLE PROPANE AND ITS AFFILIATES. WE ARE ALSO SUBJECT TO LIMITATIONS ON THE OPERATION OF AMERIGAS EAGLE PROPANE WHICH, IF BREACHED, COULD TRIGGER OUR INDEMNITY OBLIGATIONS.
In connection with our acquisition of Columbia Propane, our operating partnership became the payee under a $138 million intercompany note of AmeriGas Eagle Propane. In connection with this note and the purchase agreement under which AmeriGas Eagle Propane, Inc. acquired the Columbia Propane business from Triarc (the "1999 Columbia/Triarc purchase agreement"), we became subject to restrictions on our ability to operate AmeriGas Eagle Propane. These restrictions, which effectively continue until July 2009, will limit our ability to, among other things:
- prepay, defease, purchase or otherwise retire the intercompany note unless it is replaced by equivalent debt with no greater amortization;
- modify the intercompany note so as to eliminate or limit the recourse liability of Triarc;
- convert AmeriGas Eagle Propane into a corporation for federal income tax purposes, including by way of any merger or consolidation;
- allow any third party to assume, guarantee, indemnify against or otherwise incur any liability relating to the intercompany note; or
- take or fail to take any action that would reduce the share of the intercompany note allocated to Triarc for federal income tax purposes.
Without becoming obligated to indemnify Triarc for any resulting tax losses, we may not:
- make any material change in certain federal income tax positions, methods, principles or elections of AmeriGas Eagle Propane;
- sell or dispose of certain assets of AmeriGas Eagle Propane if doing so would result in a gain of more than $5 million per year on a cumulative basis to be allocated to Triarc; or
- increase the carrying value of certain assets of AmeriGas Eagle Propane for income tax purposes.
These restrictions on our ability to operate AmeriGas Eagle Propane could have a material adverse effect on us.
AmeriGas Eagle Propane and certain of its affiliates are obligated to indemnify Triarc and its affiliates for tax or other cash losses they may incur as a result of the breach of the foregoing restrictions and any other actions in violation of the 1999 Columbia/Triarc purchase agreement that cause Triarc to recognize a taxable gain or result in other losses for Triarc. These include breaches that Triarc may claim result from our acquisition of Columbia Propane and related transactions. Under the agreement for our acquisition of Columbia Propane, we agreed to apportion between us and Columbia Energy losses under the Triarc indemnity due to our acts or omissions or resulting from our acquisition of Columbia Propane and related transactions. In addition, our operating partnership agreed with AmeriGas Eagle Propane, Inc. to take all actions necessary to ensure that AmeriGas Eagle Propane, Inc. will have sufficient available funds to satisfy all of its obligations and liabilities to Triarc under the indemnification provisions of the 1999 Columbia/Triarc purchase agreement.
TRIARC MAY SUE US AND/OR COLUMBIA ENERGY IN CONNECTION WITH OUR ACQUISITION OF COLUMBIA PROPANE.
During the course of our negotiations with Columbia Energy, we and Columbia Energy had several discussions with Triarc concerning the Columbia Propane acquisition. During these discussions and in related correspondence, Triarc expressed concerns as to whether, in relation to the Columbia Propane acquisition, Triarc's rights as a limited partner of AmeriGas Eagle Propane were being respected and whether the acquisition would trigger the tax indemnity provisions of the 1999 Columbia/Triarc purchase agreement. While we believe we restructured the Columbia Propane acquisition to address Triarc's
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substantive concerns, we did not obtain Triarc's consent to the Columbia Propane acquisition. Further, while we and Columbia Energy believe that Triarc's consent was not required under the relevant agreements governing Columbia Energy's relationship with Triarc, Triarc may disagree with our conclusions. If Triarc believes that our acquisition of Columbia Propane acquisition breached a contractual or legal obligation that Columbia Energy or any of the Columbia Propane entities owed to it, Triarc may sue us, Columbia Energy and/or any of the Columbia Propane entities for damages. Under the terms of our agreement with Columbia Energy governing our acquisition of Columbia Propane, we will be responsible for one-third of the first $3.0 million of the losses and two-thirds of any additional losses that Triarc suffers, calculated pursuant to a tax gross-up formula set forth in the 1999 Columbia/Triarc purchase agreement.
RISKS INHERENT IN THE BUSINESS OF AMERIGAS PARTNERS
WEATHER CONDITIONS AFFECT THE DEMAND FOR PROPANE.
Weather conditions have a significant impact on the demand for propane for both heating and agricultural purposes. Many of our customers rely heavily on propane as a heating fuel. Accordingly, the volume of propane sold is at its highest during the five-month peak heating season of November through March and is directly affected by the severity of the winter weather. Approximately 55% to 60% of our retail propane volumes are sold during these months. In recent years, warmer-than-normal weather in our service territory has reduced demand for propane and other energy sources for heating purposes below normal levels, which has had an adverse effect on our operating results. There can be no assurance that normal winter weather in our service territory will occur in the future.
THE RETAIL PROPANE INDUSTRY IS MATURE AND COMPETITIVE.
The retail propane industry is mature, with only limited growth in total demand for the product foreseen. We expect the overall demand for propane to remain relatively constant over the next several years, with year-to-year industry volumes being impacted primarily by weather patterns. Therefore, our ability to grow within the industry is dependent on our ability to acquire other retail distributors and to achieve internal growth. This includes:
- expansion of our PPX Prefilled Propane Xchange program, through which consumers can exchange an empty propane grill cylinder for a filled one;
- expansion of our national accounts program, through which we encourage large, multi-location propane users to enter into a supply agreement with us rather than with many small suppliers; and
- the success of our marketing programs designed to increase sales to targeted customer segments.
We compete with other distributors of propane, including several major companies and several thousand small independent operators. In recent years, some rural electric cooperatives and fuel oil distributors have expanded their businesses to include propane distribution and we compete with them as well. Generally, competition in the past few years has intensified, partly as a result of warmer-than-normal weather and general economic conditions. Our ability to compete effectively depends on the reliability of our service, our responsiveness to customers and our ability to maintain competitive retail prices.
THE RETAIL PROPANE BUSINESS EXPERIENCES COMPETITION FROM OTHER ENERGY SOURCES.
Propane is sold in competition with other sources of energy, some of which are less costly for equivalent energy value. We compete for customers against suppliers of electricity, fuel oil and natural gas. Electricity is a major competitor of propane, but propane generally enjoys a substantial competitive price advantage over electricity for home heating use. Several states have adopted or are considering proposals that would substantially deregulate the generation portion of the electric utility industry and thereby permit retail electric customers to choose their electricity supplier. Proponents of electric utility deregulation believe that competition will ultimately reduce the cost of electricity, and a drop in the price of electricity could adversely affect propane's existing competitive price advantage over electricity.
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Fuel oil is also a major competitor of propane and is generally less expensive than propane. Furnaces and appliances that burn propane will not operate on fuel oil and vice versa, however, so a conversion from one fuel to the other requires the installation of new equipment. Our customers generally have an incentive to switch to fuel oil only if fuel oil becomes and is expected to remain significantly less expensive than propane. Historically, except for certain industrial and commercial applications, propane has not been generally competitive with natural gas in areas where natural gas pipelines already exist, because natural gas has been a significantly less expensive source of energy than propane. The gradual expansion of the nation's natural gas distribution systems has resulted in the availability of natural gas in many areas that previously depended upon propane. In addition, we cannot predict the effect that the development of alternative energy sources might have on our operations.
WE ARE SUBJECT TO PRICING AND INVENTORY RISK.
The retail propane business is a "margin-based" business in which gross profits are dependent upon the excess of the sales price over the propane supply costs. Propane is a commodity and, as such, its unit price is subject to volatile changes in response to changes in supply or other market conditions. We have no control over these market conditions. Consequently, the unit price of the propane that we and other marketers purchase can change rapidly over a short period. Most of our product supply contracts permit suppliers to charge posted prices at the time of delivery or the current prices established at major storage points such as Mont Belvieu, Texas or Conway, Kansas. Because our profitability is sensitive to changes in wholesale propane costs, we generally seek to pass on increases in the cost of propane to our customers. There is no assurance, however, that we will always be able to pass on product cost increases fully, particularly when product costs rise rapidly.
WE ARE DEPENDENT ON OUR PRINCIPAL SUPPLIERS, WHICH INCREASES THE RISK OF AN INTERRUPTION IN SUPPLY.
Supplies of propane historically have been readily available. During the fiscal year ended September 30, 2000, we purchased approximately 65% of our propane from 10 suppliers. We believe that if supplies from these sources were interrupted, we would be able to secure adequate propane supplies from other sources without a material disruption of our operations. However, the cost of procuring replacement supplies might be materially higher and, at least on a short-term basis, our margins could be affected. Additionally, in certain market areas some of our suppliers provide 70% to 80% of our propane requirements. Disruptions in supply in these areas could also have an adverse impact on our margins.
WE ARE SUBJECT TO OPERATING AND LITIGATION RISKS WHICH MAY NOT BE COVERED BY INSURANCE.
Our business is subject to all of the operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing combustible liquids, such as propane, for use by consumers. As a result, we are sometimes a defendant in various legal proceedings and litigation arising in the ordinary course of business. We maintain insurance policies with insurers in such amounts and with such coverages and deductibles as our general partner believes are reasonable and prudent. There can be no assurance, however, that such insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or that such levels of insurance will be available in the future at economical prices.
ENERGY EFFICIENCY AND TECHNOLOGY TRENDS MAY AFFECT DEMAND FOR PROPANE.
Retail customers primarily use propane as a heating fuel. The national trend toward increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, has slowed the growth of demand for propane by retail gas customers. We are not able to predict the effect that future conservation measures or advances in heating, conservation or other devices might have on our operations.
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OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED BY GOVERNMENTAL REGULATION AND ASSOCIATED ENVIRONMENTAL AND REGULATORY COSTS.
The propane business is subject to a wide range of federal and state laws and regulations related to environmental and other matters. We have implemented environmental programs and policies designed to avoid potential liability and costs under applicable environmental laws. It is possible, however, that new environmental regulations could be passed which might adversely impact our operations, costs associated with the storage and transportation of propane or the costs of compliance with operating or other regulatory permits.
FORWARD-LOOKING STATEMENTS
Some information in this prospectus and the documents that we have incorporated by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Such statements use forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect," "may," "will," or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus and the documents that we have incorporated by reference. We will not update these statements unless the securities laws require us to do so.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the Securities and Exchange Commission. You can inspect and/or copy these reports and other information at the principal offices of the Commission located at Judiciary Plaza, Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549 and over the Internet at the Commission's website at http://www.sec.gov. Copies of such material can be obtained by mail at prescribed rates from the Public Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information about the operation of the Public Reference Room.
We also provide information to the New York Stock Exchange because our common units are traded on the New York Stock Exchange. You may obtain reports and other information at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference information that we file with the Commission. This means that we disclose important information to you by referring you to those documents. Any information we incorporate in this manner is considered a part of this prospectus. Any information we file with the Commission after the date of this prospectus and until this exchange offer is completed will automatically update and supersede the information contained in this prospectus.
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We incorporate by reference the following documents that we have filed with the Commission and any filings that we will make with the Commission in the future under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this exchange offer is completed:
(1) our annual report on Form 10-K for the year ended September 30, 2000;
(2) our quarterly reports on Form 10-Q for the quarters ended December 31, 2000, March 31, 2001 and June 30, 2001; and
(3) our current reports on Form 8-K dated January 11, 2001, January 31, 2001, April 10, 2001, May 2, 2001, July 23, 2001, August 8, 2001 (as amended on Form 8-K/A dated August 9, 2001) and August 21, 2001 (as amended on Form 8-K/A dated November 5, 2001).
This prospectus contains summaries, which we believe to be accurate, of the terms we consider material of certain documents, but reference is made to the actual documents, copies of which are available upon request to AmeriGas Partners, L.P., P.O. Box 965, Valley Forge, Pennsylvania 19482, telephone 610-337-7000, Attention: Robert W. Krick, Treasurer, for the complete information contained in those documents.
THE ACQUISITION
On August 21, 2001, our operating partnership, AmeriGas Propane, acquired the propane distribution businesses of Columbia Energy Group for approximately $202 million. These businesses were conducted through Columbia Propane Corporation and its 99% owned subsidiary, Columbia Propane, L.P. Prior to the acquisition, Columbia Propane was the seventh largest retail propane marketer in the United States, selling approximately 308 million gallons annually from 186 locations in 29 states.
The acquisition of Columbia Propane involved a series of steps, as a result of which:
- Columbia Propane Corporation transferred substantially all of its assets to our operating partnership;
- Columbia Propane Corporation became a direct wholly owned subsidiary of our operating partnership and changed its name to AmeriGas Eagle Propane, Inc.;
- Columbia Propane, L.P. became over 98% directly owned by our operating partnership and approximately 1% indirectly owned through AmeriGas Eagle Propane, Inc. and changed its name to AmeriGas Eagle Propane, L.P.;
- Columbia Energy Group purchased 2,356,953 of our common limited partnership units for $50 million;
- our operating partnership purchased from Columbia Propane Corporation and became the payee under a $138 million intercompany note of AmeriGas Eagle Propane due in July 2009; and
- our operating partnership made a capital contribution to AmeriGas Eagle Propane of assets with a net agreed value of $280 million, in exchange for a limited partnership interest in AmeriGas Eagle Propane of equal value, based upon the net agreed value assigned to the assets, as confirmed by an independent valuation firm.
The remaining interest in AmeriGas Eagle Propane is owned by an affiliate of Triarc Companies, Inc. as a special limited partner. In connection with the acquisition, we assumed various restrictions relating to AmeriGas Eagle Propane and the intercompany note. These restrictions, which effectively continue until July 2009, limit our ability to, among other things:
- prepay, defease, purchase or otherwise retire the intercompany note unless it is replaced by equivalent debt with no greater amortization;
- modify the intercompany note so as to eliminate or limit the recourse liability of Triarc;
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- convert AmeriGas Eagle Propane into a corporation for federal income tax purposes, including by way of any merger or consolidation;
- allow any third party to assume, guarantee or indemnify against or otherwise incur any liability relating to the intercompany note; or
- take or fail to take any action that would reduce the share of the intercompany note allocated to Triarc for federal income tax purposes.
Without becoming obligated to indemnify Triarc for any resulting tax losses, we may not:
- make any material change in the federal income tax positions, methods, principles or elections of AmeriGas Eagle Propane;
- sell or dispose of certain assets of AmeriGas Eagle Propane if doing so would result in a gain of more than $5 million per year on a cumulative basis to be allocated to Triarc; or
- increase the carrying value of certain assets of AmeriGas Eagle Propane for income tax purposes.
The Columbia Propane entities we acquired are obligated to indemnify Triarc and its affiliates for tax or other cash losses they may incur as a result of the breach of the foregoing restrictions and any other actions in violation of the 1999 Columbia/Triarc purchase agreement that cause Triarc to recognize a taxable gain or result in other losses for Triarc. These include breaches resulting from our acquisition of Columbia Propane and related transactions. Under the agreement for our acquisition of Columbia Propane, we agreed to apportion between us and Columbia Energy any losses under the Triarc indemnity due to our acts or omissions or resulting from our acquisition of Columbia Propane and related transactions as follows:
- If the Triarc indemnity is triggered as a result of our acquisition of Columbia Propane, we agreed with Columbia Energy to be responsible for one-third of the first $3 million of such losses and two-thirds of any additional losses, with the remaining portion being borne by Columbia Energy.
- If the Triarc indemnity is triggered as a result of any acts or omissions by us, our operating partnership, our general partner, the Columbia Propane entities we acquired or our affiliates following the acquisition (or any breaches of certain other representations, warranties and covenants), we will be responsible for all of the Triarc indemnity.
- If the Triarc indemnity is triggered as a result of any acts or omissions by Columbia Energy or its affiliates prior to our acquisition of Columbia Propane, Columbia Energy will be responsible for all of the Triarc indemnity.
In addition, our operating partnership has agreed with AmeriGas Eagle Propane, Inc. to take all actions necessary to ensure that AmeriGas Eagle Propane, Inc. will have sufficient available funds to satisfy all of its obligations and liabilities to Triarc under the indemnification provisions of the 1999 Columbia/Triarc purchase agreement. This obligation will be limited to the amount of payments expressly required to be made by AmeriGas Eagle Propane, Inc. under the 1999 Columbia/Triarc purchase agreement, and will be subject to the limitations contained in that agreement that are applicable to AmeriGas Eagle Propane, Inc. and all set-off rights and other defenses applicable to it.
Pursuant to the purchase agreement for our acquisition of Columbia Propane, we and Columbia Energy agreed to indemnify each other for losses and expenses incurred as a result of a breach of our respective representations, warranties and covenants contained in the agreement, subject to various limitations and exceptions.
For the twelve months ended June 30, 2001, Columbia Propane generated approximately $29 million of EBITDA, without giving effect to allocation of charges by its then parent entity, Columbia Energy, on total revenues of $402 million. The nine-month period ended June 30, 2001 was a period of rapidly escalating product costs and market volatility which may have resulted in higher-than-normal unit margins for Columbia Propane during this period. These higher-than-normal unit margins may not be sustainable or indicative of Columbia Propane's future results. We anticipate being able to achieve annualized
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operating cost savings and synergies over the next two fiscal years of up to $24 million as we integrate Columbia Propane into our existing business. We expect to achieve these operating cost savings and synergies from the elimination of redundant operations and facilities and productivity improvements. Although we believe these forward-looking statements are reasonable, we cannot assure you that these operating cost savings, operating synergies and productivity improvements will be achieved. We caution you that our actual results are likely to differ from the estimates presented above. The differences may be material, depending on the circumstances, and may arise because actual facts may differ from our assumptions. For example, we may not be able to achieve operating synergies on a timely basis and actual costs associated with elimination of redundant operations and facilities may exceed our estimates.
For a discussion of certain risks associated with our acquisition of Columbia Propane, including the risk that Triarc will sue for money damages, see "Risk Factors -- Risks Associated with the Acquisition of Columbia Propane."
USE OF PROCEEDS
We will not receive any cash proceeds upon completion of the exchange offers.
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THE EXCHANGE OFFERS
PURPOSE AND EFFECT
We issued the old 10% notes in a private placement on April 4, 2001 and the old 8 7/8% notes in a private placement on August 21, 2001. Each offering was to a limited number of qualified institutional buyers, as defined under the Securities Act, and to a limited number of persons outside the United States. In connection with each of these issuances, we entered into an indenture and a registration rights agreement. These agreements require that we file a registration statement under the Securities Act with respect to the registered notes to be issued in the exchange offers and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your old notes for a like principal amount of registered notes. These registered notes will be issued without a restrictive legend and, except as set forth below, may be reoffered and resold by you without registration under the Securities Act. After we complete the exchange offers, our obligations with respect to the registration of the old notes and the registered notes will terminate. Copies of the indenture relating to each series of the old notes and the related registration rights agreement have been filed as exhibits to the registration statement of which this prospectus is a part. We refer to these indentures in this prospectus as the "indentures."
Based on an interpretation by the staff of the Commission set forth in no-action letters issued to third parties, if you are not our "affiliate" within the meaning of Rule 405 under the Securities Act or a broker-dealer referred to in the next paragraph, we believe that registered notes to be issued to you in an exchange offer may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act. This interpretation, however, is based on your representation to us that:
(1) the registered notes to be issued to you in the exchange offer are acquired in the ordinary course of your business;
(2) you are not engaging in and do not intend to engage in a distribution of the registered notes to be issued to you in the exchange offer; and
(3) you have no arrangement or understanding with any person to participate in the distribution of the registered notes to be issued to you in the exchange offer.
If you tender in an exchange offer for the purpose of participating in a distribution of the registered notes to be issued to you in the exchange offer, you cannot rely on this interpretation by the staff of the Commission. Under those circumstances, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives registered notes in an exchange offer for its own account in exchange for old notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of those registered notes. See "Plan of Distribution."
If you will not receive freely tradeable registered notes in an exchange offer or are not eligible to participate in an exchange offer, you can elect, by indicating on the letter of transmittal for your series of notes and providing certain additional necessary information, to have your old notes registered in a "shelf" registration statement on an appropriate form pursuant to Rule 415 under the Securities Act. In the event that we are obligated to file a shelf registration statement, we will be required to keep the shelf registration statement effective for a period of three years following the date of original issuance of the old notes or such shorter period that will terminate when all of the old notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement. Other than as set forth in this paragraph, you will not have the right to require us to register your old notes under the Securities Act. See "-- Procedures for Tendering" below.
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CONSEQUENCES OF FAILURE TO EXCHANGE
After we complete the exchange offer for your series of old notes, if you have not tendered your old notes you will not have any further registration rights, except as set forth above. Your old notes will continue to be subject to certain restrictions on transfer. Therefore, the liquidity of the market for your old notes could be adversely affected upon completion of the exchange offer if you do not participate in the exchange offer.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions set forth in this prospectus and in the letters of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the applicable exchange offer. We will issue $1,000 principal amount of the appropriate series of registered notes in exchange for each $1,000 principal amount of the same series of old notes accepted in the exchange offer for that series of notes. You may tender some or all of your old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.
The forms and terms of the registered notes are substantially the same as the forms and terms of the old notes, except that the notes to be issued in the exchange offers have been registered under the Securities Act and will not bear legends restricting their transfer. The registered notes will be issued pursuant to, and entitled to the benefits of, their respective indenture. The indentures also govern the old notes. Each series of registered notes and related old notes will be deemed one issue of notes under the respective indentures.
As of the date of this prospectus, $60 million in aggregate principal amount of the old 10% notes and $200 million in aggregate principal amount of the old 8 7/8% notes were outstanding. This prospectus, together with the appropriate letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the old notes. You do not have any appraisal or dissenters' rights in connection with the exchange offers under the Delaware General Corporation Law or the indentures. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated under the Exchange Act.
We will be deemed to have accepted validly tendered outstanding notes when, as, and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as our agent for the tendering holders for the purpose of receiving the registered notes from us. If we do not accept any tendered notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return certificates for any unaccepted notes, without expense, to the tendering holder as promptly as practicable after the expiration date of the applicable exchange offer.
You will not be required to pay brokerage commissions or fees or, except as set forth below under "-- Transfer Taxes," transfer taxes with respect to the exchange of your old notes in an exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offers. See "-- Fees and Expenses" below.
EXPIRATION DATES; AMENDMENTS
Each exchange offer will expire at 5:00 p.m., New York City time, on
[ ], 2001, unless we determine, in our sole discretion, to extend the exchange offer, in which case it will expire at the later date and time to which it is extended. We do not intend to extend either exchange offer, although we reserve the right to do so. If we extend an exchange offer, we will give oral or written notice of the extension to the exchange agent and give each registered holder of the applicable series of notes notice by means of a press release or other public announcement of any extension prior to 9:00 a.m., New York City time, on the next business day after the scheduled expiration date.
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We also reserve the right, in our sole discretion,
(1) to delay accepting any old notes or, if any of the conditions set forth below under "-- Conditions" have not been satisfied or waived, to terminate an exchange offer by giving oral or written notice of such delay or termination to the exchange agent, or
(2) to amend the terms of an exchange offer in any manner by complying with Rule 14e-l(d) under the Exchange Act to the extent that rule applies.
We acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to pay the consideration offered, or return the old notes surrendered for exchange, promptly after the termination or withdrawal of an exchange offer. We will notify you as promptly as we can of any extension, termination or amendment.
PROCEDURES FOR TENDERING
Book-Entry Interests
The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.
If you hold your old notes in the form of book-entry interests and you wish to tender your old notes for exchange pursuant to the exchange offer for your series of notes, you must transmit to the exchange agent on or prior to the expiration date for that exchange offer either:
(1) a written or facsimile copy of a properly completed and duly executed letter of transmittal for your series of notes, including all other documents required by such letter of transmittal, to the exchange agent at the address set forth on the cover page of the letter of transmittal; or
(2) a computer-generated message transmitted by means of DTC's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal.
In addition, in order to deliver old notes held in the form of book-entry interests:
(1) a timely confirmation of book-entry transfer of such notes into the exchange agent's account at DTC pursuant to the procedure for book-entry transfers described below under "-- Book-Entry Transfer" must be received by the exchange agent prior to the expiration date; or
(2) you must comply with the guaranteed delivery procedures described below.
THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL FOR YOUR
OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE APPLICABLE EXPIRATION DATE. YOU SHOULD NOT SEND THE LETTER OF TRANSMITTAL OR OLD NOTES TO US. YOU MAY REQUEST YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, OR NOMINEE TO EFFECT THE ABOVE TRANSACTIONS FOR YOU.
Certificated Old Notes
Only registered holders of certificated old notes may tender those notes in an exchange offer. If your old notes are certificated notes and you wish to tender those notes for exchange pursuant to the exchange offer for your series of notes, you must transmit to the exchange agent on or prior to the applicable expiration date a written or facsimile copy of a properly completed and duly executed letter of transmittal,
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including all other required documents, to the address set forth below under "-- Exchange Agent." In addition, in order to validly tender your certificated old notes:
(1) the certificates representing your old notes must be received by the exchange agent prior to the applicable expiration date; or
(2) you must comply with the guaranteed delivery procedures described below.
Procedures Applicable to All Holders
If you tender an old note and you do not withdraw the tender prior to the applicable expiration date, you will have made an agreement with us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal for your series of notes.
If your old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal for your series of notes and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless:
(1) old notes tendered in the applicable exchange offer are tendered either
(A) by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the holder's letter of transmittal or
(B) for the account of an eligible institution; and
(2) the box entitled "Special Registration Instructions" on the letter of transmittal has not been completed.
If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a financial institution, which includes most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program.
If the letter of transmittal for your series of notes is signed by a person other than you, your old notes must be endorsed or accompanied by a properly completed bond power and signed by you as your name appears on those old notes.
If the letter of transmittal for your series of notes or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, in this instance you must submit with the letter of transmittal for your series of notes proper evidence satisfactory to us of their authority to act on your behalf.
We will determine, in our sole discretion, all questions regarding the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered old notes. This determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offers, including the instructions in the letter of transmittal for the 10% notes and the letter of transmittal for the 8 7/8% notes, will be final and binding on all parties.
You must cure any defects or irregularities in connection with tenders of your old notes within the time period we will determine unless we waive that defect or irregularity. Although we intend to notify you
29

of defects or irregularities with respect to your tender of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give this notification. Your tender will not be deemed to have been made and your notes will be returned to you if:
(1) you improperly tender your old notes;
(2) you have not cured any defects or irregularities in your tender; and
(3) we have not waived those defects, irregularities or improper tender.
The exchange agent will return your notes, unless otherwise provided in the letter of transmittal for your series of notes, as soon as practicable following the expiration of the applicable exchange offer.
In addition, we reserve the right in our sole discretion to:
(1) purchase or make offers for, or offer registered notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offers;
(2) terminate either or both exchange offers; and
(3) to the extent permitted by applicable law, purchase notes in the open market, in privately negotiated transactions or otherwise.
The terms of any of these purchases or offers could differ from the terms of the exchange offers.
By tendering, you will represent to us that, among other things:
(1) the registered notes to be acquired by you in the applicable exchange offer are being acquired in the ordinary course of your business;
(2) you are not engaging in and do not intend to engage in a distribution of the registered notes to be acquired by you in the applicable exchange offer;
(3) you do not have an arrangement or understanding with any person to participate in the distribution of the registered notes to be acquired by you in the applicable exchange offer; and
(4) you are not our "affiliate," as defined under Rule 405 of the Securities Act.
In all cases, issuance of registered notes for old notes that are accepted for exchange in an exchange offer will be made only after timely receipt by the exchange agent of certificates for your old notes or a timely book-entry confirmation of your old notes into the exchange agent's account at DTC, a properly completed and duly executed letter of transmittal for your series of notes, or a computer-generated message instead of the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the applicable exchange offer or if old notes are submitted for a greater principal amount than you desire to exchange, the unaccepted or non-exchanged old notes, or old notes in substitution therefor, will be returned without expense to you. In addition, in the case of old notes, tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry transfer procedures described below, the non-exchanged old notes will be credited to your account maintained with DTC, as promptly as practicable after the expiration or termination of the applicable exchange offer.
Guaranteed Delivery Procedures
If you desire to tender your old notes and your old notes are not immediately available or one of the situations described in the immediately preceding paragraph occurs, you may tender if:
(1) you tender through an eligible financial institution;
(2) on or prior to 5:00 p.m., New York City time, on the applicable expiration date, the exchange agent receives from an eligible institution, a written or facsimile copy of a properly completed and duly executed letter of transmittal for your series of notes and notice of guaranteed delivery for your series of notes, substantially in the form provided by us; and
30

(3) the certificates for all certificated old notes, in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal for your series of notes, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery for your series of notes.
The notice of guaranteed delivery for your series of notes may be sent by facsimile transmission, mail or hand delivery. The notice of guaranteed delivery must set forth:
(1) your name and address;
(2) the amount of old notes you are tendering; and
(3) a statement that your tender is being made by the notice of guaranteed delivery for your series of notes and that you guarantee that within three New York Stock Exchange trading days after the execution of the notice of guaranteed delivery, the eligible institution will deliver the following documents to the exchange agent:
(A) the certificates for all certificated old notes being tendered, in proper form for transfer or a book-entry confirmation of tender;
(B) a written or facsimile copy of the letter of transmittal for your series of notes, or a book-entry confirmation instead of the letter of transmittal; and
(C) any other documents required by the letter of transmittal for your series of notes.
BOOK-ENTRY TRANSFER
The exchange agent will establish an account with respect to the book-entry interests at DTC for purposes of each exchange offer promptly after the date of this prospectus. You must deliver your book-entry interest by book-entry transfer to the applicable account maintained by the exchange agent at DTC. Any financial institution that is a participant in DTC's systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the exchange agent's applicable account at DTC in accordance with DTC's procedures for transfer.
If one of the following situations occur:
(1) you cannot deliver a book-entry confirmation of book-entry delivery of your book-entry interests into the exchange agent's applicable account at DTC; or
(2) you cannot deliver all other documents required by the letter of transmittal to the exchange agent prior to the applicable expiration date,
then you must tender your book-entry interests according to the guaranteed delivery procedures discussed above.
WITHDRAWAL RIGHTS
You may withdraw tenders of your old notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer for your series of notes.
For your withdrawal to be effective, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address set forth below under "-- Exchange Agent" prior to 5:00 p.m., New York City time, on the applicable expiration date.
The notice of withdrawal must:
(1) state your name;
(2) identify the specific old notes to be withdrawn, including the certificate number or numbers and the principal amount of withdrawn notes;
31

(3) be signed by you in the same manner as you signed the letter of transmittal for your series of notes when you tendered your old notes, including any required signature guarantees or be accompanied by documents of transfer sufficient for the exchange agent to register the transfer of the old notes into your name; and
(4) specify the name in which the old notes are to be registered, if different from yours.
We will determine all questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices. Our determination will be final and binding on all parties. Any old notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of an exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to you without cost as soon as practicable after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "-- Procedures for Tendering" above at any time on or prior to 5:00 p.m., New York City time, on the applicable expiration date.
CONDITIONS
Notwithstanding any other provision of the applicable exchange offer and subject to our obligations under the related registration rights agreement, we will not be required to accept for exchange, or to issue registered notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of any old notes for exchange any of the following events occur:
(1) any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; or
(2) the exchange offer violates any applicable law or any applicable interpretation of the staff of the Commission.
These conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to them, subject to applicable law. We also may waive in whole or in part at any time and from time to time any particular condition in our sole discretion. If we waive a condition, we may be required in order to comply with applicable securities laws, to extend the expiration date of the applicable exchange offer. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of these rights and these rights will be deemed ongoing rights which may be asserted at any time and from time to time.
In addition, we will not accept for exchange any old notes tendered, and no registered notes will be issued in exchange for any of those old notes, if at the time the notes are tendered any stop order is threatened by the Commission or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939.
The exchange offers are not conditioned on any minimum principal amount of old notes being tendered for exchange and are not conditioned upon the successful completion of each other.
32

EXCHANGE AGENT
We have appointed First Union National Bank as exchange agent for the exchange offers. Questions, requests for assistance and requests for additional copies of the prospectus, the letter of transmittal for your series of notes and other related documents should be directed to the exchange agent addressed as follows:
By Registered or Certified Mail, by Hand or by Overnight Courier:
First Union National Bank 1525 West W.T. Harris Boulevard 
NC1153 3C3
Charlotte, North Carolina 28262-1153
Attention: Corporate Trust Operations
By Facsimile: (704) 590-7628 By Telephone: (704) 590-7410
The exchange agent also acts as trustee under each of the indentures.
FEES AND EXPENSES
We will not pay brokers, dealers, or others soliciting acceptances of the exchange offers. The principal solicitation is being made by mail. Additional solicitations, however, may be made in person or by telephone by our officers and employees.
We will pay the estimated cash expenses to be incurred in connection with the exchange offers. These are estimated in the aggregate to be approximately $150,000, which includes fees and expenses of the exchange agent and accounting, legal, printing and related fees and expenses.
TRANSFER TAXES
You will not be obligated to pay any transfer taxes in connection with a tender of your old notes for exchange unless you instruct us to register registered notes in the name of, or request that old notes not tendered or not accepted in an exchange offer be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax.
ACCOUNTING TREATMENT
We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will amortize the expense of each exchange offer over the term of the registered notes under generally accepted accounting principles.
33

CAPITALIZATION
The following table sets forth our consolidated capitalization as of June 30, 2001 on an actual basis and on a pro forma basis giving effect to (1) the Columbia Propane acquisition (including funding of a working capital adjustment of $12.7 million through borrowings under the acquisition facility), (2) the offering of the old 8 7/8% notes, (3) the issuance of common limited partnership units to Columbia Energy, (4) the capital contributions by our general partner in order to maintain its aggregate 1% general partner interest in AmeriGas Partners and its aggregate 1.01% general partner interest in our operating partnership and (5) the application of the proceeds from these financings, as if these transactions all occurred on June 30, 2001. You should read this table in conjunction with our Unaudited Pro Forma Condensed Combined Financial Statements and consolidated financial statements and the notes to those financial statements included in or incorporated by reference into this prospectus.

                                                                 AS OF JUNE 30, 2001
                                                              -------------------------
                                                                ACTUAL      AS ADJUSTED
                                                              ----------    -----------
                                                               (THOUSANDS OF DOLLARS)
Short-term debt, including current portion of long-term
  debt:
  Bank loans................................................  $    9,000    $       --
  Current maturities of long-term debt......................      66,639        66,801
                                                              ----------    ----------
     Total short-term debt..................................      75,639        66,801
                                                              ----------    ----------
Long-term debt:
  10 1/8% senior notes due 2007.............................     100,000       100,000
  10% senior notes due 2006.................................      59,769        59,769
  8 7/8% senior notes due 2011..............................          --       200,000
  First mortgage notes......................................     553,223       553,223
  Acquisition facility......................................      70,000        52,714
  Other.....................................................       4,323         6,431
                                                              ----------    ----------
     Total long-term debt...................................     787,315       972,137
                                                              ----------    ----------
Minority interest...........................................       3,780         6,730
Partners' capital...........................................     211,503       266,475
                                                              ----------    ----------
          Total capitalization..............................  $1,078,237    $1,312,143
                                                              ==========    ==========	

34

SELECTED HISTORICAL FINANCIAL AND OTHER DATA
The following table sets forth certain selected historical financial and other data of AmeriGas Partners as of and for the fiscal years ended September 30, 1996, 1997, 1998, 1999 and 2000, and as of and for the nine-month periods ended June 30, 2000 and 2001.
The selected historical financial data of AmeriGas Partners as of and for the fiscal years ended September 30, 1996, 1997, 1998, 1999 and 2000 are derived from the audited consolidated financial statements of AmeriGas Partners. The selected historical financial data of AmeriGas Partners as of and for the nine-month periods ended June 30, 2000 and 2001 are derived from unaudited consolidated financial statements of AmeriGas Partners. We believe, unless otherwise disclosed, that these unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of these financial statements. Results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year due to the seasonal nature of our business.
The selected historical financial and other data of AmeriGas Partners should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes related thereto, included in, or incorporated by reference into, this prospectus.

                                                            YEAR ENDED                                   NINE MONTHS
                                                          SEPTEMBER 30,                                ENDED JUNE 30,
                                  --------------------------------------------------------------   -----------------------
                                     1996         1997         1998         1999         2000         2000         2001
                                  ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                  (THOUSANDS OF DOLLARS, EXCEPT RATIOS AND PER UNIT DATA)
INCOME STATEMENT DATA:
  Revenues......................  $1,013,225   $1,077,825   $  914,378   $  872,535   $1,120,056   $  899,594   $1,209,084
  Operating income..............  $   72,866   $  110,373   $   87,918   $   92,646   $   90,207   $  101,960   $  145,814
  Income before income taxes....  $   10,084   $   44,715   $   21,729   $   26,061   $   15,443   $   47,196   $   86,651
  Income before accounting
    changes.....................  $   10,238   $   43,980   $   21,402   $   25,635   $   15,196   $   46,960   $   86,551
  Limited partner interest in
    income before accounting
    changes.....................  $   10,136   $   43,540   $   21,188   $   25,379   $   15,044   $   46,490   $   85,685
  Income per limited partner
    unit before accounting
    changes -- basic and
    diluted.....................  $     0.24   $     1.04   $     0.51   $     0.61   $     0.36   $     1.11   $     1.94
  Ratio of earnings to fixed
    charges(a)..................        1.1x         1.6x         1.3x         1.3x         1.2x         1.8x         2.3x
  Average limited partner units
    outstanding -- basic and
    diluted (thousands).........      41,729       41,799       41,886       41,918       41,969       41,969       44,149	

                                                          SEPTEMBER 30,                                   JUNE 30,
                                  --------------------------------------------------------------   -----------------------
                                     1996         1997         1998         1999         2000         2000         2001
                                  ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                   (THOUSANDS OF DOLLARS)
BALANCE SHEET DATA:
  Current assets................  $  199,452   $  183,091   $  133,346   $  140,569   $  188,845   $  178,069   $  188,748
  Total assets..................   1,360,292    1,318,661    1,217,216    1,196,461    1,258,220    1,259,275    1,252,897
  Current liabilities (excluding
    debt).......................     157,182      146,449      144,229      148,513      172,501      124,494      137,424
  Total debt....................     707,453      718,728      718,994      766,725      887,234      883,428      862,954
  Minority interest.............       5,497        5,043        4,049        3,380        2,587        3,174        3,780
  Partners' capital.............     442,236      397,537      299,875      234,041      155,971      211,052      211,503	

35

                                                            YEAR ENDED                                   NINE MONTHS
                                                          SEPTEMBER 30,                                ENDED JUNE 30,
                                  --------------------------------------------------------------   -----------------------
                                     1996         1997         1998         1999         2000         2000         2001
                                  ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                        (THOUSANDS OF DOLLARS, EXCEPT AS SPECIFIED)
OTHER DATA:
  EBITDA(b).....................  $  134,497   $  172,377   $  151,143   $  157,524   $  157,588   $  151,514   $  201,049
  Capital expenditures..........  $   21,908   $   24,470   $   31,577   $   34,577   $   30,427   $   22,449   $   28,624
  Total propane margin(c).......  $  398,555   $  430,241   $  423,914   $  431,077   $  436,062   $  364,058   $  436,965
  Total margin..................  $  443,498   $  477,453   $  470,618   $  481,767   $  491,775   $  406,164   $  480,380
  Retail propane gallons sold
    (millions)..................       855.4        807.4        785.3        783.2        771.2        635.9        678.1
  Degree days -- % colder
    (warmer) than normal(d).....         1.7         (1.2)        (8.7)        (9.9)       (13.7)       (14.1)         3.0	

(a) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) before income taxes, minority interest and income (loss) from equity investees, plus distributed income of equity investees plus fixed charges. Fixed charges consist of interest expense and the portion of operating leases representative of the interest factor. If the ratio is less than one, no ratio is presented.
(b) EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States. We believe that EBITDA is a useful supplement to net income and other income statement data in understanding cash flows from operations that are available for the payment of income taxes, debt service, capital expenditures and dividends and distributions. In addition, EBITDA does not reflect the impact on operating cash flow that may result from changes in working capital. Our method of computing EBITDA may not be comparable to similarly titled measures of other companies.
(c) Revenues less related cost of sales.
(d) Deviation from average heating degree days during the 30-year period from 1961 to 1990, based upon national weather statistics provided by the National Oceanic and Atmospheric Administration for 335 airports in the continental U.S.
36

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Combined Financial Statements of AmeriGas Partners give effect to the August 21, 2001 acquisition by AmeriGas Propane of Columbia Propane under the purchase method of accounting. Prior to its acquisition by AmeriGas Propane, Columbia Propane was a wholly owned subsidiary of Columbia Energy Group. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Unaudited Pro Forma Condensed Combined Financial Statements do not purport to represent what the results of operations or financial position of AmeriGas Partners would have been if the purchase transaction had occurred on the dates indicated below, nor do they purport to project the results of operations or financial position of AmeriGas Partners for any future period or as of any future date. Under Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"), tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair values. Because the fair value of the tangible and identifiable intangible assets acquired, less liabilities assumed, was greater than the purchase price consideration for Columbia Propane, such difference has been allocated to reduce, on a pro rata basis, the fair values of assets acquired in accordance with SFAS 141. The estimated fair values and useful lives of Columbia Propane's identifiable assets acquired and liabilities assumed are based on a preliminary valuation and are subject to final adjustments.
The unaudited pro forma condensed combined balance sheet as of June 30, 2001, was prepared by combining the historical consolidated balance sheets of AmeriGas Partners and Columbia Propane at June 30, 2001, giving effect to the acquisition of Columbia Propane as though it had been completed on June 30, 2001. The unaudited pro forma condensed combined statements of operations for the periods presented were prepared by combining AmeriGas Partners' consolidated statement of operations for the nine months ended June 30, 2001, with Columbia Propane's consolidated statement of operations for the nine months ended June 30, 2001, and AmeriGas Partners' consolidated statement of operations for the year ended September 30, 2000, with Columbia Propane's consolidated statement of operations for the twelve months ended September 30, 2000, to give effect to the acquisition as though it had occurred on October 1, 1999. In addition, the unaudited pro forma condensed combined statement of operations for the year ended September 30, 2000, has been adjusted to give retroactive effect to AmeriGas Partners' change in accounting for tank installation costs, and to give retroactive effect to AmeriGas Partners' change in accounting for customer tank fees in order to comply with Commission Staff Accounting Bulletin No. 101, "Revenue Recognition" ("SAB 101"). Both of these accounting changes were applied effective October 1, 2000. The unaudited pro forma condensed combined statements of operations do not give effect to any potential cost savings or other operating efficiencies that are expected to result from the integration of the operations of Columbia Propane with AmeriGas Partners.
The historical consolidated financial statements of AmeriGas Partners for the fiscal year ended September 30, 2000, are derived from audited consolidated financial statements included in the Annual Report on Form 10-K filed by AmeriGas Partners on December 22, 2000, with the Commission. The historical consolidated financial statements of AmeriGas Partners for the nine months ended June 30, 2001, are derived from the unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q filed by AmeriGas Partners on August 14, 2001, with the Commission. The historical consolidated financial statements of Columbia Propane for the nine months ended June 30, 2001, and the twelve months ended September 30, 2000, are unaudited and have been prepared in accordance with the rules and regulations of the Commission. They include all adjustments that are considered necessary for a fair statement of the results for the periods presented. Such adjustments consisted only of normal recurring items unless otherwise disclosed.
The pro forma financial statements should be read together with our historical financial statements and those of Columbia Propane, including the related notes, all of which are included in or incorporated by reference into this prospectus. The following pro forma financial statements do not purport to be indicative of the financial position or results of operations that would have been reported had the transactions been effected on the dates indicated, or which may be reported in the future.
37

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2001
 (THOUSANDS OF DOLLARS)

                                           (2)           (2)
                                        HISTORICAL    HISTORICAL         PRO              PRO
                                         AMERIGAS      COLUMBIA         FORMA            FORMA
                                         PARTNERS      PROPANE       ADJUSTMENTS        COMBINED
                                        ----------    ----------    -------------      ----------
ASSETS
Current assets:
  Cash and cash equivalents...........  $   18,722     $  4,505     $        (358)(4)  $   22,869
  Accounts receivable.................      99,220       28,471            (3,432)(5)     124,259
  Inventories.........................      54,751       15,768               501(6)       71,020
  Income taxes recoverable from
     Columbia Energy Group............          --       15,918           (15,918)(7)          --
  Prepaid expenses and other current
     assets...........................      16,055        1,964            (1,616)(8)      16,403
                                        ----------     --------     -------------      ----------
          Total current assets........     188,748       66,626           (20,823)        234,551
  Property, plant and equipment,
     net..............................     446,603      195,352           (15,893)(9)     626,062
  Intangible assets...................     603,279      120,204           (99,435)(10)    624,048
  Other assets........................      14,267        4,405             4,500(11)      23,172
                                        ----------     --------     -------------      ----------
          Total assets................  $1,252,897     $386,587     $    (131,651)     $1,507,833
                                        ==========     ========     =============      ==========
LIABILITIES AND STOCKHOLDER'S
  EQUITY/PARTNERS' CAPITAL
Current liabilities:
  Current maturities of long-term
     debt.............................  $   66,639     $    162     $          --      $   66,801
  Bank loans..........................       9,000           --            (9,000)(12)         --
  Advances from Columbia Energy
     Group............................          --        1,797            (1,797)(13)         --
  Accounts payable -- trade...........      40,675        2,737                --          43,412
  Accounts payable -- related
     parties..........................       1,619       12,847           (12,546)(14)      1,920
  Other current liabilities...........      95,130       12,978             2,897(15)     111,005
                                        ----------     --------     -------------      ----------
          Total current liabilities...     213,063       30,521           (20,446)        223,138
Long-term debt........................     787,315      113,276            71,546(16)     972,137
Deferred income taxes.................          --       14,754           (14,754)(17)         --
Other noncurrent liabilities..........      37,236       26,831           (24,714)(18)     39,353
Minority interests....................       3,780          440             2,510(19)       6,730
Common stockholder's equity...........          --      200,765          (200,765)(20)         --
Partners' capital.....................     211,503           --            54,972(21)     266,475
                                        ----------     --------     -------------      ----------
          Total liabilities and
            stockholder's
            equity/partners'
            capital...................  $1,252,897     $386,587     $    (131,651)     $1,507,833
                                        ==========     ========     =============      ==========	

See accompanying notes to unaudited pro forma condensed combined financial statements.
38

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 2001
 (THOUSANDS OF DOLLARS, EXCEPT PER UNIT)

                                  (2)          (2)
                               HISTORICAL   HISTORICAL                           PRO             PRO
                                AMERIGAS     COLUMBIA          (23)             FORMA           FORMA
                                PARTNERS     PROPANE     RECLASSIFICATIONS   ADJUSTMENTS       COMBINED
                               ----------   ----------   -----------------   -----------      ----------
Revenues:
  Propane....................  $1,137,527    $326,080         $    --         $      --       $1,463,607
  Other......................      71,557      19,853              --                --           91,410
                               ----------    --------         -------         ---------       ----------
                                1,209,084     345,933              --                --        1,555,017
                               ----------    --------         -------         ---------       ----------
Costs and expenses:
  Cost of sales -- propane...     700,562     208,253              --                --          908,815
  Cost of sales -- other.....      28,142       7,600              --                --           35,742
  Operating and
     administrative
     expenses................     282,820      97,699              --               675(24)      381,194
  Columbia Energy Group
     charges.................          --      14,107              --           (14,107)(25)          --
  Depreciation and
     amortization............      55,235      16,664              --            (8,403)(26)      63,496
  Other income, net..........      (3,489)         --          (4,005)               --           (7,494)
                               ----------    --------         -------         ---------       ----------
                                1,063,270     344,323          (4,005)          (21,835)       1,381,753
                               ----------    --------         -------         ---------       ----------
  Operating income...........     145,814       1,610           4,005            21,835          173,264
  Nonoperating income, net...          --       4,005          (4,005)               --               --
                               ----------    --------         -------         ---------       ----------
  Income before interest
     expense, minority
     interests and income
     taxes...................     145,814       5,615              --            21,835          173,264
  Interest expense...........     (59,163)     (6,872)             --            (6,360)(27)     (72,395)
                               ----------    --------         -------         ---------       ----------
  Income (loss) before income
     taxes...................      86,651      (1,257)             --            15,475          100,869
  Income tax benefit.........         879         520              --              (520)(28)         879
  Minority interests.........        (979)         92              --              (284)(29)      (1,171)
                               ----------    --------         -------         ---------       ----------
  Income (loss) from
     continuing operations...  $   86,551    $   (645)        $    --         $  14,671       $  100,577
                               ==========    ========         =======         =========       ==========
  General Partner's interest
     in income from
     continuing operations...  $      866                                                     $    1,006
                               ==========                                                     ==========
  Limited partners' interest
     in income from
     continuing operations...  $   85,685                                                     $   99,571
                               ==========                                                     ==========
  Income per limited partner
     unit -- basic and
     diluted.................  $     1.94                                                     $     2.14
                               ==========                                                     ==========
  Average limited partner
     units outstanding --
     basic and diluted
     (thousands).............      44,149                                         2,357(30)       46,506
                               ==========                                     =========       ==========	

See accompanying notes to unaudited pro forma condensed combined financial statements.
39

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 2000
 (THOUSANDS OF DOLLARS, EXCEPT PER UNIT)

                                     (2)          (2)          (22)
                                  HISTORICAL   HISTORICAL    CHANGES                             PRO             PRO
                                   AMERIGAS     COLUMBIA        IN             (23)             FORMA           FORMA
                                   PARTNERS     PROPANE     ACCOUNTING   RECLASSIFICATIONS   ADJUSTMENTS       COMBINED
                                  ----------   ----------   ----------   -----------------   -----------      ----------
Revenues:
  Propane.......................  $1,022,967    $287,289     $    --         $     --         $     --        $1,310,256
  Other.........................      97,089      25,583      (4,781)              --               --           117,891
                                  ----------    --------     -------         --------         --------        ----------
                                   1,120,056     312,872      (4,781)              --               --         1,428,147
                                  ----------    --------     -------         --------         --------        ----------
Costs and expenses:
  Cost of sales -- propane......     586,905     172,891          --               --               --           759,796
  Cost of sales -- other........      41,376      11,303      (1,870)              --               --            50,809
  Operating and administrative
    expenses....................     342,720     117,738      (7,010)              --              900(24)       454,348
  Columbia Energy Group
    charges.....................          --       6,071          --               --           (6,071)(25)           --
  Depreciation and
    amortization................      67,381      24,976       4,307               --          (13,962)(26)       82,702
  Other income, net.............      (8,533)         --          --           (4,619)              --           (13,152)
                                  ----------    --------     -------         --------         --------        ----------
                                   1,029,849     332,979      (4,573)          (4,619)         (19,133)        1,334,503
                                  ----------    --------     -------         --------         --------        ----------
  Operating income (loss).......      90,207     (20,107)       (208)           4,619           19,133            93,644
  Nonoperating income, net......          --       4,619          --           (4,619)              --                --
                                  ----------    --------     -------         --------         --------        ----------
  Income (loss) before interest
    expense, minority interests
    and income taxes............      90,207     (15,488)       (208)              --           19,133            93,644
  Interest expense..............     (74,764)    (12,637)         --               --           (6,131)(27)      (93,532)
                                  ----------    --------     -------         --------         --------        ----------
  Income (loss) before income
    taxes.......................      15,443     (28,125)       (208)              --           13,002               112
  Income tax benefit............          15      11,616          --               --          (11,616)(28)           15
  Minority interests............        (262)        114          --               --              (32)(29)         (180)
                                  ----------    --------     -------         --------         --------        ----------
  Income (loss) from continuing
    operations..................  $   15,196    $(16,395)    $  (208)        $     --         $  1,354        $      (53)
                                  ==========    ========     =======         ========         ========        ==========
  General Partner's interest in
    income (loss) from
    continuing operations.......  $      152                                                                  $       (1)
                                  ==========                                                                  ==========
  Limited partners' interest in
    income (loss) from
    continuing operations.......  $   15,044                                                                  $      (52)
                                  ==========                                                                  ==========
  Income (loss) per limited
    partner unit -- basic and
    diluted.....................  $     0.36                                                                  $     0.00
                                  ==========                                                                  ==========
  Average limited partner units
    outstanding -- basic and
    diluted (thousands).........      41,969                                                     2,357(30)        44,326
                                  ==========                                 ========         ========        ==========	

See accompanying notes to unaudited pro forma condensed combined financial statements.
40

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
 (THOUSANDS OF DOLLARS)
1. On August 21, 2001, AmeriGas Partners, through its subsidiary AmeriGas Propane, acquired the propane distribution businesses of Columbia Energy Group in a series of equity and asset purchase transactions pursuant to the terms of the Purchase Agreement dated January 30, 2001 and amended and restated on August 7, 2001 ("Columbia Purchase Agreement") by and among Columbia Energy Group, CP Holdings, Inc., Columbia Propane, Columbia Propane, L.P., AmeriGas Partners, AmeriGas Propane and our general partner, AmeriGas Propane, Inc. The acquired businesses were principally conducted through Columbia Propane, and its approximate 99%-owned subsidiary, Columbia Propane, L.P. Pursuant to the Columbia Purchase Agreement, AmeriGas Propane acquired substantially all of the assets of Columbia Propane, including an indirect 1% general partner interest and a direct, approximate 99% limited partnership interest in Columbia Propane, L.P. In addition, AmeriGas Propane (1) became the payee under a $138,000 intercompany note of Columbia Propane, L.P. due in July 2009 and (2) made a capital contribution to Columbia Propane, L.P. of operating assets with a net agreed value of approximately $280,000 in exchange for a limited partnership interest of equal value.
The purchase price for Columbia Propane consisted of $201,750 in cash. In addition, AmeriGas Propane agreed to pay Columbia Energy Group for the amount of working capital, as defined, in excess of $23,000. The Columbia Purchase Agreement also provided for the purchase by Columbia Energy Group of limited partnership interests in AmeriGas Propane valued at $50,000 for $50,000 in cash, which interests were exchanged for 2,356,953 Common Units of AmeriGas Partners having an estimated fair value of $54,422. Concurrently with the acquisition, AmeriGas Partners issued $200,000 of 8 7/8% notes the net proceeds of which were contributed to AmeriGas Propane to finance the acquisition of Columbia Propane, to fund related fees and expenses, and to repay debt outstanding under AmeriGas Propane's Bank Credit Agreement.
The purchase price for Columbia Propane and its allocation to assets acquired and liabilities assumed in the unaudited condensed combined pro forma balance sheet at June 30, 2001, are as follows:
Purchase price:

Cash paid to Columbia Energy Group and Columbia Propane at
  closing...................................................  $201,750
Proceeds from sale of AmeriGas Propane limited partnership
  interests to Columbia Energy Group........................   (50,000)
Fair value of AmeriGas Partners Common Units issued to
  Columbia Energy Group in exchange for AmeriGas Propane
  limited partnership interests.............................    54,422
Working capital payment to Columbia Energy Group............    12,714
Acquisition-related accruals................................    17,135
                                                              --------
Total purchase price........................................  $236,021
                                                              ========	

Allocation of purchase price based upon estimated fair values:

Working capital.............................................    $ 36,053
Property, plant and equipment...............................     179,459
Customer relationships and noncompete agreements............      20,769
Other assets and liabilities, net...........................        (260)
                                                                --------
                                                                $236,021
                                                                ========	

The Unaudited Pro Forma Condensed Combined Financial Statements do not give effect to any potential cost savings or operational efficiencies expected to result from the acquisition. The Unaudited Pro Forma Condensed Combined Financial Statements are not necessarily indicative of the operating results or financial position that would have occurred had the acquisition been completed as of the dates indicated, nor are they necessarily indicative of future operating results or financial position. The purchase accounting
41

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
adjustments made in connection with the Unaudited Pro Forma Condensed Combined Financial Statements are preliminary and have been made solely for purposes of developing the pro forma financial information.
2. These columns represent the historical financial position and results of operations of AmeriGas Partners and Columbia Propane. AmeriGas Partners' unaudited balance sheet was derived from the unaudited condensed consolidated balance sheet included in AmeriGas Partners' Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001, filed with the Commission on August 14, 2001. The Columbia Propane unaudited consolidated balance sheet was derived from unaudited consolidated financial statements. The AmeriGas Partners' consolidated statements of operations for the nine months ended June 30, 2001, and for the fiscal year ended September 30, 2000, were derived from information provided in the Quarterly Report on Form 10-Q filed with the Commission on August 14, 2001, and the Annual Report on Form 10-K filed with the Commission on December 22, 2000, respectively.
The unaudited consolidated statement of operations of Columbia Propane for the nine months ended June 30, 2001, was derived by combining the unaudited consolidated statement of operations of Columbia Propane for the last three months of the year ended December 31, 2000, with the unaudited consolidated statement of operations for the six months ended June 30, 2001. The Columbia Propane unaudited consolidated statement of operations for the twelve months ended September 30, 2000, was derived by combining the first nine months of the Columbia Propane unaudited consolidated statement of operations for the year ended December 31, 2000, with the last three months of the Columbia Propane unaudited consolidated statement of operations for the year ended December 31, 1999.
3. It has been assumed for purposes of the unaudited pro forma condensed combined balance sheet that the acquisition of Columbia Propane occurred as of June 30, 2001 and, for purposes of the unaudited pro forma condensed combined statements of operations that the acquisition of Columbia Propane occurred as of October 1, 1999.
4. Reflects pro forma adjustments to cash and cash equivalents as follows:

Cash investments of Columbia Propane retained by Columbia
  Energy Group..............................................  $    (358)
Proceeds from issuance of 8 7/8% notes......................    200,000
Cash contributions by the General Partner...................      3,060
Net cash payments to Columbia Energy Group pursuant to the
  purchase agreement........................................   (151,750)
Cash payment to Columbia Energy Group for working capital
  purchased in excess of $23,000............................    (12,714)
Prepayment of borrowings outstanding under AmeriGas Propane
  bank credit agreement.....................................    (26,286)
Payment of transaction fees and expenses....................    (12,310)
                                                              ---------
                                                              $    (358)
                                                              =========	

5. Reflects pro forma adjustment to eliminate receivable from Columbia Energy Group not acquired.
6. Reflects pro forma adjustments to record inventories acquired at fair value.
7. Reflects pro forma adjustment to eliminate income tax receivable from Columbia Energy Group not acquired.
8. Reflects pro forma adjustment to eliminate other current assets of Columbia Propane not acquired.
42

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
9. Reflects pro forma adjustments to record property, plant and equipment acquired at fair value as follows:

To record fair value of Columbia Propane property, plant and
  equipment.................................................  $179,459
Eliminate historical cost of net property, plant and
  equipment of Columbia Propane.............................  (195,352)
                                                              --------
                                                              $(15,893)
                                                              ========	

10. Reflects pro forma adjustments to record intangible assets at fair value:

Allocation of purchase price to customer relationship and
  noncompete agreement intangibles..........................  $  20,769
Eliminate historical cost of goodwill, customer lists and
  noncompete agreements of Columbia Propane.................   (120,204)
                                                              ---------
                                                              $ (99,435)
                                                              =========	

11. Reflects pro forma adjustments to reflect debt issue costs paid at closing in conjunction with issuance of AmeriGas Partners' 8 7/8% notes.
12. Reflects pro forma adjustment for repayment of amounts outstanding under AmeriGas Propane's revolving credit agreement with excess proceeds from issuance of AmeriGas Partners' 8 7/8% notes.
13. Reflects pro forma adjustment to eliminate liabilities not assumed in the acquisition.
14. Reflects pro forma adjustment to eliminate liabilities not assumed in the acquisition.
15. Reflects pro forma adjustments to eliminate liabilities not assumed, to record acquisition-related accruals, and to pay transaction fees and expenses at closing as follows:

Elimination of liabilities not assumed......................  $(6,429)
Employee-severance accruals.................................    5,063
Transaction fees and expenses...............................    6,000
Other accruals..............................................    6,073
Payment of transaction fees and expenses....................   (7,810)
                                                              -------
                                                              $ 2,897
                                                              =======	

16. Reflects pro forma adjustments to long-term debt as follows:

Issuance of 8 7/8% notes of AmeriGas Partners...............  $ 200,000
Repayments of borrowings under AmeriGas Propane's
  acquisition facility with excess proceeds from issuance of
  AmeriGas Partners' 8 7/8% notes...........................    (17,286)
Eliminate long-term debt of Columbia Propane not assumed....   (111,168)
                                                              ---------
                                                              $  71,546
                                                              =========	

17. Reflects elimination of deferred income taxes because substantially all of the acquired business assets of Columbia Propane will be operated within a partnership structure.
18. Reflects pro forma adjustment to eliminate liabilities not assumed.
19. Reflects cash capital contributions made by the General Partner to AmeriGas Propane.
20. To eliminate stockholder's equity of Columbia Propane.
43

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
21. Reflects pro forma adjustments to partners' capital as follows:

Fair value of 2,356,953 AmeriGas Partners Common Units
  issued to Columbia Energy Group in conjunction with the
  acquisition...............................................  $54,422
Cash capital contribution by the General Partner to AmeriGas
  Partners..................................................      550
                                                              -------
                                                              $54,972
                                                              =======	

22. This column includes adjustments to the historical results of operations of AmeriGas Partners to give retroactive effect to AmeriGas Partners' change in accounting for tank installation costs and customer tank fees. Both of these accounting changes were adopted by AmeriGas Partners effective October 1, 2000.
23. Reflects reclassifications of amounts included on Columbia Propane's statement of operations to conform to AmeriGas Partners' income statement presentation.
24. Reflects pro forma adjustment for estimated incremental general and administrative costs of the General Partner billed to AmeriGas Partners resulting from the acquisition.
25. Reflects the elimination of corporate overhead charges allocated by Columbia Energy Group to Columbia Propane.
26. Reflects pro forma adjustments to depreciation and amortization expense as follows:
NINE MONTHS ENDED JUNE 30, 2001:

Eliminate historical depreciation and amortization expense
  of Columbia Propane.......................................  $(16,664)
Depreciation and amortization expense reflecting preliminary
  allocation of purchase price:
Depreciation expense on allocated property, plant and
  equipment.................................................     6,942
Amortization expense on customer relationship and noncompete
  agreement intangibles (5 to 15 years).....................     1,319
                                                              --------
                                                              $ (8,403)
                                                              ========	

YEAR ENDED SEPTEMBER 30, 2000:

Eliminate historical depreciation and amortization expense
  of Columbia Propane.......................................  $(24,976)
Depreciation and amortization expense reflecting preliminary
  allocation of purchase price:
Depreciation expense on allocated property, plant and
  equipment.................................................     9,256
Amortization expense on customer relationship and noncompete
  agreement intangibles (5 to 15 years).....................     1,758
                                                              --------
                                                              $(13,962)
                                                              ========	

44

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
27. Reflects pro forma adjustments to interest expense as follows:
NINE MONTHS ENDED JUNE 30, 2001:

Eliminate interest expense on Columbia Propane debt not
  assumed...................................................  $  6,281
Eliminate interest expense on bank credit agreement
  borrowings repaid from excess proceeds from issuance of
  AmeriGas Partners' 8 7/8% notes...........................     1,275
Add interest expense on AmeriGas Partners' 8 7/8% notes.....   (13,313)
Amortize debt issue costs on AmeriGas Partners' 8 7/8%
  notes.....................................................      (603)
                                                              --------
                                                              $ (6,360)
                                                              ========	

YEAR ENDED SEPTEMBER 30, 2000:

Eliminate interest expense on Columbia Propane debt not
  assumed...................................................  $ 10,723
Eliminate interest expense on bank credit agreement
  borrowings repaid from excess proceeds from issuance of
  AmeriGas Partners' 8 7/8% notes...........................     1,700
Add interest expense on AmeriGas Partners' 8 7/8% notes.....   (17,750)
Amortize debt issue costs on AmeriGas Partners' 8 7/8%
  notes.....................................................      (804)
                                                              --------
                                                              $ (6,131)
                                                              ========	

28. Reflects pro forma adjustments to eliminate income taxes because substantially all of the acquired business assets of Columbia Propane will be operated within a partnership structure.
29. To adjust minority interest to reflect the impact of the pro forma adjustments on minority shareholders' equity in results of operations.
30. To reflect issuance of 2,356,953 AmeriGas Partners Common Units issued to Columbia Energy Group in conjunction with the acquisition.
45

BUSINESS AND PROPERTIES
PRODUCTS, SERVICES AND MARKETING
Upon completion of the Columbia Propane acquisition, we became the largest propane distributor in the United States, serving approximately one million customers from approximately 700 district locations in 46 states. Our operations are located primarily in the East Coast, Southeast, Mid-West, Mountain Central and West Coast regions of the United States. We also sell, install and service propane appliances, including heating systems. In some markets, we also install and service propane fuel systems for motor vehicles. Typically, district locations are found in suburban and rural areas where natural gas is not available. Districts generally consist of an office, appliance showroom, warehouse and service facilities, with one or more 18,000 to 30,000 gallon storage tanks on the premises. As part of our overall transportation and distribution infrastructure, we operate as an interstate carrier in 48 states throughout the United States and are also licensed as a carrier in Canada.
We sell propane primarily to five markets: residential, commercial/industrial, motor fuel, agricultural and wholesale. For fiscal year 2000, approximately 75% of total propane gallons we sold were to retail customers, while the remaining 25% were to wholesale customers. In fiscal year 2000, residential customers accounted for 30% of total propane gallons we sold; industrial/commercial customers, 28%; motor fuel customers, 11%; and agricultural customers, 6%. Although sales to residential customers represented only 30% of total propane gallons sold, they accounted for 49% of our total propane margin, reflecting the higher margins for this segment of the market. No single customer accounted for 1% or more of our consolidated revenues for fiscal year 2000.
In the residential market, which includes both conventional and mobile homes, propane is used primarily for home heating, water heating and cooking purposes. Commercial users, which include motels, hotels, restaurants and retail stores, generally use propane for the same purposes as residential customers. Sales of PPX cylinders to retailers are included in the commercial/industrial market. Industrial customers use propane to fire furnaces, as a cutting gas and in other process applications. Other industrial customers are large-scale heating accounts and local gas utility customers who use propane as a supplemental fuel to meet peak load deliverability requirements. As a motor fuel, propane is burned in internal combustion engines that power over-the-road vehicles, forklifts and stationary engines. Agricultural uses include tobacco curing and crop drying.
Retail deliveries of propane are usually made to customers by means of bobtail and rack trucks. Propane is pumped from the bobtail truck, which generally holds 2,400 to 3,000 gallons of propane, into a stationary storage tank on the customer's premises. We own most of these storage tanks and lease them to our customers. The capacity of these tanks ranges from approximately 100 gallons to approximately 1,200 gallons.
We also deliver propane to retail customers in portable cylinders with capacities of 4 to 30 gallons. Some of these deliveries are made to the customer's location, where empty cylinders are either picked up for replenishment or filled in place. Our PPX Prefilled Propane Xchange program enables customers to exchange their empty 20-pound propane grill cylinders at various retail locations such as home centers and convenience stores. We continue to expand our PPX Prefilled Propane Xchange program. This program is available at approximately 16,500 retail locations throughout the country. In our wholesale operations, we principally sell propane to large industrial end-users and other propane distributors.
PROPANE SUPPLY AND STORAGE
Supplies of propane from our sources historically have been readily available. During our fiscal year ended September 30, 2000, we purchased approximately 65% of our propane from 10 suppliers, including Enterprise Products Operating LP (approximately 18%), the BP companies (approximately 17%) and Dynegy Inc. (approximately 13%). Management believes that if supplies from these sources were interrupted, we would be able to secure adequate propane supplies from other sources without a material disruption of our operations; however, the cost of procuring replacement supplies might be materially
46

higher and, at least on a short-term basis, our margins could be affected. Aside from Enterprise Products, the BP companies and Dynegy, no single supplier provided more than 10% of our total propane supply in fiscal year 2000. In certain market areas, however, some suppliers provide 70% to 80% of our requirements. Disruptions in supply in these areas could also have an adverse impact on our margins.
We have over 200 sources of supply and we also make purchases on the spot market. We purchase our propane supplies from domestic and international suppliers. Over 90% of our propane purchases in fiscal year 2000 were on a contractual basis under one- or two-year agreements subject to annual review. More than 90% of those supply contracts provide for pricing based upon posted prices at the time of delivery or the current prices established at major storage points such as Mont Belvieu, Texas or Conway, Kansas. In addition, some agreements provide maximum and minimum seasonal purchase volume guidelines. The percentage of contract purchases, and the amount of supply contracted for at fixed prices, will vary from year to year as determined by our general partner. We use a number of interstate pipelines, as well as railroad tank cars, delivery trucks and barges to transport propane from suppliers to storage and distribution facilities. We store propane at facilities in several states.
Because our profitability is sensitive to changes in wholesale propane costs, we generally seek to pass on increases in the cost of propane to customers. There is no assurance, however, that we will always be able to pass on product cost increases fully, particularly when product costs rise rapidly. For example, when the Mont Belvieu monthly average price per gallon of propane increased from $0.469 in April 2000 to $0.776 in December 2000, we were able to maintain our profitability through the use of risk management techniques designed to control product costs and by passing product cost increases through to end users. Our general partner has adopted supply acquisition and product price risk management practices to reduce the effect of price volatility on product costs. These practices currently include the use of summer storage, prepaid contracts for future product delivery and derivative commodity instruments, such as options and propane price swaps.
47

The following graph shows the average prices of propane on the propane spot market during the last five fiscal years at Mont Belvieu, Texas and Conway, Kansas, two major storage areas.
[AVERAGE PROPANE SPOT MARKET PRICES LINE GRAPH]

                                                                        MONT BELVIEU                          CONWAY
                                                                        ------------                          ------
Oct-96                                                                     51.57                              51.53
                                                                           58.05                              63.41
                                                                           61.04                              84.29
                                                                           47.45                              63.39
Feb-97                                                                     38.71                              39.02
                                                                           38.50                              37.26
                                                                           34.88                              35.26
                                                                           35.31                              36.48
Jun-97                                                                     34.43                              35.86
                                                                           34.91                              34.63
                                                                           37.03                              36.53
                                                                           38.68                              37.95
Oct-97                                                                     39.83                              37.32
                                                                           35.95                              35.00
                                                                           33.57                              31.36
                                                                           30.07                              28.21
Feb-98                                                                     29.79                              28.32
                                                                           27.39                              27.84
                                                                           29.06                              29.47
                                                                           27.42                              27.82
Jun-98                                                                     24.42                              24.84
                                                                           24.54                              24.55
                                                                           24.12                              23.87
                                                                           24.83                              24.04
Oct-98                                                                     25.72                              24.57
                                                                           24.79                              23.20
                                                                           20.89                              18.72
                                                                           21.75                              19.61
Feb-99                                                                     22.43                              20.58
                                                                           24.10                              23.40
                                                                           28.26                              27.58
                                                                           28.31                              26.88
Jun-99                                                                     30.95                              28.68
                                                                           37.26                              34.62
                                                                           40.51                              37.56
                                                                           43.18                              42.40
Oct-99                                                                     45.46                              43.39
                                                                           43.44                              38.78
                                                                           42.83                              35.10
                                                                           56.11                              42.32
Feb-00                                                                     59.72                              47.26
                                                                           51.13                              47.65
                                                                           46.88                              43.64
                                                                           51.31                              50.81
Jun-00                                                                     55.47                              56.22
                                                                           54.88                              56.29
                                                                           58.54                              63.52
                                                                           64.21                              70.95
Oct-00                                                                     61.82                              64.05
                                                                           60.71                              60.45
                                                                           77.63                              79.75
                                                                           77.27                              83.03
Feb-01                                                                     59.39                              63.03
                                                                           54.94                              57.12
                                                                           54.37                              60.26
                                                                           51.20                              56.90
Jun-01                                                                     43.17                              47.70
                                                                           38.87                              43.27
                                                                           41.54                              45.71
Sept-01                                                                    41.67                              46.53	

PROPERTIES
As of September 30, 2000, we owned approximately 83% of our district locations. In addition, we sublease three one-million barrel underground storage caverns in Arizona to store propane and butane for ourselves and third parties. We also lease a 600,000 barrel refrigerated, above-ground storage facility in California, which could be used in connection with waterborne imports or exports of propane or butane. The California facility, which we operate, is currently subleased to several refiners for the storage of butane.
The transportation of propane requires specialized equipment. The trucks and railroad tank cars utilized for this purpose carry specialized steel tanks that maintain the propane in a liquefied state. As of September 30, 2000, we operated a fleet of approximately 165 transport trucks, 40% of which are leased. We owned approximately 320 transport trailers and leased 270 railroad tank cars. In addition, our fleet included over 2,600 bobtail and rack trucks and approximately 1,800 other delivery and service vehicles. Approximately 38% of these vehicles were owned. Other assets owned as of September 30, 2000 included more than one million stationary storage tanks with typical capacities of 100 to 1,000 gallons and over 1.3 million portable propane cylinders with typical capacities of 4 to 100 gallons. We also owned more than 2,200 large volume tanks which are used for our own storage requirements.
48

MANAGEMENT
As is commonly the case with publicly traded master limited partnerships, we do not employ any of the persons responsible for managing or operating us, but instead reimburse our general partner and its affiliates for their services. The following table sets forth certain information as of November 1, 2001, regarding the executive officers and directors of our general partner. Directors are elected annually by our general partner's sole shareholder, AmeriGas, Inc., a Pennsylvania corporation, and hold office until their successors are duly elected and qualified. AmeriGas, Inc. is a wholly owned subsidiary of UGI Corporation. Each executive officer named in the following table has been elected to serve until his successor is duly appointed or elected or until the earlier of his death, removal or resignation from office. There are no family relationships between any of the directors or any of the executive officers or between any of the executive officers and any of the directors.

NAME                                   AGE              POSITION WITH THE GENERAL PARTNER
----                                   ---              ---------------------------------
Lon R. Greenberg.....................  51     Chairman of the Board of Directors
Eugene V.N. Bissell..................  48     President, Chief Executive Officer, and Director
Thomas F. Donovan....................  68     Director
Richard C. Gozon.....................  63     Director
William J. Marrazzo..................  52     Director
James W. Stratton....................  64     Director
Stephen A. Van Dyck..................  58     Director
Roger B. Vincent.....................  56     Director
Martha B. Lindsay....................  49     Vice President -- Finance and Chief Financial Officer
Brendan P. Bovaird...................  53     Vice President and General Counsel
Richard R. Eynon.....................  54     Controller and Chief Accounting Officer
R. Paul Grady........................  48     Senior Vice President -- Operations and Chief
                                              Operating Officer
William D. Katz......................  48     Vice President -- Human Resources
Robert H. Knauss.....................  48     Vice President -- Law, Associate General Counsel and
                                                Corporate Secretary
David L. Lugar.......................  44     Vice President -- Supply and Logistics
Carey M. Monaghan....................  50     Vice President -- Business Transformation and
                                              Marketing	

Mr. Greenberg is a director (since 1994) and Chairman of the general partner. He previously served as President and Chief Executive Officer of the general partner from 1996 until July 2000. He is also a director (since 1994) and Chairman (since 1996), Chief Executive Officer (since 1995), and President (since 1994) of UGI Corporation, having previously been Senior Vice President -- Legal and Corporate Development of UGI (1989 to 1994). Mr. Greenberg previously served as Vice President and General Counsel of AmeriGas, Inc. (1984 to 1994). He also serves as a director of UGI Utilities, Inc.
Mr. Bissell is President, Chief Executive Officer and a director of the general partner (since July 2000). He previously served as Senior Vice President -- Sales and Marketing of the general partner (October 1999 to July 2000), having served as Vice President -- Sales and Operations (1995 to 1999). Previously, he was Vice President -- Distributors and Fabrication, BOC Gases
(1995), having been Vice President -- National Sales (1993 to 1995) and Regional Vice President (Southern Region) for Distributor and Cylinder Gases Division, BOC Gases (1989 to 1993). From 1981 to 1987, Mr. Bissell held various positions with UGI Corporation and its subsidiaries, including Director, Corporate Development. He is currently President-Elect and a member of the Board of Directors of the National Propane Gas Association.
Mr. Donovan was elected a director of the general partner on April 25, 1995. He retired as Vice Chairman of Mellon Bank on January 31, 1997, a position he had held since 1988. He also serves as a director of UGI Corporation, UGI Utilities, Inc. and Nuclear Electric Insurance Ltd.
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Mr. Gozon was elected a director of the general partner on February 24, 1998. He is Executive Vice President of Weyerhaeuser Company (an integrated forest products company), a position he has held since 1994. Mr. Gozon was formerly a director (1984 to 1993), President and Chief Operating Officer of Alco Standard Corporation (a provider of paper and office products) (1988 to 1993); Executive Vice President and Chief Operating Officer (1987); Vice President (1982 to 1988); and President (1979 to 1987) of Paper Corporation of America. He also serves as a director of UGI Corporation, UGI Utilities, Inc., AmeriSource Bergen Corp. and Triumph Group, Inc.
Mr. Marrazzo was elected a director of the general partner on April 23, 2001. He is Chief Executive Officer and President of WHYY, Inc., a public television and radio company in the nation's fourth largest market (since 1997). Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc. (1988-1997); Water Commissioner for the Philadelphia Water Department (1971-1988) and Managing Director for the City of Philadelphia (1983). He also serves as a director of Tenet Health Corp.-Hahnemann University Hospital.
Mr. Stratton was elected a director of the general partner on April 25, 1995. He has been the Chairman, Chief Executive Officer and a director of Stratton Management Company (investment advisory and financial consulting firm) since 1972. He has also been Chairman and a director of EFI (financial services firm) since 1979. In addition, Mr. Stratton is a director of UGI Corporation, UGI Utilities, Inc., Stratton Growth Fund, Inc., Stratton Monthly Dividend REIT Shares, Inc., Stratton Small-Cap Value Fund, Teleflex, Inc. and BE&K, Inc.
Mr. Van Dyck was elected a director of the general partner on June 15, 1995. He is Chairman of the Board and Chief Executive Officer of Maritrans Inc. (since 1987), the nation's largest independent marine transporters of petroleum. He also serves as Chairman of the Board of West of England Mutual Insurance Association.
Mr. Vincent was elected a director of the general partner on January 8, 1998. He is President of Springwell Corporation, a corporate finance advisory firm (since 1989). Mr. Vincent served in various capacities at Bankers Trust Company (1971 to 1989), including managing director (1984 to 1989). He is also a trustee of the GCG Trust of the Golden American Life Insurance Company, a management investment company registered under the Investment Company Act of 1940 and a subsidiary of the ING Group.
Ms. Lindsay was elected Vice President -- Finance and Chief Financial Officer of the general partner on January 5, 1998. She previously served as Vice President and Treasurer (1994 to 1997) and as Treasurer (1994) of Tambrands Inc., a manufacturer of personal products. Prior to 1994, Ms. Lindsay held the positions of Director of Business Development (1987 to 1989) and Assistant Treasurer (1990 to 1993) at Tambrands, Inc.
Mr. Bovaird is Vice President and General Counsel of the general partner (since 1995). He is also Vice President and General Counsel of UGI Corporation, UGI Utilities, Inc. and AmeriGas, Inc. (since 1995). Mr. Bovaird previously served as Division Counsel and Member of the Executive and Operations Committees of Wyeth-Ayerst International Inc. (1992 to 1995) and Senior Vice President, General Counsel and Secretary of Orion Pictures Corporation (1990 to 1991).
Mr. Eynon was elected Controller and Chief Accounting Officer of the general partner on January 5, 1998. Prior to his election, Mr. Eynon was Controller of the general partner (March 1997 to January 1998) and Assistant Controller of UGI Corporation (1985 to 1997). Previously, he was a Senior Manager with Price Waterhouse.
Mr. Grady is Senior Vice President -- Operations of the general partner (since October 1999) and Chief Operating Officer (since July 2000), having served as Vice President -- Sales and Operations (1995 to 1999). Previously, he was Vice President -- Corporate Development of UGI Corporation (1994 to 1995) and Director, Corporate Development (1990 to 1994). Mr. Grady was previously Director, Corporate Development Services of Campbell Soup Company (1985 to 1990).
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Mr. Katz is Vice President -- Human Resources of the general partner (since December 1999), having served as Vice President -- Corporate Development (1996 to 1999). Previously, he was Vice President -- Corporate Development of UGI Corporation (1995 to 1996). Prior to joining UGI Corporation, Mr. Katz was Director of Corporate Development with Campbell Soup Company for over five years. He also practiced law for approximately 10 years, first with the firm of Jones, Day, Reavis & Pogue, and later in the Legal Department at Campbell Soup Company.
Mr. Knauss is Vice President -- Law and Associate General Counsel of the general partner (since 1996), having served as Corporate Secretary (since 1994) and Group Counsel -- Propane (1989 to 1996) of UGI Corporation. He joined UGI Corporation as Associate Counsel in 1985. Before joining UGI Corporation, Mr. Knauss was an associate at the firm of Ballard, Spahr, Andrews & Ingersoll in Philadelphia, Pennsylvania.
Mr. Lugar is Vice President -- Supply and Logistics of the general partner (since September 2000). Previously, he served as Director -- NGL Marketing for Conoco, Inc., where he spent 20 years in increasingly responsible positions in propane marketing, operations, and supply.
Mr. Monaghan is Vice President -- Business Transformation and Marketing of the general partner (since May 2000). Prior to joining AmeriGas Partners, he was Vice President -- General Manager, Dry Soup for Campbell Soup Company (since 1997), where he also served as a Business Director and General Manager of a number of Campbell Soup Divisions for almost 10 years.
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DESCRIPTION OF OTHER INDEBTEDNESS
10 1/8% SENIOR NOTES
We currently have outstanding $85 million aggregate principal amount of 10 1/8% senior notes due 2007. These notes were issued pursuant to an indenture dated as of April 19, 1995, with First Union National Bank, as trustee. The 10 1/8% senior notes are our senior unsecured obligations and rank senior in right of payment to all of our existing and future subordinated indebtedness and pari passu in right of payment with all of our existing and future senior indebtedness, including the notes. They are effectively subordinated to all secured and unsecured indebtedness and other liabilities of the operating partnership and its subsidiaries. Except for maturity, the terms of the indenture governing the 10 1/8% senior notes are substantially similar to the terms in the indenture governing the notes.
FIRST MORTGAGE NOTES
Our operating partnership currently has outstanding $600 million aggregate principal amount of Series A through Series E first mortgage notes that are structurally senior to the claims of the holders of the notes being offered hereby. Our general partner is a co-obligor of the first mortgage notes.
The operating partnership's obligations under the first mortgage notes are secured, on an equal and ratable basis, with its obligations under the bank credit facilities, by a mortgage on substantially all of the real property, operating facilities, equipment and other assets of the operating partnership. The first mortgage notes have maturity dates ranging from 2005 to 2010, and bear interest at rates ranging from 9.34% to 11.71% for the Series A Notes and rates of 10.07%, 8.83%, 7.11% and 8.50% for the Series B through Series E notes, respectively. The Series A through Series E first mortgage notes require annual principal payments, without premium, of approximately:
- $60.0 million in fiscal year 2002;
- $53.8 million in each fiscal year from 2003 through 2008;
- $123.8 million in fiscal year 2009; and
- $93.8 million in fiscal year 2010.
The operating partnership may, at its option, and upon the disposition of assets may be required to, offer to prepay the first mortgage notes, in whole or in part. These prepayments may be at a premium.
The agreements governing the first mortgage notes contain various negative and affirmative covenants that apply to the operating partnership. These restrictions limit our ability and the ability of the operating partnership to:
- incur other indebtedness;
- engage in transactions with affiliates;
- incur liens;
- make restricted payments;
- enter into business combinations and asset sale transactions;
- engage in new lines of business; and
- make investments.
The agreements also require the operating partnership to maintain specified financial ratios and satisfy various financial conditions. In the event of a default under the first mortgage notes, the first mortgage noteholders may accelerate the maturity under the first mortgage notes and cause all outstanding amounts to become immediately due and payable.
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Under the first mortgage note agreements, so long as no default exists or would result, the operating partnership is permitted to make quarterly cash distributions to us. In the quarter before a quarter in which an interest payment is due on the first mortgage notes, the operating partnership is required to reflect a reserve equal to 50% of the interest to be paid, thereby reducing the amount of cash it may distribute to us in that quarter.
BANK CREDIT FACILITIES
Our operating partnership has in place bank credit facilities with a group of commercial banks, with our general partner serving as a co-obligor. The bank credit facilities consist of (1) a $100 million revolving credit facility and
(2) a $75 million acquisition facility. The revolving credit facility may be used for working capital, capital expenditures and interest and distribution payments. The operating partnership may borrow under its acquisition facility to finance the purchase of propane businesses or propane business assets. In addition, effective August 21, 2001, up to $30 million of the acquisition facility may be used for the same purposes as the revolving credit facility. As of June 30, 2001, there were outstanding loans of $9 million under the revolving credit facility and $70 million under the acquisition facility. We paid down a portion of outstanding loans under the bank credit facilities with a portion of the proceeds from the offering of the 8 7/8% notes. The bank credit facilities will terminate on September 15, 2002 unless extended or renewed.
The operating partnership's obligations under the bank credit facilities are secured, on an equal and ratable basis with its obligations under the first mortgage notes, by a mortgage on the same property of the operating partnership as that securing the first mortgage notes. At the operating partnership's option, the bank credit facilities bear interest either at the LIBOR rate plus a margin or a base rate. The bank credit agreement contains covenants, financial ratio requirements and default provisions similar to those contained in the agreements governing the first mortgage notes.
CREDIT AGREEMENT
Our operating partnership also has a credit agreement with the general partner to borrow up to $20 million on an unsecured, subordinated basis, which may be used to fund working capital, capital expenditures and interest and distribution payments. UGI Corporation, the parent of our general partner, has agreed to contribute up to $20 million to the general partner to fund borrowings under this agreement.
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DESCRIPTION OF THE REGISTERED NOTES
GENERAL
AmeriGas Partners, L.P. and AmeriGas Eagle Finance Corp. will issue the registered 10% notes under an indenture dated April 4, 2001 and AmeriGas Partners, L.P. and AP Eagle Finance Corp. will issue the registered 8 7/8% notes under an indenture dated August 21, 2001, in both cases with First Union National Bank, as trustee. The terms of the notes include those stated in the indentures and those made part of the indentures by reference to the Trust Indenture Act of 1939. The terms of each indenture are substantially identical, the terms of each series of notes are substantially identical and the terms of each registration rights agreement are substantially identical, except, in each case, as otherwise noted.
Certain terms used in this description are defined under the subheading "Certain Definitions." For purposes of this description:
- the "Partnership" refers to AmeriGas Partners, L.P.;
- with respect to the 10% notes, the words "we," "us," "our" and "ourselves" refer to AmeriGas Partners, L.P. and AmeriGas Eagle Finance Corp., the co-issuers of the 10% notes, and with respect to the 8 7/8% notes, the words "we," "us," "our" and "ourselves" refer to AmeriGas Partners, L.P. and AP Eagle Finance Corp., the co-issuers of the 8 7/8% notes;
- the "Operating Partnership" refers to AmeriGas Propane, L.P.; and
- the "General Partner" refers to AmeriGas Propane, Inc.
The following is a summary of the material provisions of the indentures, the notes and the registration rights agreements. We urge you to read the indentures, the notes and the registration rights agreements because they, not this description, define your rights as holders of these notes.
BRIEF DESCRIPTION OF THE NOTES
The notes:
- are our unsecured general joint and several obligations;
- rank senior in right of payment to all our subordinated indebtedness;
- rank equally in right of payment with all our other senior indebtedness;
- are effectively subordinated to claims of creditors, other than claims of the Partnership and preferred stockholders of our Subsidiaries; and
- are non-recourse to the property and assets of the General Partner.
The Partnership is a holding company for its Subsidiaries, with no material operations and no substantial assets other than its approximate 99% limited partnership interest in each of the Operating Partnership and AmeriGas Eagle Propane, L.P. Accordingly, the Partnership is dependent upon the distribution of the earnings of its Subsidiaries, including the Operating Partnership, to service its debt obligations.
As a result of the structural subordination discussed above, noteholders generally will not have any recourse to the Operating Partnership or any of its Subsidiaries or any of their respective assets with respect to amounts due under the notes. However, noteholders may have indirect recourse to the extent the Partnership has rights as a holder of equity interests in the Operating Partnership and its Subsidiaries.
In addition, the noteholders do not have any right to require the Operating Partnership to make distributions to the Partnership. The Operating Partnership Agreement requires, subject to the restrictions imposed by the First Mortgage Note agreements and Bank Credit Facilities, the Operating Partnership to distribute all Available Cash.
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PRINCIPAL, MATURITY AND INTEREST
The registered 10% notes:
- will be issued in registered form, without coupons, and in denominations of $1,000;
- will accrue interest at the annual rate of 10%;
- will pay interest semi-annually in arrears on April 15 and October 15 to holders of record on the immediately preceding April 1 and October 1, commencing on October 15, 2001; and
- will mature on April 15, 2006.
The registered 8 7/8% notes:
- will be issued in registered form, without coupons, and in denominations of $1,000;
- will accrue interest at the annual rate of 8 7/8%;
- will pay interest semi-annually in arrears on May 20 and November 20 to holders of record on the immediately preceding May 5 and November 5, commencing on November 20, 2001; and
- will mature on May 20, 2011.
Subject to our compliance with the covenant described under the caption "-- Certain Covenants -- Limitation on Additional Indebtedness," we are permitted to issue more notes under the indentures governing these notes in an unlimited principal amount. Any additional notes that are actually issued under an indenture will be treated as issued and outstanding notes (and as the same class as the existing notes issued under that indenture) for all purposes under that indenture and this "Description of the Registered Notes" unless the context indicates otherwise.
Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
We will pay principal and interest on the notes at our office or agency, which we maintain in New York City. At our option, we may make payment to the noteholders of interest and liquidated damages, if any, by check mailed to the noteholders at the respective addresses set forth in the register of notes. However, all payments with respect to global notes will be made by wire transfer of immediately available funds to the accounts specified by the holders of the global notes. Until otherwise designated by us, our office or agency in New York will be the office of the trustee maintained for payment purposes.
OPTIONAL REDEMPTION
We may not redeem the 10% notes at our option prior to their maturity.
Except as set forth below, we will not be entitled to redeem the 8 7/8% notes at our option prior to May 20, 2006.
On and after May 20, 2006, we will be entitled at our option to redeem the 8 7/8% notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount) set forth below, plus accrued and unpaid interest on the notes to the applicable redemption date, plus liquidated damages, if any, if redeemed during the twelve-month period beginning on May 20 of the years indicated below:

YEAR                                                          PERCENTAGE
----                                                          ----------
2006........................................................   104.438%
2007........................................................   102.958%
2008........................................................   101.479%
2009 and thereafter.........................................   100.000%	

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In the event that, on or prior to May 20, 2004, the Partnership consummates a public offering of its Capital Stock, other than Redeemable Capital Stock, then within 90 days of the consummation of the public offering the Partnership may, at its option, use the net proceeds of the public offering to redeem 8 7/8% notes at 108.875% of their principal amount, plus accrued and unpaid interest to the applicable redemption date, plus liquidated damages, if any; provided, however, that at least 67% of the principal amount of 8 7/8% notes originally issued, together with any additional notes, are outstanding immediately following the redemption. Only one redemption may be made under this provision.
MANDATORY REDEMPTION; OFFERS TO PURCHASE; OPEN MARKET PURCHASES
We are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, we may be required to offer to purchase the notes as described under the caption "Repurchase at the Option of Holders." We may at any time and from time to time purchase notes in the open market or otherwise.
REPURCHASE AT THE OPTION OF HOLDERS
Change of Control
If new persons take control of the Partnership or the Operating Partnership, you may have the right to have your notes repurchased.
A "change of control" means:
(1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership to any Person or group, as that term is used in Section 13(d)(3) of the Exchange Act, other than
(A) UGI Corporation and its Subsidiaries or
(B) any Person in which UGI Corporation and its Subsidiaries beneficially own at least 51% of that Person's Voting Stock;
(2) the merger or consolidation of the Partnership or the Operating Partnership with another partnership or corporation other than UGI Corporation and its Subsidiaries or any Person of which UGI Corporation and its Subsidiaries beneficially own at least 51% of that Person's Voting Stock;
(3) the liquidation or dissolution of the Partnership or the General Partner; or
(4) the occurrence of any transaction, the result of which is that UGI Corporation and its Subsidiaries beneficially own in the aggregate, directly or indirectly, less than 51% of the Voting Stock of the General Partner.
With respect to the sale of assets referred to in (1) above, the phrase "all or substantially all" as used in the indentures varies according to the facts and circumstances of the subject transaction. It has no clearly established meaning under New York law, which is the law that governs the indentures. Therefore, in some transactions it may be unclear whether a change of control has occurred and whether the notes are subject to a change of control offer.
Upon the occurrence of a change of control, each noteholder will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder's notes pursuant to a change of control offer on the terms set forth in the indentures. In a change of control offer, we will offer a change of control payment in cash equal to 101% of the aggregate principal amount of the notes or portion of notes validly tendered for payment, plus accrued and unpaid interest to the date of purchase.
Within 30 days following any change of control, we will mail a notice to each holder stating:
(1) that the change of control offer is being made in accordance with the covenant entitled "change of control" and that all notes tendered will be accepted for payment;
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(2) the purchase price and the purchase date (the "change of control payment date"), which shall be no earlier than 30 days nor later than 60 days from the date the notice is mailed;
(3) that any note not tendered will continue to accrue interest;
(4) that, unless we default in the payment of the change of control payment, all notes accepted for payment in accordance with the change of control offer will cease to accrue interest after the change of control payment date;
(5) that holders electing to have any notes purchased in accordance with a change of control offer will be required to surrender the notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the notes completed, to the paying agent at the address specified in the notice prior to the close of business on the third business day preceding the change of control payment date;
(6) that holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second business day preceding the change of control payment date, a proper notice setting forth the name of the holder, the principal amount of notes delivered for purchase, and a statement that such holder is withdrawing its election to have such notes purchased; and
(7) that holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1,000.
We will comply with the requirements of Rule 14e-l under the Exchange Act and any other relevant securities laws applicable to the repurchase of notes in connection with a change of control.
On the change of control payment date, we will, to the extent lawful:
(1) accept for payment notes or portions of notes tendered in accordance with the change of control offer;
(2) deposit an amount equal to the change of control payment with the paying agent in respect of all notes or portions of notes properly tendered; and
(3) deliver or cause to be delivered to the trustee the notes so accepted together with an officers' certificate stating the aggregate amount of the notes or portions of notes tendered to us.
The paying agent will promptly mail to each holder of notes so accepted the change of control payment for the notes. The trustee will promptly authenticate and mail to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered. However, each new note will be in a principal amount of $1,000 or an integral multiple of $1,000. We will publicly announce the results of the change of control offer on or as soon as practicable after the change of control payment date.
A noteholder's right to receive the change of control payment may be restricted in the following circumstances:
- under agreements governing the First Mortgage Notes and the Bank Credit Facilities, the Partnership must offer to repay all amounts owing under the First Mortgage Notes if certain events constituting a change of control occur;
- under agreements governing the First Mortgage Notes, the Partnership is restricted in its ability to redeem or repurchase the notes out of distributions of Available Cash from the Operating Partnership; and
- under the agreements governing the First Mortgage Notes and the Bank Credit Facilities, the Operating Partnership is limited in its ability to make distributions to the Partnership, and the Partnership will be limited by its then-existing financial resources to pay cash to the holders of notes upon a repurchase.
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Except as described above with respect to a change of control, the indentures do not contain provisions that permit noteholders to require that we repurchase or redeem the notes in the event of a takeover, recapitalization or similar restructuring. The failure of the Partnership to repurchase the notes upon a change of control offer would constitute an Event of Default under the indentures.
Asset Sales
The Partnership is limited in its ability to sell its assets. This limitation is subject to important exceptions.
"Asset Sales" are defined as the following, whether in a single transaction or a series of related transactions:
- the sale, lease, conveyance or other disposition of any assets other than sales of inventory in the ordinary course of business and consistent with past practice; or
- the issuance or sale of Capital Stock of any Restricted Subsidiaries.
In general, the Partnership and its Restricted Subsidiaries are not permitted to consummate an Asset Sale unless:
(1) the Partnership or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the fair market value, as determined in good faith by the General Partner, of the assets sold or otherwise disposed of; and
(2) at least 80% of the consideration received by the Partnership or the Restricted Subsidiary is in the form of cash; provided
(A) that for purposes of determining the amount of cash received in an Asset Sale, the following will be deemed to be cash:
(i) the amount of any liabilities on the Partnership's or any Restricted Subsidiary's balance sheet that are assumed by the transferee of the assets; and
(ii) the amount of any notes or other obligations received by the Partnership or the Restricted Subsidiary from the transferee that is immediately converted by the Partnership or the Restricted Subsidiary into cash (to the extent of the cash received); and
(B) the 80% limitation will not apply to any Asset Sale in which the cash portion of the consideration received, determined in accordance with the foregoing provisions, is equal to or greater than the after-tax proceeds would have been had the Asset Sale complied with the 80% limitation.
The following transactions will not be considered Asset Sales:
(1) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to a Wholly Owned Restricted Subsidiary of the Partnership;
(2) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to any Person in exchange for other assets used in a permitted line of business and having a fair market value, as determined in good faith by the General Partner, not less than that of the assets so transferred; and
(3) any transfer of assets in accordance with a Permitted Investment.
Also, the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership will be governed by the provisions of the indentures described above under the caption "Change of Control" or the provisions described below under the caption "Merger, Consolidation or Sale of Assets," and not by the provisions of this covenant.
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If the Partnership or any of its Restricted Subsidiaries receive Net Proceeds exceeding $10 million from one or more Asset Sales in any fiscal year, then within 270 days after the date the aggregate amount of Net Proceeds exceeds that amount (or such longer period as may be required to comply with any agreement in effect on the 10 1/8% Series B Senior Notes Issue Date), the Partnership must apply the amount exceeding $10 million, less the amount of Net Proceeds that have been previously applied for the purposes set forth below in (A) or (B) during the current fiscal year, to:
(A) reduce Indebtedness of a Restricted Subsidiary, with a permanent reduction of availability in the case of revolving Indebtedness; or
(B) make an investment in assets in the same line of business as that of the Partnership on the 10 1/8% Series B Senior Notes Issue Date.
Pending the final application of any Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily reduce borrowings under the Bank Credit Facilities or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture. Any Net Proceeds that are not applied or invested as provided in clause (A) or (B) above will be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $5 million, we will make an offer to all noteholders called an "asset sale offer," to purchase the maximum principal amount of notes that may be purchased out of the Excess Proceeds. In an asset sale offer:
- the offer price will be in cash and will be 100% of the principal amount of the note plus accrued and unpaid interest to the date of purchase;
- we will follow the procedures set forth in the indentures; and
- we will comply with the requirements of Rule 14e-l under the Exchange Act and any other applicable securities laws.
To the extent that the aggregate amount of notes tendered in accordance with an asset sale offer is less than the Excess Proceeds, the Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of notes surrendered by their holders exceeds the amount of Excess Proceeds, the trustee shall select the notes to be purchased on a pro rata basis. Notwithstanding the foregoing, if we are required to commence an asset sale offer at any time when we have securities outstanding ranking pari passu in right of payment with the notes and the terms of those securities provide that a similar offer must be made with respect to those other securities, then the asset sale offer for the notes will be made concurrently with the other offers, and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which their holders elect to have purchased. Upon completion of the asset sale offer, the amount of Excess Proceeds will be reset at zero.
SELECTION AND NOTICE
If less than all the notes are to be redeemed at any time, the trustee will select the notes to be redeemed among the holders of notes pro rata, by lot or in accordance with a method which the trustee considers to be fair and appropriate. The trustee must choose in a manner that complies with any legal and stock exchange requirements. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of that note upon surrender and cancellation of the original note. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.
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CERTAIN COVENANTS
Limitation on Additional Indebtedness
The Partnership and its Restricted Subsidiaries may only incur more debt under certain circumstances.
The Partnership will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise, for the payment (in each case, to "incur") any Indebtedness (including Redeemable Capital Stock), unless at the time of the incurrence and after giving pro forma effect to the receipt and application of the proceeds of the Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Partnership would be greater than 2.00 to 1.
In addition to any Indebtedness that may be incurred as set forth above, the Partnership and its Restricted Subsidiaries may incur the following (collectively, "Permitted Indebtedness"):
(1) Indebtedness of the Partnership evidenced by the 8 7/8% notes (other than any additional notes);
(2) With respect to the 8 7/8% notes, Indebtedness of the Partnership evidenced by the 10% notes (other than any additional 10% notes);
(3) Indebtedness outstanding on the 10 1/8% Senior Notes Issue Date;
(4) Indebtedness of the Operating Partnership evidenced by the First Mortgage Notes; provided that the aggregate principal amount, exclusive of any unamortized premium, of this Indebtedness outstanding at any time may not exceed $518 million;
(5) Indebtedness of the Partnership or a Restricted Subsidiary incurred
(A) for the making of expenditures for the improvement or repair, to the extent the improvements or repairs may be capitalized in accordance with GAAP, or additions, including by way of acquisitions of businesses and related assets, to the property and assets of the Partnership and its Restricted Subsidiaries, including, without limitation, to Indebtedness incurred under the acquisition facility, or
(B) by assumption in connection with additions, including additions by way of acquisition or capital contributions of businesses and related assets, to the property and assets of the Partnership and its Restricted Subsidiaries;
provided that the aggregate principal amount of this Indebtedness outstanding at any time may not exceed $75 million;
(6) Indebtedness of the Partnership or a Restricted Subsidiary incurred for any purpose permitted under the Revolving Loan Facility; provided that the aggregate principal amount of this Indebtedness outstanding at any time may not exceed an amount equal to the greater of
(A) with respect to the 10% notes, $70 million, and with respect to the 8 7/8% notes, $175 million, and
(B) the Consolidated Borrowing Base Amount;
provided, further, that the outstanding balance of this Indebtedness will not exceed 50% of the greater amount for 30 consecutive days during each fiscal year;
(7) Indebtedness of the Partnership owed to the General Partner or an Affiliate of the General Partner that is unsecured and that is Subordinated Indebtedness; provided that the aggregate principal amount of this Indebtedness outstanding at any time may not exceed $50 million;
(8) Indebtedness of the Partnership or a Restricted Subsidiary for the purpose of the payment of certain liabilities of Petrolane; provided that the aggregate amount of such Indebtedness outstanding at any time may not exceed $30 million;
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(9) Indebtedness owed by the Partnership or any Restricted Subsidiary to any Wholly Owned Restricted Subsidiary;
(10) Indebtedness under Interest Rate Agreements;
(11) Permitted Refinancing Indebtedness;
(12) the incurrence by the Partnership or a Restricted Subsidiary of Indebtedness owing directly to its insurance carriers, without duplication, in connection with the Partnership's, its Subsidiaries' or its Affiliates' self-insurance programs or other similar forms of retained insurable risks for their respective businesses, consisting of reinsurance agreements and indemnification agreements, and guarantees of the foregoing, secured by letters of credit; provided that any Consolidated Fixed Charges associated with the Indebtedness evidenced by the reinsurance agreements, indemnification agreements, guarantees and letters of credit will be included, without duplication, in any determination of the Consolidated Fixed Charge Coverage Ratio test set forth in the "Limitation on Additional Indebtedness" covenant;
(13) Indebtedness of the Partnership and its Restricted Subsidiaries in respect of Capital Leases; provided that the aggregate amount of the Indebtedness outstanding at any time may not exceed $10 million;
(14) Indebtedness of the Partnership and its Restricted Subsidiaries represented by letters of credit supporting
(A) obligations under workmen's compensation laws,
(B) obligations to suppliers of propane; provided that the aggregate amount of this Indebtedness outstanding at any time may not exceed $15 million, and
(C) the repayment of Permitted Indebtedness; or
(15) surety bonds and appeal bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Partnership or any of its Subsidiaries or in connection with judgments that do not result in a Default or Event of Default.
Limitation on Restricted Payments
The Partnership will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
(1) declare or pay any dividend or make any other distribution or payment on or with respect of Capital Stock of the Partnership or any of its Restricted Subsidiaries or any payment made to the direct or indirect holders, in their capacities as such, of Capital Stock of the Partnership or any of its Restricted Subsidiaries other than
(A) dividends or distributions payable solely in Capital Stock of the Partnership, other than Redeemable Capital Stock, or in options, warrants or other rights to purchase Capital Stock of the Partnership, other than Redeemable Capital Stock,
(B) the declaration and payment of dividends or other distributions to the extent declared or paid to the Partnership or any Restricted Subsidiary of the Partnership and
(C) the declaration and payment of dividends or other distributions by any Restricted Subsidiary of the Partnership to all holders of Capital Stock of that Restricted Subsidiary on a pro rata basis, including, in the case of the Operating Partnership, to its General Partner;
(2) purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the Partnership or any of its Restricted Subsidiaries, other than any Capital Stock owned by a Wholly Owned Restricted Subsidiary of the Partnership;
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(3) make any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness, other than any such Indebtedness owned by the Partnership or a Wholly Owned Restricted Subsidiary of the Partnership; or
(4) make any Investment, other than a Permitted Investment, in any Person;
(the payments or Investments set out in this paragraph are collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to the proposed Restricted Payment:
(1) no Default or Event of Default shall have occurred and be continuing; and
(2) the Restricted Payment, together with the aggregate of all other Restricted Payments made by the Partnership and its Restricted Subsidiaries during the fiscal quarter during which the Restricted Payment is made, will not exceed
(A) if the Consolidated Fixed Charge Coverage Ratio of the Partnership is greater than 1.75 to 1, an amount equal to Available Cash as of the end of the immediately preceding fiscal quarter or
(B) if the Consolidated Fixed Charge Coverage Ratio of the Partnership is equal to or less than 1.75 to 1, an amount equal to the sum of
(i) $24 million, less the aggregate amount of all Restricted Payments made by the Partnership and its Restricted Subsidiaries in accordance with this clause (2)(B)(i) during the period ending on the last day of the fiscal quarter of the Partnership immediately preceding the date of the Restricted Payment and beginning on the first day of the sixteenth full fiscal quarter immediately preceding the date of the Restricted Payment,
plus
(ii) the aggregate net cash proceeds of any substantially concurrent
(1) capital contribution to the Partnership from any Person other than a Restricted Subsidiary of the Partnership, or
(2) issuance and sale of shares of Capital Stock, other than Redeemable Capital Stock, of the Partnership to any Person other than to a Restricted Subsidiary of the Partnership.
The Restricted Payment may be made in assets other than cash, in which case the amount will be the fair market value, as determined in good faith by the General Partner, on the date of the Restricted Payment of the assets proposed to be transferred.
The above provisions will not prohibit:
(1) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment would be permitted by the above paragraphs;
(2) the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the Partnership or any Restricted Subsidiary of the Partnership in exchange for, or out of the net cash proceeds of, a substantially concurrent
(A) capital contribution to the Partnership from any Person other than a Restricted Subsidiary of the Partnership or
(B) issue and sale of other shares of Capital Stock, other than Redeemable Capital Stock, of the Partnership to any Person other than to a Restricted Subsidiary of the Partnership;
provided, however, that the amount of any net cash proceeds that are utilized for any redemption, repurchase or other acquisition or retirement will be excluded from the calculation of Available Cash; or
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(3) any redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness in exchange for, or out of the net cash proceeds of, a substantially concurrent
(A) capital contribution to the Partnership from any Person other than a Restricted Subsidiary of the Partnership, or
(B) issue and sale of
(i) Capital Stock, other than Redeemable Capital Stock, of the Partnership to any Person other than to a Restricted Subsidiary of the Partnership or
(ii) Indebtedness of the Partnership issued to any Person other than a Restricted Subsidiary of the Partnership, so long as the Indebtedness is Permitted Refinancing Indebtedness;
provided, however, that the amount of any net cash proceeds that are utilized for any redemption, repurchase or other acquisition or retirement will be excluded from the calculation of Available Cash.
In computing the amount of Restricted Payments previously made for purposes of the Restricted Payments test above, Restricted Payments made under clause (1) above will be included and Restricted Payments made under clauses (2) and (3) shall not be so included.
Limitation on Liens
The Partnership will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Liens, other than Permitted Liens, upon any of its properties or assets, whether owned on the 10 1/8% Senior Notes Issue Date or acquired afterwards.
Limitation on Transactions with Affiliates
The Partnership will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions, including the sale, transfer, disposition, purchase, exchange or lease of assets, property or services, other than as provided for in the Operative Agreements, with, or for the benefit of any Affiliates of the Partnership unless:
(1) the transaction or series of related transactions are between the Partnership and its Wholly Owned Restricted Subsidiaries or between two Wholly Owned Restricted Subsidiaries; or
(2) (A) the transaction or series of related transactions are on terms that are no less favorable to the Partnership or the Restricted Subsidiary, as the case may be, than those which would have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Partnership or Restricted Subsidiary and
(B) with respect to a transaction or series of transactions involving aggregate payments or value equal to or greater than $15 million, the Partnership shall have delivered an officers' certificate to the trustee certifying that the transaction or series of related transactions comply with the preceding clause (A) and that the transaction or series of transactions have been approved by a majority of the Board of Directors of the General Partner, including a majority of the Disinterested Directors.
However, this covenant will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into:
(1) any employment agreement, stock option agreement, restricted stock agreement or similar agreement in the ordinary course of business;
(2) transactions permitted by the provisions of the indenture described under the covenant "Restricted Payments"; and
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(3) transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the retail propane business operated by the Partnership, its Subsidiaries and Affiliates.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
The Partnership will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:
(1) pay dividends, in cash or otherwise, or make any other distributions on or with respect to its Capital Stock or any other interest or participation in, or measured by, its profits;
(2) pay any Indebtedness owed to the Partnership or any other Restricted Subsidiary;
(3) make loans or advances to, or any investment in, the Partnership or any other Restricted Subsidiary;
(4) transfer any of its properties or assets to the Partnership or any other Restricted Subsidiary; or
(5) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary.
Collectively, these restrictions are called the "Payment Restrictions."
However, the following encumbrances or restrictions are permissible if they exist under or by reason of:
(A) applicable law;
(B) any agreement in effect at or entered into on the 10 1/8% Senior Notes Issue Date, including the First Mortgage Notes outstanding on the 10 1/8% Senior Notes Issue Date and the Bank Credit Facilities in effect on the 10 1/8% Senior Notes Issue Date, or any agreement relating to any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing the Permitted Indebtedness are no more restrictive with respect to the Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the 10 1/8% Senior Notes Issue Date;
(C) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary;
(D) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (4) in the paragraph above on the property so acquired;
(E) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary, or of a Restricted Subsidiary of that Person, in existence at the time of the acquisition but not created in contemplation of the acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties, assets or Subsidiaries of the Person so acquired; or
(F) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor of the Indebtedness unless the transferee shall assume the obligations of the obligor under the agreement or instrument.
Limitation on Sale and Leaseback Transactions
The Partnership will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to their properties.
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However, the Partnership and its Restricted Subsidiaries may enter into Sale and Leaseback Transactions with respect to property acquired or constructed after the 10 1/8% Senior Notes Issue Date; provided that:
(1) the Partnership or the Restricted Subsidiary would be permitted under the indenture to incur Indebtedness secured by a Lien on the property in an amount equal to the Attributable Debt with respect to the Sale and Leaseback Transaction; or
(2) the lease in the Sale and Leaseback Transaction is for a term not in excess of the lesser of
(A) three years and
(B) 60% of the remaining useful life of such property.
Limitation on AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp.
In addition to the restrictions set forth under "Limitation on Additional Indebtedness" above, neither AmeriGas Eagle Finance Corp. nor AP Eagle Finance Corp. may incur any Indebtedness unless:
(1) the Partnership is a co-obligor and guarantor of the Indebtedness; or
(2) the net proceeds of the Indebtedness are
(A) lent to the Partnership,
(B) used to acquire outstanding debt securities issued by the Partnership or
(C) used, directly or indirectly, to refinance or discharge Indebtedness permitted under the limitation of this paragraph.
Neither AmeriGas Eagle Finance Corp. nor AP Eagle Finance Corp. may engage in any business not related, directly or indirectly, to obtaining money or arranging financing for the Partnership.
Merger, Consolidation or Sale of Assets
The indentures provide that the Partnership may not consolidate or merge with or into, whether or not the Partnership is the surviving Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless:
(1) (A) the Partnership is the surviving Person or
(B) the Person formed by or surviving the consolidation or merger, if other than the Partnership, or to which the sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia;
(2) the Person formed by or surviving the consolidation or merger, if other than the Partnership, or to which the sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of the Partnership in accordance with a supplemental indenture in a form reasonably satisfactory to the trustee, under the notes and the indentures;
(3) immediately after the transaction no Default or Event of Default exists; and
(4) The Partnership or the Person formed by or surviving the consolidation or merger, if other than the Partnership, or to which the sale, assignment, transfer, lease, conveyance or other disposition has been made
(A) will have, immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction, a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Partnership immediately preceding the transaction and
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(B) will, 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, be permitted to incur at least $1.00 of additional Indebtedness in accordance with the Consolidated Fixed Charge Coverage Ratio test set forth in the covenant entitled "Limitation on Additional Indebtedness."
The indentures also provide that AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as the case may be, may not consolidate or merge with or into, whether or not they are the surviving Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless:
(1) (A) AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as the case may be, is the surviving Person, or
(B) the Person formed by or surviving the consolidation or merger, if other than AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as the case may be, or to which the sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and is a Wholly Owned Restricted Subsidiary of the Partnership;
(2) the Person formed by or surviving the consolidation or merger, if other than AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as the case may be, or to which the sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as the case may be, in accordance with a supplemental indenture in a form reasonably satisfactory to the trustee, under the applicable notes and the applicable indenture; and
(3) immediately after such transaction no Default or Event of Default exists.
Line of Business
The Partnership and its Restricted Subsidiaries will not materially and substantially engage in any business other than the Business in which the Partnership and its Restricted Subsidiaries were engaged on the 10 1/8% Senior Notes Issue Date.
Rule 144A Information Requirement
The Partnership has agreed to furnish to holders and prospective purchasers of old notes, upon their request, the information required to be delivered under Rule 144A(d)(4) under the Securities Act until such time as we either exchange the old notes for the registered notes or have registered the old notes for resale under the Securities Act, other than during any period in which the Partnership is subject to Section 13 or 15(d) of the Exchange Act and is in compliance with the requirements thereof.
Reports
Whether or not required by the rules and regulations of the Commission, so long as any notes are outstanding, we will furnish to the holders of notes:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if we were required to file those Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on that information by our certified independent accountants; and
(2) all reports that would be required to be filed with the Commission on Form 8-K if we were required to file the reports.
In addition, whether or not required by the rules and regulations of the Commission, we will file a copy of all the information described in (1) and (2) above with the Commission for public availability,
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unless the Commission will not accept the filing. We will also make the information available to investors who request it in writing.
EVENTS OF DEFAULT AND REMEDIES
Each of the following is an "Event of Default":
(1) default in the payment of the principal of or premium, if any, on any note when the same becomes due and payable, upon Stated Maturity, acceleration, optional redemption, required purchase, scheduled principal payment or otherwise;
(2) default in the payment of an installment of interest on, or liquidated damages, if any, with respect to, any of the notes, when the same becomes due and payable, which default continues for a period of 30 days;
(3) failure to perform or observe any other term, covenant or agreement contained in the notes or the indentures, other than a default specified in clause (1) or (2) above, and the default continues for a period of 45 days after written notice of the default requiring us to remedy the same shall have been given
(A) to the Partnership by the trustee or
(B) to us and the trustee by holders of 25% in aggregate principal amount of the applicable notes then outstanding;
(4) default or defaults under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness under which the Partnership or any Restricted Subsidiary of the Partnership then has outstanding Indebtedness, which default
(A) is caused by a failure to pay
(i) principal with respect to Indebtedness of a Restricted Subsidiary at its Stated Maturity or within the applicable grace period, if any, provided with respect to the Indebtedness or
(ii) principal, premium or interest with respect to Indebtedness of the Partnership within the applicable grace period, if any, provided in the Indebtedness,
which, collectively, is a "Payment Default," or
(B) results in the acceleration of the Indebtedness prior to its Stated Maturity and, in each case, the principal amount of the Indebtedness, together with the principal amount of any other Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, amounts to $10 million or more;
(5) a final judgment or judgments, which is or are non-appealable and nonreviewable or which has or have not been stayed pending appeal or review or as to which all rights to appeal or review have been expired or been exhausted, which cannot be stayed shall be rendered against
(A) the Partnership,
(B) any Restricted Subsidiary,
(C) the General Partner or
(D) any Significant Subsidiary
for the payment of money in excess of $10 million in the aggregate and any one of the judgments is not covered by insurance or discharged or execution of the judgment stayed pending appeal or review within 60 days after entry of such judgment, or, in the event of a stay, the judgment shall not be discharged within 30 days after the stay expires; or
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(6) certain events of bankruptcy, insolvency or reorganization with respect to us or any of our respective Significant Subsidiaries has occurred.
If any Event of Default occurs and is continuing, the trustee or the holders of at least 25% of principal amount of the applicable series of notes then outstanding may declare all the notes of that series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Partnership, AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as applicable, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice.
Noteholders may not enforce the indentures or the notes except as provided in the indentures. Subject to limitations, holders of a majority in principal amount of a series of then-outstanding notes may direct the trustee of that series of notes in its exercise of any trust or power. The trustee may withhold from noteholders notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal or interest, if the trustee determines in good faith that withholding notice is in their interest.
If any Event of Default occurs because we or those acting on our behalf willfully intended to avoid payment of the premium that we would have to pay if we then elected to redeem the 8 7/8% notes under the optional redemption provisions of the indenture governing the 8 7/8% notes, then an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the 8 7/8% notes.
The holders of a majority in aggregate principal amount of a series of notes then outstanding by notice to the trustee for those notes may waive any existing Default or Event of Default for all noteholders of that series and its consequences under the applicable indenture, except a continuing Default or Event of Default in the payment of any principal of, premium, if any, or interest on those notes.
We are required to deliver to the trustee annually a statement regarding compliance with the indentures. In addition, upon becoming aware of any Default or Event of Default, we are required to deliver to the trustee a statement specifying the Default or Event of Default.
NO PERSONAL LIABILITY OF LIMITED PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
No limited partner of the Partnership or director, officer, employee, incorporator or stockholder of the General Partner, AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp., as applicable, as such, shall have any liability for any of our obligations under the notes, the indentures or for any claim based, in respect of, or by reason of, these obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.
NON-RECOURSE
Our obligations under the indentures are non-recourse to the General Partner and the Operating Partnership, and their respective Affiliates, other than ourselves, and are payable only out of our cash flow and assets. The trustee has, and each holder of a note, by accepting a note, is deemed to have, agreed in the applicable indenture that:
- the General Partner and its assets;
- the Operating Partnership and its assets; and
- their respective Affiliates, other than us, and their assets,
shall not be liable for any of our obligations under the applicable indenture or the applicable notes.
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LEGAL DEFEASANCE AND COVENANT DEFEASANCE
We may, at our option and at any time, elect to have all of our obligations discharged with respect to either or both series of outstanding notes. This is known as "legal defeasance." However, under legal defeasance we cannot discharge:
(1) the rights of holders of outstanding notes to receive payments with respect to any principal, premium, interest and liquidated damages on the notes when the payments are due;
(2) our obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes;
(3) our obligation to maintain an office or agency for payment and money for security payments held in trust;
(4) the rights, powers, trusts, duties and immunities of the trustee, and our obligations in connection therewith; and
(5) the legal defeasance and covenant defeasance provisions of the applicable indenture.
In addition, we may, at our option and at any time, elect to have our obligations released with respect to certain covenants that are described in either or both of the indentures. This is called "covenant defeasance." After our obligations have been released in this manner, any failure to comply with these obligations will not constitute a Default or Event of Default with respect to the notes.
In the event covenant defeasance occurs, certain events, not including non-payment, bankruptcy, receivership, reorganization and insolvency, described under "Events of Default" will no longer constitute an Event of Default with respect to the applicable notes.
In order to exercise either legal defeasance or covenant defeasance:
(1) we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable U.S. government securities, or a combination thereof, in amounts sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal and any premium, interest and liquidated damages on the outstanding notes on the Stated Maturity or on the applicable redemption date;
(2) in the case of legal defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that
(A) we have received from, or there shall have been published by, the IRS a ruling, or
(B) since the date of the applicable indenture, there shall have been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon the opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of the legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the legal defeasance had not occurred;
(3) in the case of covenant defeasance, we shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of the covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;
(4) no Event of Default has occurred and is continuing on the date of the deposit or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;
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(5) the legal defeasance or covenant defeasance will not result in a breach, violation or constitute a default under any material agreement or instrument, other than the applicable indenture, to which we or any of our Restricted Subsidiaries is a party or by which we or any of our Restricted Subsidiaries is bound;
(6) we shall have delivered to the trustee an opinion of counsel to the effect 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;
(7) we shall have delivered to the trustee an officers' certificate stating that we did not make the deposit with the intent of preferring the holders of notes over our other creditors with the intent of defeating, hindering, delaying or defrauding our other creditors; and
(8) we shall have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance have been complied with.
AMENDMENT, SUPPLEMENT AND WAIVER
In general, each indenture or the related notes may be amended or supplemented, and any existing default or compliance with any provision of each indenture or the related notes may be waived, with the consent of the holders of at least a majority in principal amount of the applicable notes then outstanding. This includes consents obtained in connection with a tender offer or exchange offer for notes.
However, without the consent of each holder affected, an amendment or waiver may not, with respect to any notes held by a non-consenting holder:
(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;
(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes, other than provisions relating to the covenants described above under the caption "Repurchase at the Option of Holders";
(3) reduce the rate of or change the time for payment of interest on any note;
(4) waive a Default or Event of Default in the payment of principal, premium, if any, or interest on the notes, except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from the acceleration;
(5) make any note payable in money other than that stated in the notes;
(6) make any change in the provisions of the applicable indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal, of premium, if any, interest or liquidated damages on the notes;
(7) waive a redemption payment with respect to any note, other than provisions relating to the covenants described above under the caption "Repurchase at the Option of Holders"; or
(8) make any change in the foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any holder of notes, we and the trustee may amend or supplement an indenture or the related notes to:
- cure any ambiguity, defect or inconsistency;
- provide for uncertificated notes in addition to or in place of certificated notes;
- provide for the assumption of our obligations to holders of the applicable notes in the case of a merger or consolidation;
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- make any change that could provide any additional rights or benefits to the holders of the applicable notes or that does not adversely affect the legal rights under the applicable indenture of any such holder; or
- comply with requirements of the Commission in order to effect or maintain the qualification of the applicable indenture under the Trust Indenture Act.
THE TRUSTEE
Should the trustee become our creditor, the indentures contain certain limitations on the trustee's rights to obtain payment of claims or to realize on certain property received in respect of any claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must:
- eliminate the conflict within 90 days;
- apply to the Commission for permission to continue; or
- resign.
The holders of a majority in principal amount of each series of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee of that series of notes, subject to certain exceptions. The indentures provide that in case an uncured Event of Default occurs, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indentures at the request of any holder of notes, unless the holder offers to the trustee security and indemnity satisfactory to the trustee against any loss, liability or expense.
REGISTRATION RIGHTS; LIQUIDATED DAMAGES
We and the initial purchasers of each series of notes entered into registration rights agreements. Pursuant to the registration rights agreements, we agreed to file with the Commission a registration statement with respect to an offer to exchange each series of old notes for the related series of registered notes with terms identical in all material respects to the related series of old notes.
If:
(1) we fail to file any of the registration statements required by the registration rights agreements on or before the date specified for such filing;
(2) any of the registration statements are not declared effective by the Commission on or prior to the date specified for such effectiveness, known as the "effectiveness target date";
(3) we fail to consummate an exchange offer within 30 business days of the effectiveness target date with respect to the applicable registration statement; or
(4) a registration statement is declared effective but thereafter, subject to certain exceptions, ceases to be effective or usable in connection with resales of notes that are not freely tradeable during the periods specified in the registration rights agreements;
each event referred to in clauses (1) through (4) above, a "registration default," then we will pay liquidated damages to each holder of notes that are not freely tradeable, with respect to the first 90-day period immediately following the occurrence of the registration default in an amount equal to $0.05 per week for each $1,000 principal amount of the applicable notes held by the holder. The amount of the liquidated damages will increase by an additional $0.05 per week with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of liquidated damages of $0.20 per week for each $1,000 principal amount of the applicable notes. Following the cure of all registration defaults, the accrual of liquidated damages will cease.
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Holders of notes will be required to deliver information to be used in connection with a "shelf" registration statement and to provide comments on a "shelf" registration statement within the time periods set forth in the registration rights agreements in order to have their transfer restricted notes included in the "shelf" registration statement and benefit from the provisions regarding liquidated damages set forth above.
We are currently paying liquidated damages with respect to the 10% notes.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.
"10 1/8% Senior Notes Issue Date" means April 19, 1995, the date of the indenture governing the 10 1/8% Senior Notes.
"10 1/8% Senior Notes" means the 10 1/8% Senior Notes due April 15, 2007 issued by the Partnership and AmeriGas Finance Corp.
"Acquired Indebtedness" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time the other Person merged with or into or became a Subsidiary of the specified Person, including Indebtedness incurred in connection with, or in contemplation of, the other Person merging with or into or becoming a Subsidiary of the specified Person; and
(2) Indebtedness encumbering any asset acquired by the specified Person.
"Acquisition Facility" means the loan facility of the Operating Partnership provided for in the Credit Agreement, for the purpose of financing acquisitions.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the specified Person. For purposes of this definition, "control" means the power to direct the management and policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, the term "Affiliate" shall not include any Wholly Owned Restricted Subsidiary.
"Asset Acquisition" means:
(1) an Investment by the Partnership or any Restricted Subsidiary of the Partnership in any other Person pursuant to which the Person shall become a Restricted Subsidiary of the Partnership, or shall be merged with or into the Partnership or any Restricted Subsidiary of the Partnership;
(2) the acquisition by the Partnership or any Restricted Subsidiary of the Partnership of the assets of any Person, other than a Restricted Subsidiary of the Partnership, which constitute all or substantially all of the assets of such Person; or
(3) the acquisition by the Partnership or any Restricted Subsidiary of the Partnership of any division or line of business of any Person, other than a Restricted Subsidiary of the Partnership.
"Attributable Debt" means, with respect to any Sale and Leaseback Transactions not involving a Capital Lease, as of any date of determination, the total obligation, discounted to present value at the rate of interest implicit in the lease included in the transaction, of the lessee for rental payments during the remaining portion of the term of the lease, including extensions which are at the sole option of the lessor, of the lease included in the transaction. For purposes of this definition, the rental payments shall not include amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights. In the case of any lease which is terminable by the lessee upon the payment of a penalty, the rental obligation shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.
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"Available Cash" as to any quarter means:
(1) the sum of
(A) all cash of the Partnership, the Operating Partnership and any Subsidiaries thereof, treated as a single consolidated entity (together, the "Partnership Group"), on hand at the end of the quarter and
(B) all additional cash of the Partnership Group on hand on the date of determination of Available Cash with respect to the quarter resulting from borrowings subsequent to the end of the quarter,
(2) less the amount of cash reserves that is necessary or appropriate in the reasonable discretion of the General Partner to
(A) provide for the proper conduct of the business of the Partnership Group, including reserves for future capital expenditures, subsequent to the quarter,
(B) provide funds for distributions under Section 5.3(a), (b) and
(c) or 5.4(a) of the Partnership Agreement in respect of any one or more of the next four quarters, or
(C) comply with applicable law or any debt instrument or other agreement or obligation to which any member of the Partnership Group is a party or its assets are subject;
provided, however, that Available Cash attributable to any Restricted Subsidiary of the Partnership will be excluded to the extent dividends or distributions of Available Cash by the Restricted Subsidiary are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation.
"Bank Credit Facilities" means the Acquisition Facility and the Revolving Loan Facility.
"Business" means wholesale and retail sales, distribution and storage of propane gas and related petroleum derivative products and the retail sale and distribution of propane related supplies and equipment, including home appliances.
"Capital Lease" means, with respect to any Person, any lease of any property, whether real, personal or mixed, by a Person, as lessee of guarantor or other surety, which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on a balance sheet of the Person.
"Capital Stock" means, with respect to any Person, any and all shares, interests, units representing interests, participations, rights in or other equivalents, however designated, of the Person's capital stock, including, with respect to partnerships, partnership interests, whether general or unlimited, any and other interest or participation that confers upon a Person the right to receive a share of the profits and losses of, or distributions of assets of, the partnership, and any rights, other than debt securities convertible into capital stock, warrants or options exchangeable to or convertible into capital stock.
"Consolidated Borrowing Base Amount" means an amount equal to the sum of:
(1) 70% of the face amount of Eligible Accounts Receivable of the Partnership and its Restricted Subsidiaries; and
(2) 70% of the book value, calculated on a first-in, first-out basis, of the consolidated Inventory of the Partnership and its Restricted Subsidiaries, in each case as determined in accordance with GAAP. To the extent that information is not available as to the amount of Eligible Accounts Receivable or Inventory as of a specific date, the Partnership may utilize the most recent available information for purposes of calculating the Consolidated Borrowing Base Amount.
"Consolidated Cash Flow Available for Fixed Charges" means, with respect to the Partnership and its Restricted Subsidiaries, for any period, the sum of, without duplication, the amounts for the period, taken as single accounting, of:
(1) Consolidated Net Income;
(2) Consolidated Non-cash Charges;
(3) Consolidated Interest Expense; and
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(4) Consolidated Income Tax Expense.
"Consolidated Fixed Charge Coverage Ratio" means, with respect to the Partnership and its Restricted Subsidiaries, the ratio of:
(1) the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of the Person for the four full fiscal quarters immediately preceding the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Four Quarter Period"); to
(2) the aggregate amount of Consolidated Fixed Charges of the Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of the calculation to, without duplication:
(1) the incurrence or repayment of any Indebtedness, other than revolving credit borrowings, of the Partnership or any of its Restricted Subsidiaries (and in the case of any incurrence, the application of the net proceeds thereof) during the period commencing on the first day of the Four Quarter Period to and including the Transaction Date (the "Reference Period"), including, without limitation, the incurrence of the Indebtedness giving rise to the need to make the calculation (and the application of the net proceeds thereof), as if the incurrence (and application) occurred on the first day of the Reference Period; and
(2) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make the calculation as a result of the Partnership or one of its Restricted Subsidiaries, including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition, incurring, assuming or otherwise being liable for Acquired Indebtedness) occurring during the Reference Period, as if the Asset Sale or Asset Acquisition occurred on the first day of the Reference Period;
provided, however, that:
(1) Consolidated Fixed Charges will be reduced by amounts attributable to businesses or assets that are so disposed of or discontinued only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to the Consolidated Fixed Charges subsequent to the date of determination of the Consolidated Fixed Charge Coverage Ratio; and
(2) Consolidated Cash Flow Available for Fixed Charges generated by an acquired business or asset shall be determined by the actual gross profit, which is equal to revenues minus cost of goods sold, of the acquired business or asset during the immediately preceding four full fiscal quarters in the Reference Period, minus the pro forma expenses that would have been incurred by the Partnership and its Restricted Subsidiaries in the operation of the acquired business or asset during the period computed on the basis of personnel expenses for employees retained or to be retained by the Partnership and its Restricted Subsidiaries in the operation of the acquired business or asset and non-personnel costs and expenses incurred by the Partnership and its Restricted Subsidiaries in the operation of the Partnership's business at similarly situated facilities.
Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the "Consolidated Fixed Charge Coverage Ratio":
(A) interest on outstanding Indebtedness, other than Indebtedness referred to in clause (B) below, determined on a fluctuating basis as of the last day of the Four Quarter Period and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on that date;
(B) only actual interest payments associated with Indebtedness incurred in accordance with clauses (5) and (7) of the definition of Permitted Indebtedness and all Permitted Refinancing
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Indebtedness in respect thereof, during the Four Quarter Period shall be included in the calculation; and
(C) if interest on any Indebtedness actually incurred on the date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the last day of the Four Quarter Period will be deemed to have been in effect during the period.
"Consolidated Fixed Charges" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the sum of, without duplication:
(1) the amounts for such period of Consolidated Interest Expense; and
(2) the product of
(A) the aggregate amount of dividends and other distributions paid or accrued during the period in respect of Preferred Stock and Redeemable Capital Stock of the Partnership and its Restricted Subsidiaries on a consolidated basis and
(B) a fraction, the numerator of which is one and the denominator of which is one less the then applicable current combined federal, state and local statutory tax rate, expressed as a percentage.
"Consolidated Income Tax Expense" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the provision for federal, state, local and foreign income taxes of the Partnership and its Restricted Subsidiaries for the period as determined on a consolidated basis in accordance with GAAP.
"Consolidated Interest Expense" means, with respect to the Partnership and its Restricted Subsidiaries, for any period, without duplication, the sum of:
(1) the interest expense of the Partnership and its Restricted Subsidiaries for the period as determined on a consolidated basis in accordance with GAAP, including, without limitation,
(A) any amortization of debt discount,
(B) the net cost under Interest Rate Agreements,
(C) the interest portion of any deferred payment obligation,
(D) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and
(E) all accrued interest for all instruments evidencing Indebtedness; and
(2) the interest component of Capital Leases paid or accrued or scheduled to be paid or accrued by the Partnership and its Restricted Subsidiaries during the period as determined on a consolidated basis in accordance with GAAP.
"Consolidated Net Income" means the net income of the Partnership and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP and as adjusted to exclude:
(1) net after-tax extraordinary gains or losses;
(2) net after-tax gains or losses attributable to Asset Sales;
(3) the net income or loss of any Person which is not a Restricted Subsidiary and which is accounted for by the equity method of accounting, provided that Consolidated Net Income shall include the amount of dividends or distributions actually paid to the Partnership or any Restricted Subsidiary;
(4) the net income or loss prior to the date of acquisition of any Person combined with the Partnership or any Restricted Subsidiary in a pooling of interest;
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(5) the net income of any Restricted Subsidiary to the extent that dividends or distributions of that net income are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation; and
(6) the cumulative effect of any changes in accounting principles.
"Consolidated Net Worth" means, with respect to the Partnership and its Restricted Subsidiaries at any date, the consolidated stockholders' equity or partners' capital of the Person less the amount of the stockholders' equity or partners' capital attributable to Redeemable Capital Stock of the Partnership and its Restricted Subsidiaries, as determined in accordance with GAAP.
"Consolidated Non-cash Charges" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization and any other non-cash charges resulting from writedowns of non-current assets, in each case which reduces the Consolidated Net Income of Partnership and its Restricted Subsidiaries for the period, as determined on a consolidated basis in accordance with GAAP.
"Credit Agreement" means the Credit Agreement, dated as of April 12, 1995, among the Operating Partnership, the General Partner, Petrolane and Bank of America National Trust and Savings Association, in its individual capacity and as agent, and the other banks which are or become parties from time to time thereto, evidencing the Bank Credit Facilities, and as it may be amended, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, and any successor or replacement facility entered into compliance with the indenture.
"Default" means any event that is, or after notice or passage of time or both would be, an Event of Default.
"Designation Amount" means, with respect to the designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, an amount equal to the sum of:
(1) the net book value of all assets of the Subsidiary at the time of the designation in the case of a Restricted Subsidiary; and
(2) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary.
"Disinterested Director" means, with respect to any transaction or series of transactions with affiliates, a member of the Board of Directors of the General Partner who has no financial interest, and whose employer has no financial interest, in the transaction or series of transactions.
"Eligible Accounts Receivable" means consolidated accounts receivable of the Partnership and its Restricted Subsidiaries that are no more than 60 days past due under their scheduled payment terms.
"ERISA" means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.
"Event of Default" has the meaning set forth under "Events of Default" herein.
"First Mortgage Notes" means:
(1) the First Mortgage Notes, Series A through C, issued pursuant to the note agreements dated as of the 10 1/8% Series B Senior Notes Issue Date;
(2) the First Mortgage Notes, Series D, issued pursuant to the note agreement dated as of March 15, 1999; and
(3) the First Mortgage Notes, Series E, issued pursuant to the note agreement dated as of March 15, 2000;
in each case as these note agreements may be amended, supplemented or otherwise modified from time to time, including all exhibits and schedules to these note agreements, and as the Indebtedness evidenced by these note agreements may be extended, renewed, refunded or refinanced from time to time.
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"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in the other statements by the other entity as may be approved by a significant segment of the accounting profession of the United States, which are applicable from time to time.
"General Partner" means AmeriGas Propane, Inc., a Pennsylvania corporation, and any successors in the capacity of General Partner of the Partnership or the Operating Partnership, including, if applicable, more than one successor in any such capacity at the same time.
"Guaranty" means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of the Person with respect to any Indebtedness, lease, cash dividend or other obligation of another, including without limitation:
(1) any obligation directly or indirectly guaranteed or endorsed, otherwise than for collection or deposit in the ordinary course of business, by the Person, or in respect of which the Person is otherwise directly or indirectly liable;
(2) any other obligation under any contract which, in economic effect, is substantially equivalent to a guaranty, including, without limitation, any obligation of a partnership in which the Person is a General Partner or of a joint venture in which the Person is a joint venturer; or
(3) any obligation in effect guaranteed by the Person through any agreement, contingent or otherwise, to purchase, repurchase or otherwise acquire the obligation or any security therefor, or to provide funds for the payment or discharge of the obligation, whether in the form of loans, advances, stock purchases, capital contributions or otherwise, or to maintain the solvency of any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or nonfurnishing thereof;
in any case if the purpose or intent of the agreement is to provide assurance that the obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of the obligation will be protected against loss in respect thereof.
"Indebtedness" means, as applied to any Person, without duplication:
(1) any indebtedness for borrowed money and all obligations evidenced by any bond, note, debenture or other similar instrument or letter of credit, or reimbursement agreements in respect thereof, which the Person has, directly or indirectly, created, incurred or assumed;
(2) any indebtedness for borrowed money and all obligations evidenced by any bond, note, debenture or other similar instrument secured by any Lien in respect of property owned by the Person, whether or not the Person has assumed or become liable for the payment of the indebtedness; provided that the amount of the Indebtedness, if the Person has not assumed the same or become liable therefor, shall in no event be deemed to be greater than the fair market value from time to time, as determined in good faith by the Person of the property subject to the Lien;
(3) any indebtedness, whether or not for borrowed money, excluding trade payables and accrued expenses arising in the ordinary course of business, with respect to which the Person has become directly or indirectly liable and which represents the deferred purchase price, or a portion thereof, or has been incurred to finance the purchase price, or a portion thereof, of any property or service or business acquired by the Person, whether by purchase, consolidation, merger or otherwise;
(4) the principal component of any obligations under Capital Leases to the extent the obligations would, in accordance with GAAP, appear on the balance sheet of the Person;
(5) all Attributable Debt of the Person in respect of Sale and Leaseback Transactions not involving a Capital Lease;
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(6) any indebtedness of the character referred to in clause (1), (2),
(3), (4) or (5) of this definition deemed to be extinguished under GAAP but for which the Person remains legally liable;
(7) any indebtedness of any other Person of the character referred to in clause (1), (2), (3), (4), (5) or (6) of this definition with respect to which the Person whose Indebtedness is being determined has become liable by way of a Guaranty;
(8) all Redeemable Capital Stock of the Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends;
(9) any Preferred Stock of any Subsidiary of the Person valued at the liquidation preference thereof or any mandatory redemption payment obligations in respect thereof plus, in either case, accrued dividends thereon; and
(10) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses
(1) through (9) above.
For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of the Redeemable Capital Stock as if it were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture and if the price is based upon, or measured by, the fair market value of the Redeemable Capital Stock, the fair market value shall be determined in good faith by the board of directors of the issuer of the Redeemable Capital Stock.
"Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect the Partnership or any Restricted Subsidiary from fluctuations in interest rates.
"Inventory" means goods held by a Person for sale or lease or to be furnished under contracts of service or if the Person has so furnished them, or if they are raw materials, work-in-process materials used or consumed in the Business or finished inventory of every type or description, including, without limitation, all liquified petroleum gas, in each case as would be shown as inventory on a balance sheet of the Person prepared in accordance with GAAP consistently applied, and all documents of title covering the inventory, and shall specifically include all "inventory" as such term is defined in the New York Uniform Commercial Code, now or hereafter owned by the Person.
"Investment" means as applied to any Person:
(1) any direct or indirect purchase or other acquisition by the Person of stock or other securities of any other Person; or
(2) any direct or indirect loan, advance or capital contribution by the Person to any other Person and any other item which would be classified as an "investment" on a balance sheet of the Person prepared in accordance with GAAP,
including without limitation any direct or indirect construction by the Person of property or assets to a joint venture, partnership or other business entity in which the Person retains an interest, it being understood that a direct or indirect purchase or other acquisition by the Person of assets of any other Person, other than stock or other securities, shall not constitute an "Investment" for purposes of the indenture.
The amount classified as Investments made during any period shall be the aggregate cost to the Partnership and its Restricted Subsidiaries of all the Investments made during the period, determined in accordance with GAAP, but without regard to unrealized increases or decreases in value, or write-ups, write-downs or write-offs, of the Investments and without regard to the existence of any undistributed earnings or accrued interest with respect thereto accrued after the respective dates on which the Investments were made, less any net return of capital realized during the period upon the sale, repayment or other liquidation of the Investments, determined in accordance with GAAP, but without regard to any amounts received during the period as earnings in the form of dividends not constituting a return of
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capital, interest or otherwise on the Investments or as loans from any Person in whom the Investments have been made.
"Issue Date" means, with respect to each series of old notes, the date on which that series of old notes was originally issued.
"Lien" means any mortgage, charge, pledge, lien, statutory or other, security interest, hypothecation, assignment for security, claim, or preference or priority or other encumbrance upon or with respect to any property of any kind. A Person shall be deemed to own subject to a Lien any property which the Person has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement.
"Maturity Date" means, with respect to any note, the date on which any principal of the note becomes due and payable as therein or herein provided, whether at the Stated Maturity with respect to the principal or by declaration of acceleration, call for redemption or purchase or otherwise.
"Moody's" means Moody's Investors Service, Inc. and its successors.
"Net Amount of Unrestricted Investment" means, without duplication, the sum of:
(1) the aggregate amount of all Investments made after the 10 1/8% Senior Notes Issue Date pursuant to subdivision (8) of the definition of Permitted Investment, computed as provided in the last sentence of the definition of Investment; and
(2) the aggregate of all Designation Amounts in connection with the designation of Unrestricted Subsidiaries, less all Designation Amounts in respect of Unrestricted Subsidiaries which have been designated as Restricted Subsidiaries and otherwise reduced in a manner consistent with the provisions of the last sentence of the definition of Investment.
"Net Proceeds" means, with respect to any Asset Sale or sale of Capital Stock, the proceeds therefrom in the form of cash or cash equivalents including payments in respect of deferred payment obligations when received in the form of cash or cash equivalents, except to the extent that the deferred payment obligations are financed or sold with recourse to the Partnership or any of its Restricted Subsidiaries, net of:
(1) brokerage commissions and other fees and expenses related to the Asset Sale, including, without limitation, fees and expenses of legal counsel and accountants and fees, expenses, discounts or commissions of underwriters, placement agents and investment bankers;
(2) provisions for all taxes payable as a result of the Asset Sale;
(3) amounts required to be paid to any Person, other than the Partnership or any Restricted Subsidiary of the Partnership, owning a beneficial interest in the assets subject to the Asset Sale;
(4) appropriate amounts to be provided by the Partnership or any Restricted Subsidiary of the Partnership, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with the Asset Sale and retained by the Partnership or any Restricted Subsidiary of the Partnership, as the case may be, after the Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with the Asset Sale; and
(5) amounts required to be applied to the repayment of Indebtedness secured by any Lien on the asset or assets sold in the Asset Sale.
"Operating Partnership Agreement" is the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as in effect on the Issue Date, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.
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"Operative Agreements" means the:
(1) Partnership Agreement;
(2) Operating Partnership Agreement; and
(3) other agreements entered into between the Partnership or the Operating Partnership and any of their respective Affiliates, including the General Partner, on the 10 1/8% Senior Notes Issue Date.
"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Partnership, as in effect on the Issue Date, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.
"Permitted Investments" means any of the following:
(1) Investments made or owned by the Partnership or any Restricted Subsidiary in
(A) marketable obligations issued or unconditionally guaranteed by the United States, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing one year or less from the date of acquisition thereof,
(B) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at such date the highest rating obtainable from either S&P or Moody's,
(C) commercial paper maturing no more than 270 days from the date of creation thereof and having as at the date of acquisition thereof one of the two highest ratings obtainable from either S&P or Moody's,
(D) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States or any state thereof or the District of Columbia or Canada,
(i) the commercial paper or other short term unsecured debt obligations of which are as at such date rated either "A-2" or better (or comparably if the rating system is changed) by S&P or "Prime-2" or better (or comparably if the rating system is changed) by Moody's, or
(ii) the long-term debt obligations of which are, as at such date, rated either "A" or better (or comparably if the rating system is changed) by either S&P or Moody's ("Permitted Banks"),
(E) eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank,
(F) bankers' acceptances eligible for rediscount under requirements of the Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and
(G) obligations of the type described in clauses (1)(A) through (E)
above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of the Partnership or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question;
(2) the acquisition by the Partnership or any Restricted Subsidiary of Capital Stock or other ownership interests, whether in a single transaction or in a series of related transactions, of a Person located in the United States or Canada and engaged in substantially the same business as the
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Partnership such that, upon the completion of such transaction or series of transactions, the Person becomes a Restricted Subsidiary;
(3) subject to the provisions of subdivision (8) below, the making or ownership by the Partnership or any Restricted Subsidiary of Investments
(in addition to Investments permitted by subdivisions (1), (2) and (4) through (7)) in any Person incorporated or otherwise formed pursuant to the laws of the United States or Canada or any state thereof which is engaged in the United States or Canada in substantially the same business as the Partnership; provided that the aggregate amount of all such Investments made by the Partnership and its Restricted Subsidiaries following the 10 1/8% Senior Notes Issue Date and outstanding pursuant to this subdivision (3) and subdivision (8) below shall not at any date of determination exceed 10% of Total Assets (the "Investment Limit"); provided that, in addition to Investments that would be permitted under the Investment Limit, during any fiscal year the Partnership and its Restricted Subsidiaries may invest up to $25 million (the "Annual Limit") pursuant to the provisions of this subdivision (3), but the unused amount of the Annual Limit shall not be carried over to any future years;
(4) the making or ownership by the Partnership or any Restricted Subsidiary of Investments
(A) arising out of loans and advances to employees incurred in the ordinary course of business,
(B) arising out of extensions of trade credit or advances to third parties in the ordinary course of business, and
(C) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(5) the creation or incurrence of liability by the Partnership or any Restricted Subsidiary, with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business;
(6) the creation or incurrence of liability by the Partnership or any Restricted Subsidiary with respect to any Interest Rate Agreements;
(7) the making by any Restricted Subsidiary of Investments in the Partnership or another Restricted Subsidiary;
(8) the making or ownership by the Partnership or any Restricted Subsidiary of Investments in Unrestricted Subsidiaries; provided that the Net Amount of Unrestricted Investment shall not at any time exceed $5 million (and subject to the limitations specified in subdivision (3) above); and
(9) the making or ownership by the Partnership or any Restricted Subsidiary of Investments in the Operating Partnership.
"Permitted Liens" means any of the following:
(1) Liens for taxes, assessments or other governmental charges, the payment of which is not yet due and is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and as to which reserves or other appropriate provision, if any, as shall be required by GAAP, shall have been made therefor and be adequate in the good faith judgment of the obligor;
(2) Liens of lessors, landlords and carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and as to which reserves or other appropriate provisions, if any, as shall be required by GAAP, shall have been made therefor and be adequate in the good faith judgment of the obligor, in each case
(A) not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or
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(B) incurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable;
(3) Liens, other than any Lien imposed by ERISA, incurred or deposits made in the ordinary course of business
(A) in connection with workers' compensation, unemployment insurance and other types of social security or
(B) to secure or to obtain letters of credit that secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money;
(4) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements;
(5) Liens securing reimbursement obligations under letters of credit; provided in each case that such Liens cover only the title documents and related goods and any proceeds thereof covered by the related letter of credit;
(6) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay;
(7) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, which, in each case either
(A) are granted, entered into or created in the ordinary course of the business of the Partnership or any Restricted Subsidiary or
(B) do not materially impair the value or intended use of the property covered thereby;
(8) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of the Restricted Subsidiary owing to the Partnership or a Wholly Owned Restricted Subsidiary;
(9) Liens on assets of the Partnership or any Restricted Subsidiary existing on the 10 1/8% Senior Notes Issue Date;
(10) Liens securing Indebtedness evidenced by the First Mortgage Notes or any extension, renewal, refunding or refinancing of any such Indebtedness;
(11) Liens securing Indebtedness incurred under the Acquisition Facility or any extension, renewal, refunding or refinancing of any such Indebtedness;
(12) Liens securing Indebtedness incurred under the Revolving Loan Facility or any extension, renewal, refunding or refinancing of any such Indebtedness;
(13) Liens, other than the Liens referred to in clauses (11) and (12) above, securing Indebtedness incurred in accordance with
(A) clause (5) of the definition of Permitted Indebtedness,
(B) clauses (6) and (8) of the definition of Permitted Indebtedness or
(C) Indebtedness otherwise permitted to be incurred under the "Limitation on Additional Indebtedness" covenant to the extent incurred
(i) to finance the making of expenditures for the improvement or repair (to the extent the improvements and repairs may be capitalized on the books of the Partnership and the Restricted Subsidiaries in accordance with GAAP) of, or additions including additions by
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way of acquisitions of businesses and related assets to, the assets and property of the Partnership and its Restricted Subsidiaries, or
(ii) by assumption in connection with additions including additions by way of acquisition or capital contributions of businesses and related assets to the property and assets of the Partnership and its Restricted Subsidiaries;
provided that, in the case of Indebtedness incurred in accordance with clause 13(A) or (C) above, the principal amount of the Indebtedness does not exceed the lesser of the cost to the Partnership and its Restricted Subsidiaries of the additional property or assets and the fair market value of the additional property or assets at the time of the acquisition thereof, as determined in good faith by the General Partner;
(14) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Partnership, or existing at the time of acquisition upon any property acquired by the Partnership or any Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Partnership or the Subsidiary, or created to secure Indebtedness incurred to pay all or any part of the purchase price (a "Purchase Money Lien") of property including, without limitation, Capital Stock and other securities acquired by the Partnership or a Restricted Subsidiary; provided that
(A) the Lien shall be confined solely to the item or items of property and, if required by the terms of the instrument originally creating the Lien, other property which is an improvement to or is acquired for use specifically in connection with the acquired property,
(B) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by the Purchase Money Lien shall at no time exceed an amount equal to the lesser of
(i) the cost to the Partnership and the Restricted Subsidiaries of the property and
(ii) the fair market value of the property at the time of the acquisition thereof as determined in good faith by the General Partner,
(C) the Purchase Money Lien shall be created not later than 30 days after the acquisition of the property and
(D) the Lien, other than a Purchase Money Lien, shall not have been created or assumed in contemplation of the Person's becoming a Subsidiary of the Partnership or the acquisition of property by the Partnership or any Subsidiary;
(15) easements, exceptions or reservations in any property of the Partnership or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Partnership or any Restricted Subsidiary;
(16) Liens arising from or constituting permitted encumbrances under the agreements and instruments securing the obligations under the First Mortgage Notes and the Bank Credit Facilities; and
(17) any Lien renewing or extending any Lien permitted by subdivisions
(9) through (14); provided that
(A) the principal amount of the Indebtedness secured by any such Lien shall not exceed the principal amount of the Indebtedness outstanding immediately prior to the renewal or extension of the Lien and
(B) no assets encumbered by the Lien other than the assets encumbered immediately prior to the renewal or extension shall be encumbered thereby.
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"Permitted Refinancing Indebtedness" means Indebtedness incurred by the Partnership or any Restricted Subsidiary to substantially concurrently (excluding any notice period on redemptions) repay, refund, renew, replace, extend or refinance, in whole or in part, any Permitted Indebtedness of the Partnership or any Restricted Subsidiary or any other Indebtedness incurred by the Partnership or any Restricted Subsidiary pursuant to the "Limitation on Additional Indebtedness" covenant, to the extent:
(1) the principal amount of the Permitted Refinancing Indebtedness does not exceed the principal or accreted amount plus the amount of accrued and unpaid interest of the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced except that, in the case of the 8 7/8% notes, the Permitted Refinancing Indebtedness may include the redemption premiums set forth above under "Optional Redemption," in the case of the 10 1/8% Senior Notes, the Permitted Refinancing Indebtedness may include the redemption premiums provided in the indenture governing the 10 1/8% Senior Notes and, in the case of the First Mortgage Notes, the Permitted Refinancing Indebtedness may include the amount of any unamortized premium;
(2) with respect to the repayment, refunding, renewal, replacement, extension or refinancing of our Indebtedness, the Permitted Refinancing Indebtedness ranks no more favorably in right of payment with respect to the notes than the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced; and
(3) with respect to the repayment, refunding, renewal, replacement, extension or refinancing our Indebtedness, the Permitted Refinancing Indebtedness has a Weighted Average Life to Stated Maturity and Stated Maturity equal to, or greater than, and has no fixed mandatory redemption or sinking fund requirement in an amount greater than or at a time prior to the amounts set forth in, the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced;
provided, however, that Permitted Refinancing Indebtedness shall not include Indebtedness incurred by a Restricted Subsidiary to repay, refund, renew, replace, extend or refinance Indebtedness of the Partnership.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
"Petrolane" means Petrolane Incorporated, a Pennsylvania corporation, and its successors.
"Preferred Stock," as applied to the Capital Stock of any Person, means Capital Stock, other than the common units, of any class or classes, however designated, which is preferred as to the payment of distributions and dividends, or upon any voluntary or involuntary liquidation or dissolution of the Person, over shares or units of Capital Stock of any other class of the Person.
"Redeemable Capital Stock" means any shares of any class or series of Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed prior to the Stated Maturity with respect to the principal of any note or is redeemable at the option of its holder at any time prior to the Stated Maturity of the notes, or is convertible into or exchangeable for debt securities at any time prior to the Stated Maturity of the notes.
"Restricted Subsidiary" means a Subsidiary of the Partnership, which, as of the date of determination, is not an Unrestricted Subsidiary of the Partnership.
"Revolving Loan Facility" means the revolving loan facility of the Operating Partnership provided for in the Credit Agreement.
"S&P" means Standard & Poor's Ratings Group, and its successors.
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"Sale and Leaseback Transaction" of any Person (a "Transferor") means any arrangement, other than one between the Partnership and a Wholly Owned Restricted Subsidiary or between Wholly Owned Restricted Subsidiaries, whereby:
(1) property (the "Subject Property") has been or is to be disposed of by the Transferor to any other Person with the intention on the part of the Transferor of taking back a lease of the Subject Property pursuant to which the rental payments are calculated to amortize the purchase price of the Subject Property substantially over the useful life of the Subject Property; and
(2) the Subject Property is in fact so leased by the Transferor or an Affiliate of the Transferor.
"Significant Subsidiary" shall have the same meaning as defined in Rule 1.02(v) of Regulation S-X under the Securities Act.
"Stated Maturity" means:
(1) when used with respect to any note or any installment of interest thereon, the date specified in the note as the fixed date on which the principal of the note or such installment of interest is due and payable; and
(2) when used with respect to any other Indebtedness, means the date or dates specified in the instrument governing the Indebtedness as the fixed date or dates on which each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, or any installment of interest thereon, is due and payable.
"Subordinated Indebtedness" means the Indebtedness of the Partnership which is expressly subordinated in right of payment to the notes.
"Subsidiary" means, with respect to any Person:
(1) a corporation whose majority Voting Stock or, in the case of a partnership, a majority of the partners' Capital Stock, considering all partners' Capital Stock as a single class, is at the time, directly or indirectly, owned by the Person, by one or more Subsidiaries of the Person or by the Person and one or more of its Subsidiaries; and
(2) any other Person, including, without limitation, a joint venture, in which the Person, one or more of its Subsidiaries or the Person and one or more of its Subsidiaries, directly or indirectly, at the date of determination thereof, has at least majority ownership interest entitled to vote in the election of its directors, managers, General Partners or trustees or other Person performing similar functions or, if the Persons are not elected, to vote on any matter that is submitted to the vote of all Persons holding ownership interests in the entity. For purposes of this definition, any directors' qualifying shares or investments by foreign nationals mandated by applicable law shall be disregarded in determining the ownership of a Subsidiary.
"Total Assets" means, as of any date of determination, the consolidated total assets of the Partnership and the Restricted Subsidiaries as would be shown on a consolidated balance sheet of the Partnership and the Restricted Subsidiaries prepared in accordance with GAAP as of that date.
"Unrestricted Subsidiary" means any Subsidiary of the Partnership or a Restricted Subsidiary that is designated as such by the General Partner; provided that no portion of the Indebtedness or any other obligation contingent or otherwise of such Subsidiary:
(1) is guaranteed by the Partnership or any Restricted Subsidiary;
(2) is recourse to or obligates the Partnership or any Restricted Subsidiary in any way; or
(3) subjects any property or assets of the Partnership or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof.
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Notwithstanding the foregoing, the Partnership or a Restricted Subsidiary may Guaranty or agree to provide funds for the payment or maintenance of, or otherwise become liable with respect to Indebtedness of an Unrestricted Subsidiary, but only to the extent that the Partnership or a Restricted Subsidiary would be permitted to:
(1) make an Investment in the Unrestricted Subsidiary pursuant to subdivision (8) of the definition of Permitted Investments; and
(2) incur the Indebtedness represented by the Guaranty or agreement pursuant to the first paragraph of the covenant captioned "Limitation on Additional Indebtedness."
The board of directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to the designation:
(1) there exists no Event of Default or event which after notice or lapse or time or both would become an Event of Default; and
(2) if the Unrestricted Subsidiary has, as of the date of the designation, outstanding Indebtedness other than Permitted Indebtedness, the Partnership could incur at least $1.00 of Indebtedness other than Permitted Indebtedness.
Notwithstanding the foregoing:
(1) no Subsidiary may be designated an Unrestricted Subsidiary if the Subsidiary, directly or indirectly, holds Capital Stock of a Restricted Subsidiary; and
(2) neither the Operating Partnership, AmeriGas Eagle Finance Corp. or AP Eagle Finance Corp. may be designated an Unrestricted Subsidiary.
"Voting Stock" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, General Partners or trustees of any Person, irrespective of whether or not, at the time, Capital Stock of any other class or classes shall have, or might have, voting power by reason of the happening of any contingency, or, with respect to a partnership, whether general or limited, any General Partner interest in the partnership.
"Weighted Average Life to Stated Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(1) the sum of the products obtained by multiplying
(A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by
(B) the number of years, calculated to the nearest one-twelfth, that will elapse between the date and the making of the payment, by
(2) the then outstanding principal amount of the Indebtedness;
provided, however, that with respect to any revolving Indebtedness, the foregoing calculation of Weighted Average Life to Stated Maturity shall be determined based upon the total available commitments and the required reductions of commitments in lieu of the outstanding principal amount and the required payments of principal, respectively.
"Wholly Owned Restricted Subsidiary" means the Operating Partnership or any Subsidiary of the Partnership of which 100% of the outstanding Capital Stock is owned by the Partnership or by one or more Wholly Owned Restricted Subsidiaries of the Partnership. For purposes of this definition, any directors' qualifying shares or investments by foreign nationals mandated by applicable law shall be disregarded in determining the ownership of a Subsidiary.
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FORM OF REGISTERED NOTES
The certificates representing the registered notes will be issued in fully registered form, without coupons. Except as described in the next paragraph, the registered notes will be deposited with, or on behalf of, DTC, and registered in the name of Cede & Co., as DTC's nominee, in the form of a global note. Holders of the registered notes will own book-entry interests in the global note evidenced by records maintained by DTC.
Book-entry interests may be exchanged for certificated notes of like tenor and equal aggregate principal amount, if
(1) DTC notifies us that it is unwilling or unable to continue as depositary or we determine that DTC is unable to continue as depositary and we fail to appoint a successor depositary,
(2) we provide for the exchange pursuant to the terms of the indenture, or
(3) we determine that the book-entry interests will no longer be represented by global notes and we execute and deliver to the Trustee instructions to that effect.
As of the date of this prospectus, no certificated notes of either series are issued and outstanding.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material U.S. federal income tax considerations relating to the exchange of old notes for registered notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating thereto. This summary is limited to holders of old notes who hold the old notes as "capital assets" (in general, assets held for investment). Special situations, such as the following, are not addressed:
- tax consequences to holders who may be subject to special tax treatment, such as tax-exempt entities, dealers in securities or currencies, financial institutions, insurance companies, regulated investment companies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid U.S. federal income tax;
- tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction;
- tax consequences to holders whose "functional currency" is not the U.S. dollar;
- tax consequences to persons who hold notes through a partnership or similar pass-through entity;
- tax consequences to holders who have ceased to be United States citizens or to be taxed as resident aliens;
- alternative minimum tax consequences, if any; or
- any state, local or foreign tax consequences.
The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, existing and proposed Treasury regulations promulgated thereunder, and rulings, judicial decisions and administrative interpretations thereunder, as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below.
CONSEQUENCES OF TENDERING NOTES
The exchange of your old notes for registered notes in the exchange offer should not constitute a taxable exchange for federal income tax purposes. Accordingly, the exchange offer should have no federal income tax consequences to you. Your tax basis and holding period in the registered notes should be the same as your old notes.
THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR AS TO PARTICULAR TAX CONSEQUENCES TO IT OF EXCHANGING OLD NOTES FOR REGISTERED NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY PROPOSED CHANGES IN APPLICABLE LAWS.
PLAN OF DISTRIBUTION
Each broker-dealer that receives registered notes in an exchange offer for its own account must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such notes. We reserve the right in our sole discretion to purchase or make offers for, or to offer registered notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offers pursuant to this prospectus or otherwise and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. This prospectus, as it may be amended or supplemented from time to time, may be used by broker-dealers in connection with resales of registered notes they received in the exchange offer, where such notes were acquired as a result of market-making activities or other trading activities and may be used by us to purchase any notes outstanding after expiration of the exchange offer. We have agreed that, for a period of 180 days from the
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date on which each exchange offer is completed, we will make this prospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale.
We will not receive any proceeds from any sale of registered notes by broker-dealers. Notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such registered notes. Any broker-dealer that resells registered notes that were received by it in the exchange offer for its own account and any broker or dealer that participates in a distribution of such notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of such notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal for the 10% notes due 2006 and the letter of transmittal for the 8 7/8% notes due 2011 each state that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
For a period of 180 days from the date on which the exchange offer is completed, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal for its series of notes. We have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and expenses of counsel to the initial purchaser of the old notes, other than commissions or concessions of any brokers or dealers and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the notes will be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.
EXPERTS
The audited consolidated financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.
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AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
[AMERIGASLOGO]

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
AMERIGAS PARTNERS, L.P.
The partnership agreement of AmeriGas Partners, L.P. provides that we will indemnify our general partner, any departing partner, any person who is or was an affiliate of the general partner or any departing partner, and any person who is or was an officer, director, employee, partner, agent or trustee of the general partner or any affiliate of the general partner or any departing partner, or any person who is or was serving at the request of the general partner or any departing partner or any affiliate of the general partner or any departing partner as an officer, director, employee, partner, agent, fiduciary or trustee of another person, to the fullest extent permitted by law but subject to the limitations expressly provided for in the partnership agreement, from and against any and all losses, claims, damages, liabilities (joint and several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any of the above persons may be involved, or is threatened to be involved, as a party or otherwise, by reason of his, her or its status as any of the foregoing; provided, however, that in each case such person acted in good faith and in a manner that such person reasonably believed to be in, or not opposed to, the best interests of AmeriGas Partners, L.P. and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct was unlawful. Any indemnification under these provisions will be made only out of our available assets, and our general partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable us to effectuate, such indemnification. We are authorized to purchase (or to reimburse our general partner or its affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by such persons in connection with our activities, regardless of whether we would have the power to indemnify such persons against such liabilities under the provisions of the partnership agreement described above.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
Section 145 of Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.
Section 145 of the Delaware General Corporation Law also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best
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interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; provided that indemnification provided for by Section 145 or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.
In addition, Section 102(b)(7) of the Delaware General Corporation Law permits Delaware corporations to include a provision in their certificates of incorporation eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) for unlawful payment of dividends or unlawful stock purchases or redemptions; or (iv) for any transactions from which the director derived an improper personal benefit.
The Certificate of Incorporation of both AmeriGas Eagle Finance Corp. ("AmeriGas Eagle") and AP Eagle Finance Corp. ("AP Eagle") currently provide that each Director shall not be personally liable to such corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
By-law Provisions on Indemnity. Article 7 of the By-laws of both AmeriGas Eagle and AP Eagle sets forth the extent to which the directors and officers of AmeriGas Eagle and AP Eagle may be indemnified by AmeriGas Eagle or AP Eagle, as the case may be, against liabilities which they may incur while serving in such capacity. Article 7 generally provides that AmeriGas Eagle or AP Eagle shall indemnify the directors and officers of AmeriGas Eagle or AP Eagle, as the case may be, who are or were a party to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of AmeriGas Eagle or AP Eagle, as the case may be, or of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection therewith, provided that the applicable standard of conduct set forth in Section 145 of the Delaware General Corporation Law was met and, provided further, that such indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred in the case of an action or suit by or in the right of AmeriGas Eagle or AP Eagle to procure a judgment in its favor. Subject to the procedures for indemnification of directors and officers set forth in the relevant By-laws, the indemnification of the directors and officers of AmeriGas Eagle or AP Eagle provided for therein is in all other respects substantially similar to that provided for in Section 145 of the Delaware General Corporation Law. Any such indemnification shall continue as to a person who has ceased to be a director or officer of AmeriGas Eagle or AP Eagle and shall inure to the benefit of the heirs, executors, and administrators of such person.
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The above discussion of the By-Laws of each of AmeriGas Eagle and AP Eagle and of Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is qualified in its entirety by such By-Laws and the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants as disclosed above, the registrants have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.

EXHIBIT
NUMBER                     DESCRIPTION OF EXHIBITS
-------                    -----------------------
   3.1   Second Amended and Restated Agreement of Limited Partnership
         of AmeriGas Partners, L.P. dated as of September 30, 2000
         (filed as Exhibit 1 to AmeriGas Partners, L.P.'s Current
         Report on Form 8-K dated October 13, 2000).*
   3.2   Certificate of Incorporation of AmeriGas Eagle Finance Corp.
   3.3   Certificate of Incorporation of AP Eagle Finance Corp.
   3.4   By-laws of AmeriGas Eagle Finance Corp.
   3.5   By-laws of AP Eagle Finance Corp.
   4.1   Indenture dated April 4, 2001 among AmeriGas Partners, L.P.,
         AmeriGas Eagle Finance Corp. and First Union National Bank,
         as trustee, with respect to the Series C 10% Senior Notes
         due 2006 and the Series D 10% Senior Notes due 2006 (filed
         as Exhibit 4 to AmeriGas Partners, L.P. Quarterly Report on
         Form 10-Q dated August 14, 2001).*
   4.2   Indenture dated August 21, 2001 among AmeriGas Partners,
         L.P., AP Eagle Finance Corp. and First Union National Bank,
         as trustee, with respect to the Series A 8 7/8% Senior Notes
         due 2011 and the Series B 8 7/8% Senior Notes due 2011.
   4.3   Form of 10% Senior Note due 2006 (included in Exhibit 4.1).
   4.4   Form of 8 7/8% Senior Note due 2011 (included in Exhibit
         4.2).
   4.5   Registration Rights Agreement dated as of April 4, 2001
         among AmeriGas Partners, L.P., AmeriGas Eagle Finance Corp.,
         AmeriGas Propane, L.P., AmeriGas Propane, Inc., Credit
         Suisse First Boston Corporation and Banc of America
         Securities LLC.
   4.6   Registration Rights Agreement dated as of August 21, 2001
         among AmeriGas Partners, L.P., AP Eagle Finance Corp.,
         AmeriGas Propane, L.P., AmeriGas Propane, Inc., Credit
         Suisse First Boston Corporation and Salomon Smith Barney
         Inc.
   5.1   Opinion of Weil, Gotshal & Manges LLP as to the validity of
         the Series D 10% Senior Notes and the Series B 8 7/8% Senior
         Notes.
  12.1   Statement of Computation of Ratios of Earnings to Fixed
         Charges.
  23.1   Consent of Arthur Andersen LLP with respect to report dated
         November 10, 2000.
  23.2   Consent of Arthur Andersen LLP with respect to report dated
         November 2, 2001.
  23.3   Consent of Weil, Gotshal & Manges LLP (included in Exhibit
         5).
  24.1   Power of Attorney (included on signature page).
  25.1   Form T-1 Statement of Eligibility and Qualification under
         the Trust Indenture Act of 1939, as amended, of First Union
         National Bank, as trustee.
  99.1   Form of Letter of Transmittal for 10% Senior Notes due 2006.
  99.2   Form of Letter of Transmittal for 8 7/8% Senior Notes due
         2011.	

II-3

EXHIBIT
NUMBER                     DESCRIPTION OF EXHIBITS
-------                    -----------------------
  99.3   Form of Notice of Guaranteed Delivery for 10% Senior Notes
         due 2006.
  99.4   Form of Notice of Guaranteed Delivery for 8 7/8% Senior
         Notes due 2011.	

* Incorporated by reference.
ITEM 22. UNDERTAKINGS.
Each of the undersigned Registrants hereby undertake:
(1) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(2) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(3) That every prospectus (i) that is filed pursuant to paragraph (2) immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to this Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(4) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(5) To respond to requests for information that is incorporated by reference in the Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.
(6) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

II-4

SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania on November 7, 2001.
AMERIGAS PARTNERS, L.P., a Delaware
 limited partnership
By: AMERIGAS PROPANE, INC., a
Pennsylvania corporation, its general
partner

By: /s/ MARTHA B. LINDSAY
  ------------------------------------
    Name: Martha B. Lindsay
    Title:  Vice President-Finance and
            Chief Financial Officer	

POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Martha B. Lindsay and Robert H. Knauss, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE                                 CAPACITY IN WHICH SIGNED                DATE
---------                                 ------------------------                ----

/s/ LON R. GREENBERG                 Chairman of the Board and Director     November 7, 2001
-----------------------------------
Lon R. Greenberg

/s/ EUGENE V. N. BISSELL             President and Chief                    November 7, 2001
-----------------------------------    Executive Officer
Eugene V. N. Bissell                   (Principal Executive Officer)
                                       and Director

/s/ MARTHA B. LINDSAY                Vice President-Finance and             November 7, 2001
-----------------------------------    Chief Financial Officer
Martha B. Lindsay                      (Principal Financial Officer)

/s/ RICHARD R. EYNON                 Controller and Chief                   November 7, 2001
-----------------------------------    Accounting Officer (Principal
Richard R. Eynon                       Accounting Officer)

/s/ THOMAS F. DONOVAN                Director                               November 7, 2001
-----------------------------------
Thomas F. Donovan	

II-5

POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Martha B. Lindsay and Robert H. Knauss, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE                                 CAPACITY IN WHICH SIGNED                DATE
---------                                 ------------------------                ----

/s/ RICHARD C. GOZON                 Director                               November 7, 2001
-----------------------------------
Richard C. Gozon

/s/ WILLIAM J. MARRAZZO              Director                               November 7, 2001
-----------------------------------
William J. Marrazzo

/s/ JAMES W. STRATTON                Director                               November 7, 2001
-----------------------------------
James W. Stratton

/s/ STEPHEN A. VAN DYCK              Director                               November 7, 2001
-----------------------------------
Stephen A. Van Dyck

/s/ ROGER B. VINCENT                 Director                               November 7, 2001
-----------------------------------
Roger B. Vincent	

II-6

SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania on November 7, 2001.
AMERIGAS EAGLE FINANCE CORP.

By: /s/ MARTHA B. LINDSAY
  ------------------------------------
    Name: Martha B. Lindsay
    Title:  Vice President-Finance and
            Chief Financial Officer	

POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Martha B. Lindsay and Robert H. Knauss, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE                                    CAPACITY IN WHICH SIGNED                DATE
---------                                    ------------------------                ----

/s/ EUGENE V.N. BISSELL                 President (Principal Executive         November 7, 2001
--------------------------------------    Officer) and Director
Eugene V.N. Bissell

/s/ MARTHA B. LINDSAY                   Vice President -- Finance and Chief    November 7, 2001
--------------------------------------    Financial Officer (Principal
Martha B. Lindsay                         Financial Officer) and Director

/s/ RICHARD R. EYNON                    Controller and Chief Accounting        November 7, 2001
--------------------------------------    Officer (Principal Accounting
Richard R. Eynon                          Officer)

/s/ BRENDAN P. BOVAIRD                  Director                               November 7, 2001
--------------------------------------
Brendan P. Bovaird	

II-7

SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania on November 7, 2001.
AP EAGLE FINANCE CORP.

By: /s/ MARTHA B. LINDSAY
   ------------------------------------------
    Name: Martha B. Lindsay
    Title:  Vice President-Finance and
            Chief Financial Officer	

POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Martha B. Lindsay and Robert H. Knauss, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE                                      CAPACITY IN WHICH SIGNED              DATE
---------                                      ------------------------              ----

/s/ EUGENE V.N. BISSELL                    President (Principal Executive      November 7, 2001
-----------------------------------------    Officer) and Director
Eugene V.N. Bissell

/s/ MARTHA B. LINDSAY                      Vice President -- Finance and       November 7, 2001
-----------------------------------------    Chief Financial Officer
Martha B. Lindsay                            (Principal Financial Officer)
                                             and Director

/s/ RICHARD R. EYNON                       Controller and Chief Financial      November 7, 2001
-----------------------------------------    Officer (Principal Accounting
Richard R. Eynon                             Officer)

/s/ BRENDAN P. BOVAIRD                     Director                            November 7, 2001
-----------------------------------------
Brendan P. Bovaird	

II-8

EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION OF EXHIBITS
-------                    -----------------------
   3.1   Second Amended and Restated Agreement of Limited Partnership
         of AmeriGas Partners, L.P. dated as of September 30, 2000
         (filed as Exhibit 1 to AmeriGas Partners, L.P.'s Current
         Report on Form 8-K dated October 13, 2000).*
   3.2   Certificate of Incorporation of AmeriGas Eagle Finance Corp.
   3.3   Certificate of Incorporation of AP Eagle Finance Corp.
   3.4   By-laws of AmeriGas Eagle Finance Corp.
   3.5   By-laws of AP Eagle Finance Corp.
   4.1   Indenture dated April 4, 2001 among AmeriGas Partners, L.P.,
         AmeriGas Eagle Finance Corp. and First Union National Bank,
         as trustee, with respect to the Series C 10% Senior Notes
         due 2006 and the Series D 10% Senior Notes due 2006 (filed
         as Exhibit 4 to AmeriGas Partners, L.P. Quarterly Report on
         Form 10-Q dated August 14, 2001).*
   4.2   Indenture dated August 21, 2001 among AmeriGas Partners,
         L.P., AP Eagle Finance Corp. and First Union National Bank,
         as trustee, with respect to the Series A 8 7/8% Senior Notes
         due 2011 and the Series B 8 7/8% Senior Notes due 2011.
   4.3   Form of 10% Senior Note due 2006 (included in Exhibit 4.1).
   4.4   Form of 8 7/8% Senior Note due 2011 (included in Exhibit
         4.2).
   4.5   Registration Rights Agreement dated as of April 4, 2001
         among AmeriGas Partners, L.P., AmeriGas Eagle Finance Corp.,
         AmeriGas Propane, L.P., AmeriGas Propane, Inc., Credit
         Suisse First Boston Corporation and Banc of America
         Securities LLC.
   4.6   Registration Rights Agreement dated as of August 21, 2001
         among AmeriGas Partners, L.P., AP Eagle Finance Corp.,
         AmeriGas Propane, L.P., AmeriGas Propane, Inc., Credit
         Suisse First Boston Corporation and Salomon Smith Barney
         Inc.
   5.1   Opinion of Weil, Gotshal & Manges LLP as to the validity of
         the Series D 10% Senior Notes and the Series B 8 7/8% Senior
         Notes.
  12.1   Statement of Computation of Ratios of Earnings to Fixed
         Charges.
  23.1   Consent of Arthur Andersen LLP with respect to report dated
         November 10, 2000.
  23.2   Consent of Arthur Andersen LLP with respect to report dated
         November 2, 2001.
  23.3   Consent of Weil, Gotshal & Manges LLP (included in Exhibit
         5).
  24.1   Power of Attorney (included on signature page).
  25.1   Form T-1 Statement of Eligibility and Qualification under
         the Trust Indenture Act of 1939, as amended, of First Union
         National Bank, as trustee.
  99.1   Form of Letter of Transmittal for 10% Senior Notes due 2006.
  99.2   Form of Letter of Transmittal for 8 7/8% Senior Notes due
         2011.
  99.3   Form of Notice of Guaranteed Delivery for 10% Senior Notes
         due 2006.
  99.4   Form of Notice of Guaranteed Delivery for 8 7/8% Senior
         Notes due 2011.	

* Incorporated by reference.

Exhibit 3.2
CERTIFICATE OF INCORPORATION
OF
AMERIGAS EAGLE FINANCE CORP.
The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation") is a AmeriGas Eagle Finance Corp.
SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.
THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation, which shall be in addition to the authority of the Corporation to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) shares, all of which are without par value. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as follows:

      NAME                                MAILING ADDRESS
      ----                                ---------------
Robert H. Knauss                          c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406	

1. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.
2. The names and mailing addresses of the persons to serve as directors of the Corporation until the first annual meeting of stockholders or until their successors are elected and qualified are:

      NAME                                MAILING ADDRESS
      ----                                ---------------
Eugene V. N. Bissell                      c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406

Brendan P. Bovaird                        c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406

Martha B. Lindsay                         c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406	

SIXTH: The corporation is to have perpetual existence.
SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of Section 242 of

the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.
EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.
NINTH: The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.
The effective time of the certificate of incorporation of the corporation, and the time when the existence of the corporation shall commence, shall be February 22, 2001.
Signed on: February 22, 2001

Robert H. Knauss Incorporator

Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
AP EAGLE FINANCE CORP.
The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation") is a AP Eagle Finance Corp.
SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) shares, all of which are without par value. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as follows:

      NAME                                 MAILING ADDRESS
      ----                                 ---------------
Brendan P. Bovaird                        c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406	

1. The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.
2. The names and mailing addresses of the persons to serve as directors of the Corporation until the first annual meeting of stockholders or until their successors are elected and qualified are:

      NAME                                MAILING ADDRESS
      ----                                ---------------
Eugene V. N. Bissell                      c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406

Brendan P. Bovaird                        c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406

Martha B. Lindsay                         c/o UGI Corporation
                                          460 North Gulph Road
                                          King of Prussia, PA 19406	

SIXTH: The corporation is to have perpetual existence.
SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of Section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no

share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.
EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.
NINTH: The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.
The effective time of the certificate of incorporation of the corporation, and the time when the existence of the corporation shall commence, shall be April 11, 2001.
Signed on: April 11, 2001

Brendan P. Bovaird Incorporator

Exhibit 3.4
B Y L A W S
OF
AMERIGAS EAGLE FINANCE CORP.
 (A DELAWARE CORPORATION)
ARTICLE I
OFFICES AND FISCAL YEAR
SECTION 1.01. Registered Office. The registered office of the corporation shall be at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware until otherwise established by resolution of the board of directors, and a certificate certifying the change is filed in the manner provided by statute.
SECTION 1.02. Other Offices. The corporation may also have offices at such other places within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation requires.
SECTION 1.03. Fiscal Year. The fiscal year of the corporation shall end on the 30th of September in each year.
ARTICLE II
NOTICE - WAIVERS - MEETINGS
SECTION 2.01. Notice, What Constitutes. Whenever, under the provisions of the Delaware General Corporation Law ("GCL") or the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by facsimile transmission to the address (or to the telex, TWX, facsimile or telephone number) of the person appearing on the books of the corporation, or in the case of directors, supplied to the corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to be given when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched, or in the case of facsimile transmission, when received.
SECTION 2.02. Notice of Meetings of Board of Directors. Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting of the board of directors shall be given to each director by telephone or in writing at least 24 hours (in the case of notice by telephone, telex, TWX or facsimile transmission) or 48 hours (in the case of notice by telegraph, courier service or express mail) or five days (in the case of notice by first class mail)

before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting.
SECTION 2.03. Notice of Meetings of Stockholders. Written notice of the place, date and hour of every meeting of the stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting. Every notice of a special meeting shall state the purpose or purposes thereof. If the notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at the address of the stockholder as it appears on the records of the corporation.
SECTION 2.04. Waivers of Notice.
(a) Written Waiver. Whenever notice is required to be given under any provisions of the GCL or the certificate of incorporation or these bylaws, a written waiver, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice of such meeting.
(b) Waiver by Attendance. Attendance of a person at a meeting, either in person or by proxy, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.
SECTION 2.05. Exception to Requirements of Notice.
(a) General Rule. Whenever notice is required to be given, under any provision of the GCL or of the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.
(b) Stockholders Without Forwarding Addresses. Whenever notice is required to be given, under any provision of the GCL or the certificate of incorporation or these bylaws, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a 12 month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been
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returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth the person's then current address, the requirement that notice be given to such person shall be reinstated.
SECTION 2.06. Conference Telephone Meetings. One or more directors may participate in a meeting of the board, or of a committee of the board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 3.01. Place of Meeting. All meetings of the stockholders of the corporation shall be held at the registered office of the corporation, or at such other place within or without the State of Delaware as shall be designated by the board of directors in the notice of such meeting.
SECTION 3.02. Annual Meeting. The board of directors may fix and designate the date and time of the annual meeting of the stockholders, but if no such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the first Tuesday in March in such year, if not a legal holiday under the laws of Delaware, and, if a legal holiday, then on the next succeeding business day, not a Saturday, at a time during business hours as specified in the notice of such meeting, and at said meeting the stockholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting.
SECTION 3.03. Special Meetings. Special meetings of the stockholders of the corporation may be called at any time by the chairman of the board, a majority of the board of directors, the president, or at the request, in writing, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the particular meeting. At any time, upon the written request of any person or persons who have duly called a special meeting, which written request shall state the purpose or purposes of the meeting, it shall be the duty of the secretary to fix the date of the meeting which shall be held at such date and time as the secretary may fix, not less than ten nor more than 60 days after the receipt of the request, and to give due notice thereof. If the secretary shall neglect or refuse to fix the time and date of such meeting and give notice thereof, the person or persons calling the meeting may do so.
SECTION 3.04. Quorum, Manner of Acting and Adjournment.
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(a) Quorum. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by the GCL, by the certificate of incorporation or by these bylaws. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
(b) Manner of Acting. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders, unless the question is one upon which, by express provision of the applicable statute, the certificate of incorporation or these bylaws, a different vote is required in which case such express provision shall govern and control the decision of the question. The stockholders present in person or by proxy at a duly organized meeting can continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum.
SECTION 3.05. Organization. At every meeting of the stockholders, the chairman of the board, if there be one, or in the case of a vacancy in the office or absence of the chairman of the board, one of the following persons present in the order stated: the vice chairman, if one has been appointed, the president, the vice presidents in their order of rank or seniority, a chairman designated by the board of directors or a chairman chosen by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman, shall act as secretary.
SECTION 3.06. Voting.
(a) General Rule. Unless otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock having voting power held by such stockholder.
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(b) Voting and Other Action by Proxy.
(1) A stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy. Such execution may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission if such telegram, cablegram or other means of electronic transmission sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.
(2) No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
(3) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
SECTION 3.07. Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required in this section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt
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requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
SECTION 3.08. Voting Lists. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting. The list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. Powers. All powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.
SECTION 4.02. Number and Term of Office. The board of directors shall consist of such number of directors, not less than three nor more than ten, as may be determined from time to time by resolution of the board of directors. Each director shall hold office until the expiration of the term for which he or she was selected and until a successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Directors need not be residents of Delaware or stockholders of the corporation.
SECTION 4.03. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board
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(as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
SECTION 4.04. Resignations. Any director may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.
SECTION 4.05. Removal. Any director or the entire board of directors may be removed, with or without cause, by the holders of shares entitled to cast a majority of the votes which all stockholders are entitled to cast at an election of directors.
SECTION 4.06. Organization. At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of a vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary.
SECTION 4.07. Place of Meeting. Meetings of the board of directors shall be held at such place within or without the State of Delaware as the board of directors may from time to time determine, or as may be designated in the notice of the meeting.
SECTION 4.08. Regular Meetings. Regular meetings of the board of directors shall be held without notice at such time and place as shall be designated from time to time by resolution of the board of directors.
SECTION 4.09. Special Meetings. Special meetings of the board of directors shall be held whenever called by the president or by two or more of the directors.
SECTION 4.10. Quorum, Manner of Acting and Adjournment.
(a) General Rule. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by the GCL or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, the directors
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present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
(b) Unanimous Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if all members of the board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board.
SECTION 4.11. Executive and Other Committees.
(a) Establishment. The board of directors may, by resolution adopted by a majority of the whole board, establish an Executive Committee and one or more other committees, each committee to consist of one or more directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and the alternate or alternates, if any, designated for such member, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.
(b) Powers. The Executive Committee, if established, and any such other committee to the extent provided in the resolution establishing such committee shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the GCL, fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the GCL, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. The Executive Committee shall have the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the GCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee so formed shall keep regular minutes of its meetings and report the same to the board of directors when required.
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(c) Committee Procedures. The term "board of directors" or "board," when used in any provision of these bylaws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to the Executive Committee or other committee of the board.
SECTION 4.12. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors.
ARTICLE V
OFFICERS
SECTION 5.01. Number, Qualifications and Designation. The officers of the corporation shall be chosen by the board of directors and shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of section 5.03 of this Article. Any number of offices may be held by the same person. Officers may, but need not, be directors or stockholders of the corporation. The board of directors may elect from among the members of the board a chairman of the board and a vice chairman of the board who shall be officers of the corporation. The chairman of the board or the president, as designated from time to time by the board of directors, shall be the chief executive officer of the corporation.
SECTION 5.02. Election and Term of Office. The officers of the corporation, except those elected by delegated authority pursuant to section 5.03 of this Article, shall be elected annually by the board of directors, and each such officer shall hold office for a term of one year and until a successor is elected and qualified, or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.
SECTION 5.03. Subordinate Officers, Committees and Agents. The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these bylaws, or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
SECTION 5.04. The Chairman and Vice Chairman of the Board. The chairman of the board, if there be one, or in the absence of the chairman, the vice chairman of the board, if there be one, shall preside at all meetings of the stockholders and of the board of directors, and shall perform such other duties as may from time to time be assigned to them by the board of directors.
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SECTION 5.05. The President. The president shall have general supervision over the business and operations of the corporation, subject, however, to the control of the board of directors. The president shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the board of directors and, if the chairman of the board is the chief executive officer, the chairman of the board.
SECTION 5.06. The Vice Presidents. The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the board of directors or by the president.
SECTION 5.07. The Secretary. The secretary, or an assistant secretary, shall attend all meetings of the stockholders and of the board of directors and shall record the proceedings of the stockholders and of the directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors or the president.
SECTION 5.08. The Treasurer. The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; whenever so required by the board of directors, shall render an account showing his or her transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the president.
SECTION 5.09. Officers' Bonds. No officer of the corporation need provide a bond to guarantee the faithful discharge of the officer's duties unless the board of directors shall by resolution so require a bond in which event such officer shall give the corporation a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of office.
SECTION 5.10. Salaries. The salaries of the officers and agents of the corporation elected by the board of directors shall be fixed from time to time by the board of directors.
ARTICLE VI
CERTIFICATES OF STOCK, TRANSFER, ETC.
SECTION 6.01. Form and Issuance.
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(a) Issuance. The shares of the corporation shall be represented by certificates unless the board of directors shall by resolution provide that some or all of any class or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Notwithstanding the adoption of any resolution providing for uncertificated shares, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, representing the number of shares registered in certificate form.
(b) Form and Records. Stock certificates of the corporation shall be in such form as approved by the board of directors. The stock record books and the blank stock certificate books shall be kept by the secretary or by any agency designated by the board of directors for that purpose. The stock certificates of the corporation shall be numbered and registered in the stock ledger and transfer books of the corporation as they are issued.
(c) Signatures. Any of or all the signatures upon the stock certificates of the corporation may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer, transfer agent or registrar, before the certificate is issued, it may be issued with the same effect as if the signatory were such officer, transfer agent or registrar at the date of its issue.
SECTION 6.02. Transfer. Transfers of shares shall be made on the share register or transfer books of the corporation upon surrender of the certificate therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made which would be inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform Commercial Code-Investment Securities.
SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates. The board of directors may direct a new certificate of stock or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to give the corporation a bond sufficient to indemnify against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
SECTION 6.04. Record Holder of Shares. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its
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books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
SECTION 6.05. Determination of Stockholders of Record.
(a) Meetings of Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting.
(b) Consent of Stockholders. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the GCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the GCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.
(c) Dividends. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record
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date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER AUTHORIZED REPRESENTATIVES
SECTION 7.01. Indemnification of Authorized Representatives in Third Party Proceedings. The corporation shall indemnify any person who was or is an authorized representative of the corporation (which shall mean for purposes of this Article a director or officer of the corporation, or a person serving at the request of the corporation as a director, officer, or trustee, of another corporation, partnership, joint venture, trust or other enterprise) and who was or is a party (which shall include for purposes of this Article the giving of testimony or similar involvement) or is threatened to be made a party to any third party proceeding (which shall mean for purposes of this Article any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation) by reason of the fact that such person was or is an authorized representative of the corporation, against expenses (which shall include for purposes of this Article attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such third party proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal third party proceeding (which shall include for purposes of this Article any administrative or investigative third party proceeding which could or does lead to a criminal third party proceeding) had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the authorized representative did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.
SECTION 7.02. Indemnification of Authorized Representatives in Corporate Proceedings. The corporation shall indemnify any person who was or is an authorized representative of the corporation and who was or is a party or is threatened to be made a party to any corporate proceeding (which shall mean for purposes of this Article any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor or investigative proceeding by the corporation), by reason of the fact that such person was or is an authorized representative of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such corporate proceeding if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made
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in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such corporate proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such authorized representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
SECTION 7.03. Mandatory Indemnification of Authorized Representatives. To the extent that an authorized representative or other employee or agent of the corporation has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.
SECTION 7.04. Determination of Entitlement to Indemnification. Any indemnification under section 7.01, 7.02 or 7.03 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative or other employee or agent is proper in the circumstances because such person has either met the applicable standard of conduct set forth in section 7.01 or 7.02 or has been successful on the merits or otherwise as set forth in section 7.03 and that the amount requested has been actually and reasonably incurred. Such determination shall be made:
(1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such third party or corporate proceeding; or
(2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
(3) by the stockholders.
SECTION 7.05. Advancing Expenses. Expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an authorized representative by the corporation in advance of the final disposition of such third party or corporate proceeding upon receipt of an undertaking by or on behalf of the authorized representative to repay such amount if it shall ultimately be determined that the authorized representative is not entitled to be indemnified by the corporation as authorized in this Article. The financial ability of any authorized representative to make a repayment contemplated by this section shall not be a prerequisite to the making of an advance. Expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
SECTION 7.06. Definitions. For purposes of this Article:
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(1) "authorized representative" shall mean any and all directors and officers of the corporation and any person designated as an authorized representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise);
(2) "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;
(3) "corporate proceeding" shall mean any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor or investigative proceeding by the corporation;
(4) "criminal third party proceeding" shall include any action or investigation which could or does lead to a criminal third party proceeding;
(5) "expenses" shall include attorneys' fees and disbursements;
(6) "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan;
(7) "not opposed to the best interests of the corporation" shall include actions taken in good faith and in a manner the authorized representative reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan;
(8) "other enterprises" shall include employee benefit plans;
(9) "party" shall include the giving of testimony or similar involvement;
(10) "serving at the request of the corporation" shall include any service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries; and
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(11) "third party proceeding" shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.
SECTION 7.07. Employee Benefit Plans. For purposes of this Article the corporation shall be deemed to have requested an authorized representative to serve an employee benefit plan where the performance by such person of duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an authorized representative with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines"; and action taken or omitted by such person with respect to an employee benefit plan in the performance of duties for a purpose reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
SECTION 7.08. Scope of Article. The indemnification of authorized representatives and advancement of expenses, as authorized by the preceding provisions of this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7.09. Reliance on Provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon rights of indemnification provided by this Article.
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ARTICLE VIII
General Provisions
SECTION 8.01. Dividends. Subject to the restrictions contained in the GCL and any restrictions contained in the certificate of incorporation, the board of directors may declare and pay dividends upon the shares of capital stock of the corporation.
SECTION 8.02. Contracts. Except as otherwise provided in these bylaws, the board of directors may authorize any officer or officers including the chairman and vice chairman of the board of directors, or any agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation and such authority may be general or confined to specific instances.
SECTION 8.03. Corporate Seal. The corporation shall have a corporate seal, which shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
SECTION 8.04. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.
SECTION 8.05. Corporate Records.
(a) Examination by Stockholders. Every stockholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the stock ledger, list of stockholders, books or records of account, and records of the proceedings of the stockholders and directors of the corporation, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. Where the stockholder seeks to inspect the books and records of the corporation, other than its stock ledger or list of stockholders, the stockholder shall first establish (1) that the stockholder has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents; and (2) that the inspection sought is for a proper purpose. Where the stockholder seeks to inspect the stock ledger or list of stockholders of the corporation and has complied with the provisions of this section respecting the form and manner
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of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection sought is for an improper purpose.
(b) Examination by Directors. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the person's position as a director.
SECTION 8.06. Amendment of Bylaws. These bylaws may be altered, amended or repealed or new bylaws may be adopted either (1) by vote of the stockholders at a duly organized annual or special meeting of stockholders, or (2) by vote of a majority of the board of directors at any regular or special meeting of directors if such power is conferred upon the board of directors by the certificate of incorporation.
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Exhibit 3.5
B Y L A W S
OF
AP EAGLE FINANCE CORP.
 (A DELAWARE CORPORATION)
ARTICLE I
OFFICES AND FISCAL YEAR
SECTION 1.01. Registered Office. The registered office of the corporation shall be at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware until otherwise established by resolution of the board of directors, and a certificate certifying the change is filed in the manner provided by statute.
SECTION 1.02. Other Offices. The corporation may also have offices at such other places within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation requires.
SECTION 1.03. Fiscal Year. The fiscal year of the corporation shall end on the 30th of September in each year.
ARTICLE II
NOTICE - WAIVERS - MEETINGS
SECTION 2.01. Notice, What Constitutes. Whenever, under the provisions of the Delaware General Corporation Law ("GCL") or the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission to the address (or to the telex, TWX, facsimile or telephone number) of the person appearing on the books of the corporation, or in the case of directors, supplied to the corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to be given when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched, or in the case of facsimile transmission, when received.
SECTION 2.02. Notice of Meetings of Board of Directors. Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting of the board of directors shall be given to each director by telephone or in writing at least 24 hours (in the case of notice by telephone, telex, TWX or facsimile transmission) or 48 hours (in the case of notice by telegraph, courier service or express mail) or five days (in the case of notice by first class mail)

before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting.
SECTION 2.03. Notice of Meetings of Stockholders. Written notice of the place, date and hour of every meeting of the stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting. Every notice of a special meeting shall state the purpose or purposes thereof. If the notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at the address of the stockholder as it appears on the records of the corporation.
SECTION 2.04. Waivers of Notice.
(a) Written Waiver. Whenever notice is required to be given under any provisions of the GCL or the certificate of incorporation or these bylaws, a written waiver, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice of such meeting.
(b) Waiver by Attendance. Attendance of a person at a meeting, either in person or by proxy, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.
SECTION 2.05. Exception to Requirements of Notice.
(a) General Rule. Whenever notice is required to be given, under any provision of the GCL or of the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.
(b) Stockholders Without Forwarding Addresses. Whenever notice is required to be given, under any provision of the GCL or the certificate of incorporation or these bylaws, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a 12 month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been
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returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth the person's then current address, the requirement that notice be given to such person shall be reinstated.
SECTION 2.06. Conference Telephone Meetings. One or more directors may participate in a meeting of the board, or of a committee of the board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 3.01. Place of Meeting. All meetings of the stockholders of the corporation shall be held at the registered office of the corporation, or at such other place within or without the State of Delaware as shall be designated by the board of directors in the notice of such meeting.
SECTION 3.02. Annual Meeting. The board of directors may fix and designate the date and time of the annual meeting of the stockholders, but if no such date and time is fixed and designated by the board, the meeting for any calendar year shall be held on the first Tuesday in March in such year, if not a legal holiday under the laws of Delaware, and, if a legal holiday, then on the next succeeding business day, not a Saturday, at a time during business hours as specified in the notice of such meeting, and at said meeting the stockholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting.
SECTION 3.03. Special Meetings. Special meetings of the stockholders of the corporation may be called at any time by the chairman of the board, a majority of the board of directors, the president, or at the request, in writing, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the particular meeting. At any time, upon the written request of any person or persons who have duly called a special meeting, which written request shall state the purpose or purposes of the meeting, it shall be the duty of the secretary to fix the date of the meeting which shall be held at such date and time as the secretary may fix, not less than ten nor more than 60 days after the receipt of the request, and to give due notice thereof. If the secretary shall neglect or refuse to fix the time and date of such meeting and give notice thereof, the person or persons calling the meeting may do so.
SECTION 3.04. Quorum, Manner of Acting and Adjournment.
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(a) Quorum. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by the GCL, by the certificate of incorporation or by these bylaws. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
(b) Manner of Acting. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders, unless the question is one upon which, by express provision of the applicable statute, the certificate of incorporation or these bylaws, a different vote is required in which case such express provision shall govern and control the decision of the question. The stockholders present in person or by proxy at a duly organized meeting can continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum.
SECTION 3.05. Organization. At every meeting of the stockholders, the chairman of the board, if there be one, or in the case of a vacancy in the office or absence of the chairman of the board, one of the following persons present in the order stated: the vice chairman, if one has been appointed, the president, the vice presidents in their order of rank or seniority, a chairman designated by the board of directors or a chairman chosen by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman, shall act as secretary.
SECTION 3.06. Voting.
(a) General Rule. Unless otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock having voting power held by such stockholder.
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(b) Voting and Other Action by Proxy.
(1) A stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy. Such execution may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission if such telegram, cablegram or other means of electronic transmission sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.
(2) No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
(3) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
SECTION 3.07. Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required in this section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt
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requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
SECTION 3.08. Voting Lists. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting. The list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. Powers. All powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.
SECTION 4.02. Number and Term of Office. The board of directors shall consist of such number of directors, not less than three nor more than ten, as may be determined from time to time by resolution of the board of directors. Each director shall hold office until the expiration of the term for which he or she was selected and until a successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Directors need not be residents of Delaware or stockholders of the corporation.
SECTION 4.03. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by statute. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board
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(as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
SECTION 4.04. Resignations. Any director may resign at any time upon written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.
SECTION 4.05. Removal. Any director or the entire board of directors may be removed, with or without cause, by the holders of shares entitled to cast a majority of the votes which all stockholders are entitled to cast at an election of directors.
SECTION 4.06. Organization. At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of a vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary.
SECTION 4.07. Place of Meeting. Meetings of the board of directors shall be held at such place within or without the State of Delaware as the board of directors may from time to time determine, or as may be designated in the notice of the meeting.
SECTION 4.08. Regular Meetings. Regular meetings of the board of directors shall be held without notice at such time and place as shall be designated from time to time by resolution of the board of directors.
SECTION 4.09. Special Meetings. Special meetings of the board of directors shall be held whenever called by the president or by two or more of the directors.
SECTION 4.10. Quorum, Manner of Acting and Adjournment.
(a) General Rule. At all meetings of the board a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by the GCL or by the certificate of incorporation. If a quorum is not present at any meeting of the board of directors, the directors
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present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
(b) Unanimous Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if all members of the board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board.
SECTION 4.11. Executive and Other Committees.
(a) Establishment. The board of directors may, by resolution adopted by a majority of the whole board, establish an Executive Committee and one or more other committees, each committee to consist of one or more directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and the alternate or alternates, if any, designated for such member, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.
(b) Powers. The Executive Committee, if established, and any such other committee to the extent provided in the resolution establishing such committee shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the GCL, fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the GCL, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation. The Executive Committee shall have the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the GCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee so formed shall keep regular minutes of its meetings and report the same to the board of directors when required.
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(c) Committee Procedures. The term "board of directors" or "board," when used in any provision of these bylaws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to the Executive Committee or other committee of the board.
SECTION 4.12. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors.
ARTICLE V
OFFICERS
SECTION 5.01. Number, Qualifications and Designation. The officers of the corporation shall be chosen by the board of directors and shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of section 5.03 of this Article. Any number of offices may be held by the same person. Officers may, but need not, be directors or stockholders of the corporation. The board of directors may elect from among the members of the board a chairman of the board and a vice chairman of the board who shall be officers of the corporation. The chairman of the board or the president, as designated from time to time by the board of directors, shall be the chief executive officer of the corporation.
SECTION 5.02. Election and Term of Office. The officers of the corporation, except those elected by delegated authority pursuant to section 5.03 of this Article, shall be elected annually by the board of directors, and each such officer shall hold office for a term of one year and until a successor is elected and qualified, or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.
SECTION 5.03. Subordinate Officers, Committees and Agents. The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these bylaws, or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
SECTION 5.04. The Chairman and Vice Chairman of the Board. The chairman of the board, if there be one, or in the absence of the chairman, the vice chairman of the board, if there be one, shall preside at all meetings of the stockholders and of the board of directors, and shall perform such other duties as may from time to time be assigned to them by the board of directors.
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SECTION 5.05. The President. The president shall have general supervision over the business and operations of the corporation, subject, however, to the control of the board of directors. The president shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the board of directors and, if the chairman of the board is the chief executive officer, the chairman of the board.
SECTION 5.06. The Vice Presidents. The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the board of directors or by the president.
SECTION 5.07. The Secretary. The secretary, or an assistant secretary, shall attend all meetings of the stockholders and of the board of directors and shall record the proceedings of the stockholders and of the directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors or the president.
SECTION 5.08. The Treasurer. The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; whenever so required by the board of directors, shall render an account showing his or her transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the president.
SECTION 5.09. Officers' Bonds. No officer of the corporation need provide a bond to guarantee the faithful discharge of the officer's duties unless the board of directors shall by resolution so require a bond in which event such officer shall give the corporation a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of office.
SECTION 5.10. Salaries. The salaries of the officers and agents of the corporation elected by the board of directors shall be fixed from time to time by the board of directors.
ARTICLE VI
CERTIFICATES OF STOCK, TRANSFER, ETC.
SECTION 6.01. Form and Issuance.
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(a) Issuance. The shares of the corporation shall be represented by certificates unless the board of directors shall by resolution provide that some or all of any class or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Notwithstanding the adoption of any resolution providing for uncertificated shares, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, representing the number of shares registered in certificate form.
(b) Form and Records. Stock certificates of the corporation shall be in such form as approved by the board of directors. The stock record books and the blank stock certificate books shall be kept by the secretary or by any agency designated by the board of directors for that purpose. The stock certificates of the corporation shall be numbered and registered in the stock ledger and transfer books of the corporation as they are issued.
(c) Signatures. Any of or all the signatures upon the stock certificates of the corporation may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer, transfer agent or registrar, before the certificate is issued, it may be issued with the same effect as if the signatory were such officer, transfer agent or registrar at the date of its issue.
SECTION 6.02. Transfer. Transfers of shares shall be made on the share register or transfer books of the corporation upon surrender of the certificate therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made which would be inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform Commercial Code-Investment Securities.
SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates. The board of directors may direct a new certificate of stock or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to give the corporation a bond sufficient to indemnify against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
SECTION 6.04. Record Holder of Shares. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its
11

books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
SECTION 6.05. Determination of Stockholders of Record.
(a) Meetings of Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting.
If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting.
(b) Consent of Stockholders. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the GCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the GCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.
(c) Dividends. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record
12

date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER AUTHORIZED REPRESENTATIVES
SECTION 7.01. Indemnification of Authorized Representatives in Third Party Proceedings. The corporation shall indemnify any person who was or is an authorized representative of the corporation (which shall mean for purposes of this Article a director or officer of the corporation, or a person serving at the request of the corporation as a director, officer, or trustee, of another corporation, partnership, joint venture, trust or other enterprise) and who was or is a party (which shall include for purposes of this Article the giving of testimony or similar involvement) or is threatened to be made a party to any third party proceeding (which shall mean for purposes of this Article any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation) by reason of the fact that such person was or is an authorized representative of the corporation, against expenses (which shall include for purposes of this Article attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such third party proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal third party proceeding (which shall include for purposes of this Article any administrative or investigative third party proceeding which could or does lead to a criminal third party proceeding) had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the authorized representative did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.
SECTION 7.02. Indemnification of Authorized Representatives in Corporate Proceedings. The corporation shall indemnify any person who was or is an authorized representative of the corporation and who was or is a party or is threatened to be made a party to any corporate proceeding (which shall mean for purposes of this Article any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor or investigative proceeding by the corporation), by reason of the fact that such person was or is an authorized representative of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such corporate proceeding if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made
13

in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such corporate proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such authorized representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
SECTION 7.03. Mandatory Indemnification of Authorized Representatives. To the extent that an authorized representative or other employee or agent of the corporation has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.
SECTION 7.04. Determination of Entitlement to Indemnification. Any indemnification under section 7.01, 7.02 or 7.03 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative or other employee or agent is proper in the circumstances because such person has either met the applicable standard of conduct set forth in section 7.01 or 7.02 or has been successful on the merits or otherwise as set forth in section 7.03 and that the amount requested has been actually and reasonably incurred. Such determination shall be made:
(1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such third party or corporate proceeding; or
(2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
(3) by the stockholders.
SECTION 7.05. Advancing Expenses. Expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of an authorized representative by the corporation in advance of the final disposition of such third party or corporate proceeding upon receipt of an undertaking by or on behalf of the authorized representative to repay such amount if it shall ultimately be determined that the authorized representative is not entitled to be indemnified by the corporation as authorized in this Article. The financial ability of any authorized representative to make a repayment contemplated by this section shall not be a prerequisite to the making of an advance. Expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
SECTION 7.06. Definitions. For purposes of this Article:
14

(1) "authorized representative" shall mean any and all directors and officers of the corporation and any person designated as an authorized representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise);
(2) "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;
(3) "corporate proceeding" shall mean any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor or investigative proceeding by the corporation;
(4) "criminal third party proceeding" shall include any action or investigation which could or does lead to a criminal third party proceeding;
(5) "expenses" shall include attorneys' fees and disbursements;
(6) "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan;
(7) "not opposed to the best interests of the corporation" shall include actions taken in good faith and in a manner the authorized representative reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan;
(8) "other enterprises" shall include employee benefit plans;
(9) "party" shall include the giving of testimony or similar involvement;
(10) "serving at the request of the corporation" shall include any service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries; and
15

(11) "third party proceeding" shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.
SECTION 7.07. Employee Benefit Plans. For purposes of this Article the corporation shall be deemed to have requested an authorized representative to serve an employee benefit plan where the performance by such person of duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on an authorized representative with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines"; and action taken or omitted by such person with respect to an employee benefit plan in the performance of duties for a purpose reasonably believed to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
SECTION 7.08. Scope of Article. The indemnification of authorized representatives and advancement of expenses, as authorized by the preceding provisions of this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7.09. Reliance on Provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon rights of indemnification provided by this Article.
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ARTICLE VIII
General Provisions
SECTION 8.01. Dividends. Subject to the restrictions contained in the GCL and any restrictions contained in the certificate of incorporation, the board of directors may declare and pay dividends upon the shares of capital stock of the corporation.
SECTION 8.02. Contracts. Except as otherwise provided in these bylaws, the board of directors may authorize any officer or officers including the chairman and vice chairman of the board of directors, or any agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation and such authority may be general or confined to specific instances.
SECTION 8.03. Corporate Seal. The corporation shall have a corporate seal, which shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
SECTION 8.04. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.
SECTION 8.05. Corporate Records.
(a) Examination by Stockholders. Every stockholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the stock ledger, list of stockholders, books or records of account, and records of the proceedings of the stockholders and directors of the corporation, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. Where the stockholder seeks to inspect the books and records of the corporation, other than its stock ledger or list of stockholders, the stockholder shall first establish (1) that the stockholder has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents; and (2) that the inspection sought is for a proper purpose. Where the stockholder seeks to inspect the stock ledger or list of stockholders of the corporation and has complied with the provisions of this section respecting the form and manner
17

of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection sought is for an improper purpose.
(b) Examination by Directors. Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the person's position as a director.
SECTION 8.06. Amendment of Bylaws. These bylaws may be altered, amended or repealed or new bylaws may be adopted either (1) by vote of the stockholders at a duly organized annual or special meeting of stockholders, or (2) by vote of a majority of the board of directors at any regular or special meeting of directors if such power is conferred upon the board of directors by the certificate of incorporation.
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Exhibit 4.2

AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.

$200,000,000
SERIES A AND SERIES B
8-7/8% SENIOR NOTES DUE 2011

INDENTURE
Dated August 21, 2001

FIRST UNION NATIONAL BANK
TRUSTEE

i

CROSS-REFERENCE TABLE

Trust Indenture Act Section                                   Indenture Section
---------------------------                                   -----------------
310(a)(1)................................................          7.10
(a)(2)...................................................          7.10
(a)(3)...................................................          N.A.
(a)(4)...................................................          N.A.
(a)(5)...................................................          7.10
(b)......................................................          7.8; 7.10
(c)......................................................          N.A.
311(a)...................................................          7.11
(b)......................................................          7.11
(c)......................................................          N.A.
312(a)...................................................          2.5
(b)......................................................          10.3
(c)......................................................          10.3
313(a)...................................................          7.6
(b)(1)...................................................          N.A.
(b)(2)...................................................          7.6
(c)......................................................          7.6
(d)......................................................          7.6
314(a)...................................................          4.3; 4.4
(b)......................................................          N.A.
(c)(1)...................................................          10.4
(c)(2)...................................................          10.4
(c)(3)...................................................          N.A.
(d)......................................................          10.4
(e)......................................................          10.5
(f)......................................................          N.A.
315(a)...................................................          7.1(2)
(b)......................................................          7.5
(c)......................................................          7.1(1)
(d)......................................................          7.1(3)
(e)......................................................          6.11
316(a)(last sentence)....................................          2.9
(a)(1)(A)................................................          6.5
(a)(1)(B)................................................          6.4
(a)(2)...................................................          N.A.
(b)......................................................          6.7
(c)......................................................          9.4
317(a)(1)................................................          6.8
(a)(2)...................................................          6.9
(b)......................................................          2.4
318(a)...................................................          10.1
(b)......................................................          N.A.
(c)......................................................          10.1	

N.A. means not applicable
This cross-reference table is not part of the Indenture.
ii

TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS AND INCORPORATION BY REFERENCE                                                   1
         1.1 Definitions............................................................................    1
         1.2 Other Definitions......................................................................   22
         1.3 Incorporation by Reference of Trust Indenture Act......................................   23
         1.4 Rules of Construction..................................................................   23

ARTICLE 2: THE NOTES                                                                                   24
         2.1 Form and Dating........................................................................   24
         2.2 Execution and Authentication...........................................................   24
         2.3 Registrar and Paying Agent.............................................................   25
         2.4 Paying Agent to Hold Money in Trust....................................................   25
         2.5 Holder Lists...........................................................................   26
         2.6 Transfer and Exchange..................................................................   26
         2.7 Replacement Notes......................................................................   33
         2.8 Outstanding Notes......................................................................   33
         2.9 Treasury Notes.........................................................................   34
         2.10 Temporary Notes.......................................................................   34
         2.11 Cancellation..........................................................................   35
         2.12 Defaulted Interest....................................................................   35

ARTICLE 3: REDEMPTION AND OFFERS TO PURCHASE                                                           35
         3.1 Notice to Trustee......................................................................   35
         3.2 Selection of Notes to Be Redeemed......................................................   36
         3.3 Notice of Redemption to Holders........................................................   36
         3.4 Effect of Notice of Redemption.........................................................   38
         3.5 Deposit of Redemption Price............................................................   38
         3.6 Notes Redeemed in Part.................................................................   38
         3.7 Optional Redemption....................................................................   38
         3.8 Mandatory Redemption...................................................................   39
         3.9 Special Mandatory Redemption...........................................................   39
         3.10 Offer to Purchase by Application of Excess Proceeds...................................   39

ARTICLE 4: COVENANTS                                                                                   41
         4.1 Payment of Notes.......................................................................   41
         4.2 Maintenance of Office or Agency........................................................   41
         4.3 Reports................................................................................   42
         4.4 Compliance Certificate.................................................................   42
         4.5 Taxes..................................................................................   43
         4.6 Stay, Extension and Usury Laws.........................................................   43
         4.7 Partnership and Corporate Existence....................................................   43
         4.8 Limitation on Additional Indebtedness..................................................   44	

iii

         4.9 Limitation on Restricted Payments......................................................   44
         4.10 Limitation on Liens...................................................................   46
         4.11 Limitation on Transactions with Affiliates............................................   46
         4.12 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.........   46
         4.13 Limitation on Sale and Leaseback Transactions.........................................   47
         4.14 Limitation on Finance Corp............................................................   47
         4.15 Line of Business......................................................................   48
         4.16 Asset Sales...........................................................................   48
         4.17 Change of Control.....................................................................   49
         4.18. Deposit of Proceeds with the Escrow Agent Pending Consummation of Acquisition........   50

ARTICLE 5: SUCCESSORS                                                                                  51
         5.1 Merger, Consolidation or Sale of Assets................................................   51
         5.2 Successor Person Substituted...........................................................   52

ARTICLE 6: DEFAULTS AND REMEDIES                                                                       52
         6.1 Events of Default......................................................................   52
         6.2 Acceleration...........................................................................   54
         6.3 Other Remedies.........................................................................   54
         6.4 Waiver of Past Defaults................................................................   55
         6.5 Control by Majority....................................................................   55
         6.6 Limitation on Suits....................................................................   55
         6.7 Rights of Holders to Receive Payment...................................................   55
         6.8 Collection Suit by Trustee.............................................................   56
         6.9 Trustee May File Proofs of Claim.......................................................   56
         6.10 Priorities............................................................................   56
         6.11 Undertaking for Costs.................................................................   57

ARTICLE 7: TRUSTEE                                                                                     57
         7.1 Duties of Trustee......................................................................   57
         7.2 Rights of Trustee......................................................................   58
         7.3 Definitive Rights of Trustee...........................................................   59
         7.4 Trustee's Disclaimer...................................................................   59
         7.5 Notice of Defaults.....................................................................   59
         7.6 Reports by Trustee to Holders..........................................................   59
         7.7 Compensation and Indemnity.............................................................   59
         7.8 Replacement of Trustee.................................................................   60
         7.9 Successor Trustee by Merger, etc.......................................................   61
         7.10 Eligibility; Disqualification.........................................................   61
         7.11 Preferential Collection of Claims Against Issuers.....................................   62	

iv

ARTICLE 8: LEGAL DEFEASANCE AND COVENANT DEFEASANCE                                                     62
         8.1 Option to Effect Legal Defeasance or Covenant Defeasance...............................    62
         8.2 Legal Defeasance and Discharge.........................................................    62
         8.3 Covenant Defeasance....................................................................    62
         8.4 Conditions to Legal Defeasance or Covenant Defeasance..................................    63
         8.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                  Provisions........................................................................    64
         8.6 Repayment to Issuers...................................................................    65
         8.7 Reinstatement..........................................................................    65
         8.8 Discharge of Liability on Securities; Defeasance.......................................    65

ARTICLE 9: AMENDMENTS                                                                                   66
         9.1 Without Consent of Holders.............................................................    66
         9.2 With Consent of Holders................................................................    66
         9.3 Compliance with Trust Indenture Act....................................................    68
         9.4 Relocation and Effect of Consents......................................................    68
         9.5 Notation on or Exchange of Notes.......................................................    68
         9.6 Trustee to Sign Amendments, etc........................................................    69

ARTICLE 10: MISCELLANEOUS                                                                               69
         10.1 Trust Indenture Act Controls..........................................................    69
         10.2 Notices...............................................................................    69
         10.3 Communication by Holders with Other Holders...........................................    70
         10.4 Certificate and Opinion as to Conditions Precedent....................................    70
         10.5 Statements Required in Certificate or Opinion.........................................    71
         10.6 Form of Documents Delivered to Trustee................................................    71
         10.7 Rules by Trustee and Agents...........................................................    72
         10.8 Legal Holidays........................................................................    72
         10.9 No Recourse Against Others............................................................    72
         10.10 Duplicate Originals..................................................................    73
         10.11 Governing Law........................................................................    73
         10.12 No Adverse Interpretation of Other Agreements........................................    73
         10.13 Successors...........................................................................    73
         10.14 Benefits of Indenture................................................................    73
         10.15 Severability.........................................................................    73
         10.16 Counterpart Originals................................................................    74
         10.17 Table of Contents, Headings, etc.....................................................    74	

SIGNATURES

EXHIBIT A  FORM OF NOTE                                                                               A-1
EXHIBIT B  CERTIFICATE OF TRANSFEROR                                                                  B-1
EXHIBIT C  CERTIFICATE OF ACCREDITED INSTITUTION                                                      C-1
EXHIBIT D  CERTIFICATE OF REGULATION S TRANSFEROR                                                     D-1	

v

INDENTURE, dated August 21, 2001, among AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"), AP Eagle Finance Corp., a Delaware corporation ("Finance Corp." and, together with the Partnership, the "Issuers"), and First Union National Bank, as trustee ("Trustee").
The Issuers and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 8-7/8% Series A Senior Notes due 2011 (the "Series A Notes") of the Issuers, as joint and several obligors, the 8-7/8% Series B Senior Notes due 2011 of the Issuers, as joint and several obligors (the "Series B Notes") and any Additional Notes issued in compliance with Section 4.8 and the other terms hereof (the Additional Notes, Series A Notes and Series B Notes are together referred to as the "Notes").
ARTICLE 1: DEFINITIONS AND INCORPORATION BY REFERENCE
1.1 Definitions.
"10% Notes" means the 10% senior notes due April 15, 2006 that are outstanding on the Issue Date, and any 10% senior notes due April 15, 2006 that are issued in exchange for such notes.
10-1/8% Notes" means the 10-1/8% series B senior notes due 2007 that are outstanding on the Issue Date.
"10-1/8% Notes Issue Date" means April 19, 1995.
"Acquired Indebtedness" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person merged with or into or became a Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person and (ii) Indebtedness encumbering any asset acquired by such specified Person.
"Acquisition" means the acquisition by the Partnership and certain of its Affiliates of the propane distribution businesses of Columbia Energy Group.
"Acquisition Agreement" means the purchase agreement among the Partnership, AmeriGas Propane, L.P., AmeriGas Propane, Inc. and Columbia Energy Group, Columbia Propane Corporation, Columbia Propane, L.P. and CP Holdings, Inc. dated as of January 30, 2001, and as amended and restated on August 7, 2001, which sets forth the terms of the Acquisition.
"Acquisition Facility" means the loan facility of the Operating Partnership provided for in the Credit Agreement for the purpose of financing acquisitions.
"Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person. For purposes of this definition, "control" shall mean the power to direct management and policies, whether through the ownership of voting securities, by contract or
-1-

otherwise. Notwithstanding the foregoing, the term "Affiliate" shall not include any Wholly-Owned Restricted Subsidiary.
"Agent" means any Registrar, Paying Agent or co-registrar.
"Asset Acquisition" means (a) an Investment by the Partnership or any Restricted Subsidiary of the Partnership in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Partnership, or shall be merged with or into the Partnership or any Restricted Subsidiary of the Partnership, (b) the acquisition by the Partnership or any Restricted Subsidiary of the Partnership of the assets of any Person (other than a Restricted Subsidiary of the Partnership) which constitute all or substantially all of the assets of such Person or (c) the acquisition by the Partnership or any Restricted Subsidiary of the Partnership of any division or line of business of any Person (other than a Restricted Subsidiary of the Partnership).
"Attributable Debt" means, with respect to any Sale and Leaseback Transaction not involving a Capital Lease, as of any date of determination, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included in such transaction (in the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental obligation shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).
"Available Cash," as to any quarter, means: (a) the sum of (i) all cash of the Partnership, the Operating Partnership and any Subsidiaries thereof, treated as a single consolidated entity (together the "Partnership Group"), on hand at the end of such quarter, and (ii) all additional cash of the Partnership Group on hand on the date of determination of Available Cash with respect to such quarter resulting from borrowings subsequent to the end of such quarter, less (b) the amount of cash reserves that is necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures) subsequent to such quarter, (ii) provide funds for distributions under Sections 5.3(a), (b) and (c) or 5.4(a) of the Partnership Agreement in respect of any one or more of the next four quarters or (iii) comply with applicable law or any debt instrument or other agreement or obligation to which any member of the Partnership Group is a party or its assets are subject; provided, however, that Available Cash attributable to any Restricted Subsidiary of the Partnership shall be excluded to the extent dividends or distributions of such Available Cash by such Restricted Subsidiary are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation.
"Bank Credit Facilities" means the Acquisition Facility and the Revolving Loan Facility.
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"Board of Directors" means, as applicable, the Board of Directors of the General Partner, on behalf of the Partnership (or the Partnership if the Partnership is a corporation), or of Finance Corp., or any authorized committee of the Board of Directors.
"Business" means the business of wholesale and retail sales, distribution and storage of propane gas and related petroleum derivative products and the retail sale and distribution of propane related supplies and equipment, including home appliances.
"Business Day" means any day other than a Legal Holiday.
"Capital Stock" means, with respect to any Person, any and all shares, interests, units representing interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, including, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers upon a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, and any rights (other than debt securities convertible into capital stock), warrants or options exchangeable for or convertible into such capital stock.
"Capital Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by such Person (as lessee or guarantor or other surety) which would, in accordance with GAAP, be required to be classified and accounted for as a capital lease on a balance sheet of such Person.
"Change of Control" means (i) the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership or the Operating Partnership to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) other than Permitted Holders or any Person of which Permitted Holders beneficially own in the aggregate 51% or more of the Voting Stock, (ii) the merger or consolidation of the Partnership or the Operating Partnership with another partnership or corporation other than a Permitted Holder or any Person of which Permitted Holders beneficially own in the aggregate 51% or more of the Voting Stock, (iii) the liquidation or dissolution of the Partnership or the General Partner or (iv) the occurrence of any transaction, the result of which is that Permitted Holders beneficially own in the aggregate, directly or indirectly, less than 51% of the Voting Stock of the General Partner.
"Common Units" means the common units representing limited partner interests of the Partnership, having the rights and obligations specified with respect to Common Units of the Partnership.
"Consolidated Borrowing Base Amount" means an amount equal to the sum of (i) 70% of the face amount of Eligible Accounts Receivable of the Partnership and its Restricted Subsidiaries and (ii) 70% of the book value (calculated on a first in, first out basis) of the consolidated Inventory of the Partnership and its Restricted Subsidiaries, in each case as determined in accordance with GAAP. To the extent that information is not available as to the amount of Eligible Accounts Receivable or Inventory as of a specific date, the Partnership may utilize the most recent available information for purposes of calculating the Consolidated Borrowing Base Amount.
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"Consolidated Cash Flow Available for Fixed Charges" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the sum of, without duplication, the amounts for such period, taken as a single accounting period, of (a) Consolidated Net Income, (b) Consolidated Non-cash Charges, (c) Consolidated Interest Expense and (d) Consolidated Income Tax Expense.
"Consolidated Fixed Charge Coverage Ratio" means, with respect to the Partnership and its Restricted Subsidiaries, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters immediately preceding the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the "Four Quarter Period") to the aggregate amount of Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to, without duplication, (a) the incurrence or repayment of any Indebtedness (other than revolving credit borrowings) of the Partnership or any of its Restricted Subsidiaries (and, in the case of any incurrence, the application of the net proceeds thereof) during the period commencing on the first day of the Four Quarter Period to and including the Transaction Date (the "Reference Period"), including, without limitation, the incurrence of the Indebtedness giving rise to the need to make such calculation (and the application of the net proceeds thereof), as if such incurrence (and application) occurred on the first day of the Reference Period, and (b) any Asset Sales or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Partnership or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness) occurring during the Reference Period, as if such Asset Sale or Asset Acquisition occurred on the first day of the Reference Period; provided, however, that (i) Consolidated Fixed Charges shall be reduced by amounts attributable to businesses or assets that are so disposed of or discontinued only to the extent that the obligations giving rise to such Consolidated Fixed Charges would no longer be obligations contributing to the Consolidated Fixed Charges subsequent to the date of determination of the Consolidated Fixed Charge Coverage Ratio and (ii) Consolidated Cash Flow Available for Fixed Charges generated by an acquired business or asset shall be determined by the actual gross profit (revenues minus cost of goods sold) of such acquired business or asset during the immediately preceding four full fiscal quarters in the Reference Period minus the pro forma expenses that would have been incurred by the Partnership and its Restricted Subsidiaries in the operation of such acquired business or asset during such period, computed on the basis of personnel expenses for employees retained or to be retained by the Partnership and its Restricted Subsidiaries in the operation of the acquired business or asset and non-personnel costs and expenses incurred by the Partnership and its Restricted Subsidiaries in the operation of the Partnership's business at similarly situated facilities. Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the "Consolidated Fixed Charge Coverage Ratio," (i) interest on outstanding Indebtedness (other than Indebtedness referred to in clause (ii) below) determined on a fluctuating basis as of the last day of the Four Quarter Period and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on such date; (ii) only actual interest payments associated with Indebtedness incurred in accordance
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with clauses (e) and (g) of the definition of Permitted Indebtedness, and all Permitted Refinancing Indebtedness thereof, during the Four Quarter Period shall be included in such calculation; and (iii) if interest on any Indebtedness actually incurred on such date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the last day of the Four Quarter Period will be deemed to have been in effect during such period.
"Consolidated Fixed Charges" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the sum of, without duplication, (a) the amounts for such period of Consolidated Interest Expense and (b) the product of (i) the aggregate amount of dividends and other distributions paid or accrued during such period in respect of Preferred Stock and Redeemable Capital Stock of the Partnership and its Restricted Subsidiaries on a consolidated basis and (ii) a fraction, the numerator which is one and the denominator of which is one minus the then applicable current combined federal, state and local statutory tax rate, expressed as a percentage.
"Consolidated Income Tax Expense" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the provision for federal, state, local and foreign income taxes of the Partnership and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.
"Consolidated Interest Expense" means, with respect to the Partnership and its Restricted Subsidiaries for any period, without duplication, the sum of
(i) the interest expense of the Partnership and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (a) any amortization of debt discount, (b) the net cost under Interest Rate Agreements, (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and (e) all accrued interest and (ii) the interest component of Capital Leases paid, accrued or scheduled to be paid or accrued by the Partnership and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.
"Consolidated Net Income" means the net income of the Partnership and its Restricted Subsidiaries, as determined on a consolidated basis in accordance with GAAP and as adjusted to exclude (i) net after-tax extraordinary gains or losses, (ii) net after-tax gains or losses attributable to Asset Sales, (iii) the net income or loss of any Person which is not a Restricted Subsidiary and which is accounted for by the equity method of accounting, provided that Consolidated Net Income shall include the amount of dividends or distributions actually paid to the Partnership or any Restricted Subsidiary, (iv) the net income or loss prior to the date of acquisition of any Person combined with the Partnership or any Restricted Subsidiary in a pooling of interest, (v) the net income of any Restricted Subsidiary to the extent that dividends or distributions of such net income are not at the date of determination permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or other regulation and (vi) the cumulative effect of any changes in accounting principles.
"Consolidated Net Worth" means, with respect to the Partnership and its Restricted Subsidiaries at any date, the consolidated stockholders' equity or partners' capital of such Person
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less the amount of such stockholders' equity or partners' capital attributable to Redeemable Capital Stock of the Partnership and its Restricted Subsidiaries, as determined in accordance with GAAP.
"Consolidated Non-cash Charges" means, with respect to the Partnership and its Restricted Subsidiaries for any period, the aggregate depreciation, amortization and any other non-cash charges resulting from writedowns in non-current assets, in each case, reducing Consolidated Net Income of the Partnership and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
"Conveyance and Contribution Agreement" means the Conveyance and Contribution Agreement, dated as of the 10-1/8% Notes Issue Date, among Petrolane, the Partnership and the Operating Partnership, together with the additional conveyance documents and instruments contemplated or referenced thereunder.
"Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 10.2 hereof or such other address as to which the Trustee may give notice to the Issuers.
"Credit Agreement" means the Credit Agreement, dated as of April 12, 1995, among the Operating Partnership, the General Partner, Petrolane and Bank of America National Trust and Savings Association, in its individual capacity and as agent, and the other banks which are or become parties from time to time thereto, evidencing the Bank Credit Facilities, as it has been and may be amended, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, and any successor or replacement facility entered into in compliance with this Indenture.
"Default" means any event that is, or after notice or passage of time, or both, would be, an Event of Default.
"Definitive Notes" means Notes that are in the form of Exhibit A attached hereto (but without including the text referred to in footnote 1 thereto).
"Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and, thereafter, "Depositary" shall mean or include such successor.
"Designation Amount" means, with respect to the designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, an amount equal to (x) the net book value of all assets of such Subsidiary at the time of such designation in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary.
"Disinterested Director" means, with respect to any transaction or series of transactions with Affiliates, a member of the Board of Directors of the General Partner who has no financial interest, and whose employer has no financial interest, in such transaction or series of transactions.
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"Eligible Accounts Receivable" means consolidated accounts receivable of the Partnership and its Restricted Subsidiaries that are no more than 60 days past due under their scheduled payment terms.
"ERISA" means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.
"Escrow Agent" means Boston Safe Deposit and Trust Company or such successor Escrow Agent as appointed pursuant to the terms of the Escrow Agreement.
"Escrow Agreement" means the escrow agreement, dated as of the Issue Date, by and among the Issuers and the Escrow Agent, regarding the deposit of the net proceeds from the issuance of the Notes.
"Event of Default" has the meaning set forth in Section 6.1 hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exchange Offer" means the offer by the Issuers to the Holders of all outstanding Transfer Restricted Securities to exchange all such outstanding Transfer Restricted Securities held by such Holders for Series B Notes, in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.
"Exchange Offer Registration Statement" means the registration statement under the Securities Act relating to the Exchange Offer, including the related prospectus.
"Finance Corp." means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.
"First Mortgage Notes" means:
(a) the first mortgage notes, series A through C, issued pursuant to the note agreements dated as of the 10-1/8% Notes Issue Date;
(b) the first mortgage notes, series D, issued pursuant to the note agreement dated as of March 15, 1999; and
(c) the first mortgage notes, series E, issued pursuant to the note agreement dated as of March 15, 2000;
in each case as these note agreements may be amended, supplemented or otherwise modified from time to time, including all exhibits and schedules thereto, and as the Indebtedness evidenced thereby may be extended, renewed, refunded or refinanced from time to time.
"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
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Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States of America, which are applicable from time to time.
"General Partner" means AmeriGas Propane, Inc., a Pennsylvania corporation, and any successors in the capacity of general partner of the Partnership or the Operating Partnership (including, if applicable, more than one successor in any such capacity at the same time).
"Global Note" means a Note that is issued in global form in the name of Cede & Co. or such other name as may be requested by an authorized representative of the Depositary, and that contains the paragraph referred to in footnote 1 and the additional schedule referred to in the form of Note attached hereto as Exhibit A.
"Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States of America is pledged.
"Guaranty" as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness, lease, cash dividend or other obligation of another, including, without limitation, (a) any such obligation directly or indirectly guaranteed or endorsed (otherwise than for collection or deposit in the ordinary course of business) by such Person, or in respect of which such Person is otherwise directly or indirectly liable, (b) any other obligation under any contract which, in economic effect, is substantially equivalent to a guaranty, including, without limitation, any such obligation of a partnership in which such Person is a general partner or of a joint venture in which such Person is a joint venturer, or (c) any obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation, or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or nonfurnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected against loss in respect thereof.
"Holder" means a Person in whose name a Note is registered.
"Indebtedness" means as applied to any Person (without duplication):
(a) any indebtedness for borrowed money and all obligations evidenced by any bond, note, debenture or other similar instrument or letter of credit (or reimbursement agreements in respect thereof) which such Person has directly or indirectly created, incurred or assumed;
(b) any indebtedness for borrowed money and all obligations evidenced by any bond, note, debenture or other similar instrument secured by any Lien in respect of property owned by such Person, whether or not such Person has assumed or become liable for the payment of such
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indebtedness; provided that the amount of such Indebtedness, if such Person has not assumed the same or become liable therefor, shall in no event be deemed to be greater than the fair market value from time to time (as determined in good faith by such Person) of the property subject to such Lien;
(c) any indebtedness, whether or not for borrowed money (excluding trade payables and accrued expenses arising in the ordinary course of business), with respect to which such Person has become directly or indirectly liable and which represents the deferred purchase price (or a portion thereof) or has been incurred to finance the purchase price (or a portion thereof) of any property or service or business acquired by such Person, whether by purchase, consolidation, merger or otherwise;
(d) the principal component of any obligations under Capital Leases to the extent such obligations would, in accordance with GAAP, appear on a balance sheet of such Person;
(e) all Attributable Debt of such Person in respect of Sale and Leaseback Transactions not involving a Capital Lease;
(f) any indebtedness of the character referred to in clause (a), (b),
(c), (d) or (e) of this definition deemed to be extinguished under GAAP but for which such Person remains legally liable;
(g) any indebtedness of any other Person of the character referred to in clause (a), (b), (c), (d), (e) or (f) of this definition with respect to which the Person whose Indebtedness is being determined has become liable by way of a Guaranty;
(h) all Redeemable Capital Stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends;
(i) any Preferred Stock of any Subsidiary of such Person valued at the liquidation preference thereof or any mandatory redemption payment obligations in respect thereof plus, in either case, accrued dividends thereon; and
(j) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) through (i) above.
For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair market value shall be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock.
"Indenture" means this Indenture, as amended or supplemented from time to time.
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"Initial Purchasers" means Credit Suisse First Boston Corporation and Salomon Smith Barney Inc., as initial purchasers in the Offering.
"Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect the Partnership or any Restricted Subsidiary from fluctuations in interest rates.
"Inventory" means goods held by a Person for sale or lease or to be furnished under contracts of service or if such Person has so furnished them, or if they are raw materials, work in process materials used or consumed in the Business or finished inventory of every type or description (including, without limitation, all liquefied petroleum gas), in each case as would be shown as inventory on a balance sheet of such Person prepared in accordance with GAAP consistently applied; and all documents of title covering such inventory, and shall specifically include all "inventory" as such term is defined in the UCC, now or hereafter owned by such Person.
"Investment" means as applied to any Person, any direct or indirect purchase or other acquisition by such Person of stock or other securities of any other Person, or any direct or indirect loan, advance or capital contribution by such Person to any other Person, and any other item which would be classified as an "investment" on a balance sheet of such Person prepared in accordance with GAAP, including, without limitation, any direct or indirect contribution by such Person of property or assets to a joint venture, partnership or other business entity in which such Person retains an interest (it being understood that a direct or indirect purchase or other acquisition by such Person of assets of any other Person (other than stock or other securities) shall not constitute an "Investment" for purposes of this Indenture). The amount involved in Investments made during any period shall be the aggregate cost to the Partnership and its Restricted Subsidiaries of all such Investments made during such period, determined in accordance with GAAP, but without regard to unrealized increases or decreases in value, or write-ups, write-downs or write-offs, of such Investments and without regard to the existence of any undistributed earnings or accrued interest with respect thereto accrued after the respective dates on which such Investments were made, less any net return of capital realized during such period upon the sale, repayment or other liquidation of such Investments (determined in accordance with GAAP, but without regard to any amounts received during such period as earnings (in the form of dividends not constituting a return of capital, interest or otherwise) on such Investments or as loans from any Person in whom such Investments have been made).
"Issue Date" means the date on which the Series A Notes are originally issued.
"Issuers" means the parties named as such in this Indenture until a successor replaces either such Issuer pursuant to this Indenture and thereafter means the remaining Issuer and the successor.
"Lien" means any mortgage, charge, pledge, lien (statutory or other), security interest, hypothecation, assignment for security, claim, or preference or priority or other encumbrance upon or with respect to any property of any kind. A Person shall be deemed to own subject to a Lien any property which such Person has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.
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"Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.
"Maturity Date" means, with respect to any Note, the date on which any principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity with respect to such principal or by declaration of acceleration, call for redemption or purchase or otherwise.
"Moody's" means Moody's Investors Service, Inc. and its successors.
"Net Amount of Unrestricted Investment" means, without duplication, the sum of (x) the aggregate amount of all Investments made after the 10-1/8% Notes Issue Date pursuant to subdivision (h) of the definition of Permitted Investments (computed as provided in the last sentence of the definition of Investment) and (y) the aggregate of all Designation Amounts in connection with the designation of Unrestricted Subsidiaries less all Designation Amounts in respect of Unrestricted Subsidiaries which have been designated as Restricted Subsidiaries and otherwise reduced in a manner consistent with the provisions of the last sentence of the definition of Investment.
"Net Proceeds" means, with respect to any Asset Sale or sale of Capital Stock, the proceeds thereof in the form of cash or cash equivalents including payments in respect of deferred payment obligations when received in the form of cash or cash equivalents (except to the extent that such deferred payment obligations are financed or sold with recourse to the Partnership or any Restricted Subsidiary of the Partnership) net of (i) brokerage commissions and other fees and expenses (including, without limitation, fees and expenses of legal counsel and accountants and fees, expenses and discounts or commissions of underwriters, placement agents and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale,
(iii) amounts required to be paid to any Person (other than the Partnership or any Restricted Subsidiary of the Partnership) owning a beneficial interest in the assets subject to such Asset Sale, (iv) appropriate amounts to be provided by the Partnership or any Restricted Subsidiary of the Partnership, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Partnership or any Restricted Subsidiary of the Partnership, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and (v) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets sold in such Asset Sale.
"Note Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.
"Notes" means the Issuers' Series A Notes, Series B Notes and Additional Notes, if any.
"Offering" means the offering of the Series A Notes pursuant to the Offering Memorandum.
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"Offering Memorandum" means the offering circular of the Issuers, dated August 16, 2001, relating to the Offering.
"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 or any Vice-President of such Person; provided, however, that any reference to an Officer with respect to the Partnership shall mean the respective Officer of the General Partner.
"Officers' Certificate" means a certificate signed on behalf of (i) the General Partner (acting on behalf of the Partnership) by two Officers of the General Partner, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the General Partner, or (ii) Finance Corp. by two Officers of Finance Corp., one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of Finance Corp., in either case that meets the requirements of Section 10.5 hereof.
"Operating Partnership" means AmeriGas Propane, L.P., a Delaware limited partnership, and its successors.
"Operating Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as in effect on the Issue Date, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.
"Operative Agreements" means the Partnership Agreement, the Operating Partnership Agreement and the other agreements entered into between the Partnership or the Operating Partnership and any of their respective Affiliates (including the General Partner) on the 10-1/8% Notes Issue Date.
"Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 10.5 hereof. The counsel may be an employee of or counsel to the Partnership, the General Partner, Finance Corp., UGI, any of their respective Subsidiaries or the Trustee.
"Partnership" means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.
"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Partnership, as in effect on the Issue Date, and as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.
"Permitted Holders" mean UGI and its Subsidiaries.
"Permitted Indebtedness" means any of the following:
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(a) Indebtedness of the Issuers evidenced by the Notes (other than Additional Notes);
(b) Indebtedness of the Partnership and AmeriGas Eagle Finance Corp. evidenced by the 10% Notes;
(c) Indebtedness outstanding on the 10-1/8% Notes Issue Date;
(d) Indebtedness of the Operating Partnership evidenced by the First Mortgage Notes; provided that the aggregate principal amount (exclusive of any unamortized premium) of such Indebtedness outstanding at any time may not exceed $518 million;
(e) Indebtedness of the Partnership or a Restricted Subsidiary incurred (A) for the making of expenditures for the improvement or repair of (to the extent such improvements or repairs may be capitalized on the books of such Person in accordance with GAAP) or additions to (including additions by way of acquisitions of businesses and related assets) the property and assets of the Partnership and its Restricted Subsidiaries (including, without limitation, Indebtedness incurred under the Acquisition Facility) or (B) by assumption in connection with additions (including additions by way of acquisition or capital contributions of businesses and related assets) to the property and assets of the Partnership and its Restricted Subsidiaries; provided that the aggregate principal amount of such Indebtedness outstanding at any time may not exceed $75 million;
(f) Indebtedness of the Partnership or a Restricted Subsidiary incurred for any purpose permitted under the Revolving Loan Facility; provided that the aggregate principal amount of such Indebtedness outstanding at any time may not exceed an amount equal to the greater of (i) $175 million and (ii) the Consolidated Borrowing Base Amount; and provided, further, that the outstanding balance of such Indebtedness shall not exceed 50% of such greater amount for 30 consecutive days during each fiscal year;
(g) Indebtedness of the Partnership owing to the General Partner or an Affiliate of the General Partner that is unsecured and that is Subordinated Indebtedness; provided that the aggregate principal amount of such Indebtedness outstanding at any time may not exceed $50 million;
(h) Indebtedness of the Partnership or a Restricted Subsidiary for the purpose of the payment of certain liabilities of Petrolane; provided that the aggregate amount of such Indebtedness outstanding at any time may not exceed $30 million;
(i) Indebtedness owed by the Partnership or any Restricted Subsidiary to any Wholly-Owned Restricted Subsidiary;
(j) Indebtedness under Interest Rate Agreements;
(k) Permitted Refinancing Indebtedness;
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(l) the incurrence by the Partnership or a Restricted Subsidiary of Indebtedness owing directly to its insurance carriers (without duplication) in connection with the Partnership's, its Subsidiaries' or its Affiliates' self-insurance programs or other similar forms of retained insurable risks for their respective businesses, consisting of reinsurance agreements and indemnification agreements (and guarantees of the foregoing) secured by letters of credit; provided that any Consolidated Fixed Charges associated with the Indebtedness evidenced by such reinsurance agreements, indemnification agreements, guarantees and letters of credit shall be included (without duplication) in any determination of the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.8 hereof;
(m) Indebtedness of the Partnership and its Restricted Subsidiaries in respect of Capital Leases; provided that the aggregate amount of such Indebtedness outstanding at any time may not exceed $10 million;
(n) Indebtedness of the Partnership and its Restricted Subsidiaries represented by letters of credit supporting (i) obligations under workmen's compensation laws, (ii) obligations to suppliers of propane; provided that the aggregate amount of such Indebtedness outstanding at any time may not exceed $15 million and (iii) the repayment of Permitted Indebtedness; or
(o) surety bonds and appeal bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Partnership or any of its Subsidiaries or in connection with judgments that do not result in a Default or Event of Default.
"Permitted Investments" means any of the following:
(a) Investments made or owned by the Partnership or any Restricted Subsidiary in (i) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing one year or less from the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at such date the highest rating obtainable from either S&P or Moody's, (iii) commercial paper maturing no more than 270 days from the date of creation thereof and having as at the date of acquisition thereof one of the two highest ratings obtainable from either S&P or Moody's, (iv) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short term unsecured debt obligations of which are as at such date rated either A-2 or better (or comparably if the rating system is changed) by S&P or Prime-2 or better (or comparably if the rating system is changed) by Moody's or (B) the long-term debt obligations of which are as at such date rated either A or better (or comparably if the rating system is changed) by either S&P or Moody's ("Permitted Banks"), (v) Eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank, (vi) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (vii) obligations of the type described in clause (i), (ii), (iii), (iv) or (v) above purchased from a securities dealer
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designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of the Partnership or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question;
(b) the acquisition by the Partnership or any Restricted Subsidiary of Capital Stock or other ownership interests, whether in a single transaction or in a series of related transactions, of a Person located in the United States or Canada and engaged in substantially the same business as the Partnership such that, upon the completion of such transaction or series of transactions, such Person becomes a Restricted Subsidiary;
(c) subject to the provisions of subdivision (h) below, the making or ownership by the Partnership or any Restricted Subsidiary of Investments (in addition to Investments permitted by subdivisions (a), (b), (d), (e), (f) and
(g)) in any Person incorporated or otherwise formed pursuant to the laws of the United States or Canada or any state thereof which is engaged in the United States or Canada in substantially the same business as the Partnership; provided that the aggregate amount of all such Investments made by the Partnership and its Restricted Subsidiaries following the 10-1/8% Notes Issue Date and outstanding pursuant to this subdivision (c) and subdivision (h) below shall not at any date of determination exceed 10% of Total Assets (the "Investment Limit"); provided that, in addition to Investments that would be permitted under the Investment Limit, during any fiscal year the Partnership and its Restricted Subsidiaries may invest up to $25,000,000 (the "Annual Limit") pursuant to the provisions of this subdivision (c), but the unused amount of the Annual Limit shall not be carried over to any future years;
(d) the making or ownership by the Partnership or any Restricted Subsidiary of Investments (x) arising out of loans and advances to employees incurred in the ordinary course of business, (y) arising out of extensions of trade credit or advances to third parties in the ordinary course of business and
(z) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;
(e) the creation or incurrence of liability by the Partnership or any Restricted Subsidiary with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business;
(f) the creation or incurrence of liability by the Partnership or any Restricted Subsidiary with respect to any Interest Rate Agreements;
(g) the making by any Restricted Subsidiary of Investments in the Partnership or another Restricted Subsidiary;
(h) the making or ownership by the Partnership or any Restricted Subsidiary of Investments in Unrestricted Subsidiaries; provided that the Net Amount of Unrestricted
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Investment shall not at any time exceed $5,000,000 (and subject to the limitations specified in subdivision (c) above); and
(i) the making or ownership by the Partnership or any Restricted Subsidiary of Investments in the Operating Partnership.
"Permitted Liens" means any of the following:
(a) Liens for taxes, assessments or other governmental charges the payment of which is not yet due and is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and as to which reserves or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and be adequate in the good faith judgment of the obligor;
(b) Liens of lessors, landlords and carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and as to which reserves or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and be adequate in the good faith judgment of the obligor, in each case (i) not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) incurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable;
(c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money;
(d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements;
(e) Liens securing reimbursement obligations under letters of credit; provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit;
(f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay;
(g) leases or subleases granted to others, easements, rights-of-way, restrictions and other similar charges or encumbrances, which, in each case either (i) are granted, entered into or created in the ordinary course of the business of the Partnership or any Restricted Subsidiary or (ii) do not materially impair the value or intended use of the property covered thereby;
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(h) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the Partnership or a Wholly-Owned Restricted Subsidiary;
(i) Liens on assets of the Partnership or any Restricted Subsidiary existing on the 10-1/8% Notes Issue Date;
(j) Liens securing Indebtedness evidenced by the First Mortgage Notes (or any extension, renewal, refunding or refinancing of any such Indebtedness);
(k) Liens securing Indebtedness incurred under the Acquisition Facility (or any extension, renewal, refunding or refinancing of any such Indebtedness);
(l) Liens securing Indebtedness incurred under the Revolving Loan Facility (or any extension, renewal, refunding or refinancing of any such Indebtedness);
(m) Liens (other than the Liens referred to in clauses (k) and (l) above) securing Indebtedness incurred in accordance with (i) clause (e) of the definition of Permitted Indebtedness, (ii) clauses (f) and (h) of the definition of Permitted Indebtedness or (iii) Indebtedness otherwise permitted to be incurred under Section 4.8 hereof to the extent incurred (A) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Partnership and the Restricted Subsidiaries in accordance with GAAP) of or additions (including additions by way of acquisitions of businesses and related assets) to the assets and property of the Partnership and its Restricted Subsidiaries, or (B) by assumption in connection with additions (including additions by way of acquisition or capital contributions of business and related assets) to the property and assets of the Partnership and its Restricted Subsidiaries; provided that in the case of Indebtedness incurred in accordance with clauses (i) or
(iii), the principal amount of such Indebtedness does not exceed the lesser of the cost to the Partnership and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as determined in good faith by the General Partner);
(n) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Partnership, or existing at the time of acquisition upon any property acquired by the Partnership or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Partnership or such Subsidiary, or created to secure Indebtedness incurred to pay all or any part of the purchase price (a "Purchase Money Lien") of property (including, without limitation, Capital Stock and other securities) acquired by the Partnership or a Restricted Subsidiary; provided that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Partnership and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase Money Lien shall be created not later
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than 30 days after the acquisition of such property and (iv) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's becoming a Subsidiary of the Partnership or such acquisition of property by the Partnership or any Subsidiary;
(o) easements, exceptions or reservations in any property of the Partnership or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Partnership or any Restricted Subsidiary;
(p) Liens arising from or constituting permitted encumbrances under the agreements and instruments securing the obligations under the First Mortgage Notes and the Bank Credit Facilities; and
(q) any Lien renewing or extending any Lien permitted by subdivision
(i), (j), (k), (l), (m) or (n); provided that (i) the principal amount of the Indebtedness secured by any such Lien shall not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien, and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby.
"Permitted Refinancing Indebtedness" means Indebtedness incurred by the Partnership or any Restricted Subsidiary to substantially concurrently (excluding any notice period on redemptions) repay, refund, renew, replace, extend or refinance, in whole or in part, any Permitted Indebtedness of the Partnership or any Restricted Subsidiary or any other Indebtedness incurred by the Partnership or any Restricted Subsidiary pursuant to Section 4.8 hereof, to the extent (i) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal or accreted amount plus the amount of accrued and unpaid interest of the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced (except that, in the case of the Notes, such Permitted Refinancing Indebtedness may include the redemption premium set forth in Section 3.7 hereof, in the case of the 10-1/8% Notes, such Permitted Refinancing Indebtedness may include the redemption premium set forth in Section 3.7 of the indenture governing the 10-1/8% Notes and, in the case of the First Mortgage Notes, such Permitted Refinancing Indebtedness may include the amount of any unamortized premium thereon), (ii) with respect to the repayment, refunding, renewal, replacement, extension or refinancing of Indebtedness of the Issuers, the Permitted Refinancing Indebtedness ranks no more favorably in right of payment with respect to the Notes than the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced, and (iii) with respect to the repayment, refunding or refinancing of Indebtedness of the Issuers, the Permitted Refinancing Indebtedness has a Weighted Average Life to Stated Maturity and Stated Maturity equal to, or greater than, and has no fixed mandatory redemption or sinking fund requirement in an amount greater than or at a time prior to the amounts set forth in, the Indebtedness so repaid, refunded, renewed, replaced, extended or refinanced; provided, however, that Permitted Refinancing Indebtedness shall not include Indebtedness incurred by a Restricted Subsidiary to repay, refund, renew, replace, extend or refinance Indebtedness of the Partnership.
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"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, charitable foundation, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
"Petrolane" means Petrolane Incorporated, a Pennsylvania corporation, and its successors.
"Preferred Stock," as applied to the Capital Stock of any Person, means Capital Stock (other than the Common Units) of any class or classes (however designated), which is preferred as to the payment of distributions, dividends, or upon any voluntary or involuntary liquidation or dissolution of such Person, over shares or units of Capital Stock of any other class of such Person.
"Redeemable Capital Stock" means any shares of any class or series of Capital Stock, that, either by the terms thereof, by the terms of any security into which it is convertible or exchangeable or by contract or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the Stated Maturity with respect to the principal of any Note or is redeemable at the option of the holder thereof at any time prior to the Stated Maturity of the Notes, or is convertible into or exchangeable for debt securities at any time prior to the Stated Maturity of the Notes.
"Registration Rights Agreement" means (1) the Registration Rights Agreement, dated as of the Issue Date, among the Issuers and the Initial Purchasers and (2) any future registration rights agreement executed by the Issuers in connection with the issuance of Additional Notes under this Indenture.
"Responsible Officer" when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.
"Restricted Subsidiary" means a Subsidiary of the Partnership, which, as of the date of determination, is not an Unrestricted Subsidiary of the Partnership.
"Revolving Loan Facility" means the revolving loan facility of the Operating Partnership provided for in the Credit Agreement.
"S&P" means Standard & Poor's Ratings Group, and its successors.
"Sale and Leaseback Transaction" of any Person (a "Transferor") means any arrangement (other than between the Partnership and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) whereby
(a) property (the "Subject Property") has been or is to be disposed of by such Transferor to any other Person with the intention on the part of such Transferor of taking back a lease of such Subject Property pursuant to which the rental payments are calculated to amortize the purchase price of such Subject Property substantially over the useful
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life of such Subject Property, and (b) such Subject Property is in fact so leased by such Transferor or an Affiliate of such Transferor.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Series A Notes" means the Issuers' 8-7/8% Series A Senior Notes due 2011 to be issued pursuant to this Indenture.
"Series B Notes" means the Issuers' 8-7/8% Series B Senior Notes due 2011 to be issued pursuant to this Indenture in the Exchange Offer.
"Significant Subsidiary" shall have the same meaning as in Rule 1.02(v) of Regulation S-X under the Securities Act.
"Special Mandatory Redemption" means a redemption of the Notes by the Issuers pursuant to Section 3.9 hereof.
"Special Mandatory Redemption Event" means the earlier to occur of (1) the 91st day following the Issue Date or (2) the date of termination of the Acquisition Agreement, in either case if the Acquisition has not then been completed.
"Stated Maturity" means, (i) when used with respect to any Note or any installment of interest thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of interest is due and payable, and (ii) when used with respect to any other Indebtedness, means the date or dates specified in the instrument governing such Indebtedness as the fixed date or dates on which each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of such Indebtedness, or any installment of interest thereon, is due and payable.
"Subordinated Indebtedness" means Indebtedness of the Partnership which is expressly subordinated in right of payment to the Notes.
"Subsidiary" means, with respect to any Person, (i) a corporation a majority of whose Voting Stock (or, in the case of a partnership, a majority of the partners' Capital Stock, considering all partners' Capital Stock as a single class) is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof and (ii) any other Person, including, without limitation, a joint venture, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has at least majority ownership interest entitled to vote in the election of directors, managers, general partners or trustees thereof (or other Person performing similar functions) or, if such Persons are not elected, to vote on any matter that is submitted to the vote of all Persons holding ownership interests in such entity. For purposes of this definition, any directors' qualifying shares or investments by foreign nationals mandated by applicable law shall be disregarded in determining the ownership of a Subsidiary.
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"TIA" means the Trust Indenture Act of 1939, as in effect on the date this Indenture is qualified under the TIA, except as provided in Section 9.3 hereof.
"Total Assets" means as of any date of determination, the consolidated total assets of the Partnership and the Restricted Subsidiaries as would be shown on a consolidated balance sheet of the Partnership and the Restricted Subsidiaries prepared in accordance with GAAP as of that date.
"Transfer Restricted Securities" has the meaning ascribed to such term in the Registration Rights Agreement.
"Trustee" means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.
"UCC" means the Uniform Commercial Code as it may be from time to time in effect in the State of New York.
"UGI" means UGI Corporation, a Pennsylvania corporation, and its successors.
"Unrestricted Subsidiary" means any Subsidiary of the Partnership or a Restricted Subsidiary that is designated as such by the General Partner; provided that no portion of the Indebtedness or any other obligation (contingent or otherwise) of such Subsidiary (a) is guaranteed by the Partnership or any Restricted Subsidiary, (b) is recourse to or obligates the Partnership or any Restricted Subsidiary in any way or (c) subjects any property or assets of the Partnership or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof. Notwithstanding the foregoing, the Partnership or a Restricted Subsidiary may Guaranty or agree to provide funds for the payment or maintenance of, or otherwise become liable with respect to Indebtedness of an Unrestricted Subsidiary; but only to the extent that the Partnership or a Restricted Subsidiary would be permitted to (a) make an Investment in such Unrestricted Subsidiary pursuant to subdivision (h) of the definition of Permitted Investments and (b) incur the Indebtedness represented by such Guaranty or agreement pursuant to the first paragraph of Section 4.8 hereof. The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary, provided that immediately after giving effect to such designation, (i) there exists no Event of Default or event which after notice or lapse of time or both would become an Event of Default and (ii) if such Unrestricted Subsidiary has, as of the date of such designation, outstanding Indebtedness (other than Permitted Indebtedness) the Partnership could incur at least $1.00 of Indebtedness (other than Permitted Indebtedness). Notwithstanding the foregoing, (i) no Subsidiary may be designated an Unrestricted Subsidiary if such Subsidiary, directly or indirectly, holds capital stock of a Restricted Subsidiary and (ii) neither the Operating Partnership nor Finance Corp. may be designated an Unrestricted Subsidiary.
"Voting Stock" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, general partners or trustees of any Person (irrespective of whether or not, at the time, Capital Stock of any other class or classes shall have, or might have, voting
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power by reason of the happening of any contingency) or, with respect to a partnership (whether general or limited), any general partner interest in such partnership.
"Weighted Average Life to Stated Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding principal amount of such Indebtedness; provided, however, that with respect to any revolving Indebtedness, the foregoing calculation of Weighted Average Life to Stated Maturity shall be determined based upon the total available commitments and the required reductions of commitments in lieu of the outstanding principal amount and the required payments of principal, respectively.
"Wholly-Owned Restricted Subsidiary" means the Operating Partnership or any Subsidiary of the Partnership of which 100% of the outstanding Capital Stock is owned by the Partnership or by one or more Wholly-Owned Restricted Subsidiaries of the Partnership or by the Partnership and one or more Wholly-Owned Restricted Subsidiaries of the Partnership. For purposes of this definition, any directors' qualifying shares or investments by foreign nationals mandated by applicable law shall be disregarded in determining the ownership of a Subsidiary.
1.2 Other Definitions.

Term                                                        Defined in Section
----                                                        ------------------
"Additional Notes"                                                 2.2
"Asset Sale"                                                       4.16
"Asset Sale Offer"                                                 4.16
"Bankruptcy Law"                                                   6.1
"Change of Control Offer"                                          4.17
"Change of Control Payment"                                        4.17
"Change of Control Payment Date"                                   4.17
"Covenant Defeasance"                                              8.3
"Custodian"                                                        6.1
"Excess Proceeds"                                                  4.16
"incur"                                                            4.8
"Legal Defeasance"                                                 8.2
"Legal Holiday"                                                    10.8
"Offer Amount"                                                     3.10
"Offer Period"                                                     3.10
"Paying Agent"                                                     2.3
"Payment Restrictions                                              4.12
"Purchase Date"                                                    3.10
"Registrar"                                                        2.3
"Restricted Payments"                                              4.9	

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1.3 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:
"indenture securities" means the Notes;
"indenture security holder" means a Holder of Notes;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the Trustee;
"obligor" on the Notes means the Issuers, as joint and several obligors, or any successor obligor upon the Notes.
All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.
1.4 Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States;
(3) references to "generally accepted accounting principles" shall mean generally accepted accounting principles in effect in the United States as of the date hereof, or as of the date such principles are to be applied, as the context may require;
(4) "or" is not exclusive;
(5) words in the singular include the plural, and in the plural include the singular;
(6) provisions apply to successive events and transactions; and
(7) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor or rules adopted by the SEC from time to time.
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ARTICLE 2: THE NOTES
THE NOTES
2.1 Form and Dating.
The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A, the terms of which are incorporated in and made a part of this Indenture; provided, however, that Additional Notes issued from time to time in accordance with this Indenture may contain such changes as to form as are appropriate. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in face denominations of $1,000 and integral multiples thereof.
The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
The Notes will initially be issued in global form, substantially in the form of Exhibit A attached hereto (including footnote 1 thereto) and in definitive form, substantially in the form of Exhibit A hereto (not including footnote 1 thereto). The Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.
2.2 Execution and Authentication.
An Officer of each of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation), and of Finance Corp. shall sign the Notes for each of the Partnership and Finance Corp. by manual or facsimile signature. The seal of Finance Corp. shall be reproduced on the Notes and may be in facsimile form.
If an Officer of the General Partner or of Finance Corp. whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture.
The Trustee shall, upon a written order of the Issuers signed by an Officer of each of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation), and of Finance Corp., authenticate Notes for original issue of an aggregate amount of $200,000,000.
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The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as an Agent to deal with the Issuers or an Affiliate of the Issuers.
Subject to compliance with Section 4.8 and the other terms of this Indenture, the Issuers are permitted to issue more notes after the Issue Date ("Additional Notes") under this Indenture in an unlimited amount. The Series A Notes, the Series B Notes and Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
2.3 Registrar and Paying Agent.
The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agents. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Partnership, Finance Corp. or any of their Subsidiaries may act as Paying Agent or Registrar.
The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers initially appoint The Depository Trust Company to act as Depositary with respect to the Global Notes.
The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and agent for service of notices and demands in connection with the Notes.
2.4 Paying Agent to Hold Money in Trust.
The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on, or Liquidated Damages with respect to, the Notes, and will notify the Trustee of any Default by the Issuers in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or any of their Subsidiaries) shall have no other liability for the
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money. If either Issuer or any of their subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.
2.5 Holder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, including the aggregate principal amount of Notes held by each Holder, and the Issuers shall otherwise comply with TIA Section 312(a).
2.6 Transfer and Exchange.
(a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar with the request:
(x) to register the transfer of the Definitive Notes, or
(y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,
the Registrar shall register the transfer or make the exchange as requested if its requirement for such transactions are met; provided, however, that the Definitive Notes presented or surrendered for registration of transfer or exchange:
(i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing; and
(ii) in the case of Transfer Restricted Securities that are Definitive Notes, shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely:
(A) if such Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); or
(B) if such Transfer Restricted Securities are being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or
(2) pursuant to an exemption from registration in accordance with Rule 144 (and based upon an opinion of counsel if the Issuers so request) or (3) pursuant to an effective registration statement under the Securities Act, a
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certification to that effect from such Holder (in substantially the form of Exhibit B hereto); or
(C) if such Transfer Restricted Securities are being transferred to an institutional "accredited investor," within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuers so request), a certification to that effect from such Holder (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto);
(D) if such Transfer Restricted Securities are being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and based on an opinion of counsel if the Issuers so request), certification to that effect from such Holder (in substantially the form of Exhibits B and D hereto); or
(E) if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirement of the Securities Act (and based upon an opinion of counsel if the Issuers so request), a certification to that effect from such Holder (in substantially the form of Exhibit B hereto).
(b) Restriction on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(i) if such Definitive Note is a Transfer Restricted Security, certification, substantially in the form of Exhibit B hereto, upon which the Trustee may conclusively rely, that such Definitive Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act; and
(ii) whether or not such Definitive Note is a Transfer Restricted Security, written instructions directing the Trustee to make, or direct the Note Custodian to make, an endorsement on the Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note;
then the Trustee shall cancel such Definitive Note in accordance with Section 2.11 hereof and cause, or direct the Note Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount
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of Notes represented by the Global Note to be increased accordingly. If no Global Notes are then outstanding, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.2 hereof, the Trustee shall authenticate a new Global Note in the appropriate principal amount.
(c) Transfer and Exchange of Global Notes. The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.
(d) Transfer of a Beneficial Interest in a Global Note for a Definitive Note.
(i) Any Person having a beneficial interest in a Global Note may upon request exchange such beneficial interest for a Definitive Note. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary, from the Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Note, and in the case of a Transfer Restricted Security, the following additional information and documents (all of which may be submitted by facsimile), upon which the Trustee may conclusively rely:
(A) if such beneficial interest is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification from such Person to that effect (in substantially the form of Exhibit B hereto); or
(B) if such beneficial interest is being transferred (1) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or
(2) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuers so request) or (3) pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit B hereto); or
(C) if such beneficial interest is being transferred to an institutional "accredited investor," within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuers so request), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto) and a certification from the applicable transferee (in substantially the form of Exhibit C hereto); or
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(D) if such beneficial interest is being transferred pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and based upon an opinion of counsel if the Issuers so request), certifications to that effect from such transferor (in substantially the form of Exhibits B and D hereto); or
(E) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuers so request), a certification to that effect from such transferor (in substantially the form of Exhibit B hereto);
the Trustee or the Note Custodian, at the direction of the Trustee, shall, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, cause the aggregate principal amount of Global Notes to be reduced accordingly and, following such reduction, the Partnership shall execute and, upon receipt of an authentication order in accordance with Section 2.2 hereof, the Trustee shall authenticate and deliver to the transferee a Definitive Note in the appropriate principal amount.
(ii) Definitive Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.6(d) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.
(e) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other provisions of this Indenture (other than the provisions set forth in subsection (f) of this Section 2.6), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
(f) Authentication of Definitive Notes in Absence of Depositary. If at any time:
(i) the Depositary for the Notes notifies the Issuers that the Depositary is unwilling or unable to continue as Depositary for the Global Notes and a successor Depositary for the Global Notes is not appointed by the Issuers within 90 days after delivery of such notice; or
(ii) the Issuers, at their sole discretion, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes under this Indenture,
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then each of the Issuers will execute, and the Trustee, upon receipt of an Officers' Certificate requesting the authentication and delivery of Definitive Notes, will authenticate and deliver Definitive Notes, in an aggregate principal amount equal to the principal amount of the Global Notes, in exchange for such Global Notes and registered in such names as the Depositary shall instruct the Trustee or the Issuers in writing.
(g) Legends.
(i) Except as permitted by the following paragraph (ii), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:
"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO AMERIGAS PARTNERS, L.P., AP EAGLE FINANCE CORP. OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO AMERIGAS PARTNERS, L.P. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO AMERIGAS PARTNERS, L.P.) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
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HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."
Each Note certificate evidencing the Global Notes also shall bear the paragraph referred to in footnote 1 in the form of Note attached hereto as Exhibit A.
(ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Note) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act:
(A) in the case of any Transfer Restricted Security that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Definitive Note that does not bear the legend set forth in (i) above and rescind any restriction on the transfer of such Transfer Restricted Security; and
(B) in the case of any Transfer Restricted Security represented by a Global Note, such Transfer Restricted Security shall not be required to bear the legend set forth in (i) above if all other interests in such Global Note have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, but such Transfer Restricted Security shall continue to be subject to the provisions of Section 2.6(c) hereof; provided, however, that with respect to any request for an exchange of a Transfer Restricted Security that is represented by a Global Note for a Definitive Note that does not bear a legend set forth in (i) above, which request is made in reliance upon Rule 144, the Holder thereof shall certify in writing to the Registrar that such request is being made pursuant to Rule 144 (such certification to be substantially in the form of Exhibit B hereto).
(iii) Notwithstanding the foregoing, upon consummation of the Exchange Offer, the Issuers shall issue and, upon receipt of an authentication order in accordance with
Section 2.2 hereof, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in
(i) above, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A) a broker-dealer, (B) a Person participating in the distribution of the Series A Notes or (C) a Person who is an affiliate (as defined in Rule
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144A) of the Issuers. The Issuers shall identify to the Trustee such Holders of the Notes in a written certification signed by an Officer of each of the Issuers and, absent certification from the Issuers to such effect, the Trustee shall assume that there are no such Holders.
(h) Cancellation and/or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, repurchased or cancelled, such Global Note shall be returned to or retained and cancelled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee to reflect such reduction.
(i) General Provisions with respect to Transfer and Exchanges.
(i) To permit registrations of transfers and exchanges, each of the Issuers shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.7, 3.10, 4.16, 4.17 and 9.5 hereof).
(iii) The Registrar shall not be required to register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Definitive Notes and Global Notes issued upon any registration of transfer or exchange of Definitive Notes or Global Notes shall be the valid obligations of each of the Issuers, as joint and several obligors, evidencing the same debt, and entitled to the same benefit under this Indenture as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 and ending at the close of business on the day of selection.
(vi) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for
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the purpose of receiving payment of principal of, and premium, interest and Liquidated Damages, if any, on such Note, and neither the Trustee, any Agent nor the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Definitive Notes and Global Notes in accordance with the provisions of
Section 2.2 hereof.
(viii) None of the Issuers nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Notes. None of the Issuers nor the Trustee shall be liable for any delay by the related Global Note Holder or the Depositary in identifying the beneficial owners of the related Notes and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Note Holder or of the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Notes to be issued).
(ix) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.6. The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.
2.7 Replacement Notes.
If any mutilated Note is surrendered to the Trustee, or the Issuers and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon the written order of the Issuers signed by an Officer of each of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) and Finance Corp. shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge for their expenses in replacing a Note.
Every replacement Note is an obligation of the Issuers.
2.8 Outstanding Notes.
The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee hereunder, and those described in this Section as not outstanding. Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because either of the Issuers or an Affiliate of the Issuers holds a Note.
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If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.
If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.
If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, interest, premium and Liquidated Damages, if any, payable on that date with respect to the Notes (or the portion thereof to be redeemed or maturing, as the case may be), then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.
2.9 Treasury Notes.
In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by either of the Issuers or any Affiliate of the Issuers shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee knows are so owned shall be so disregarded.
2.10 Temporary Notes.
Until definitive Notes are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers and the Trustee consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee, upon receipt of the written order of the Partnership and Finance Corp. signed by an Officer of each of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) and Finance Corp., shall authenticate, definitive Notes in exchange for temporary Notes.
Until such exchange, Holders of temporary Notes shall be entitled to all of the right, benefit and privileges of this Indenture.
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2.11 Cancellation.
The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Notes surrendered for registration of transfer or exchange, payment, replacement or cancellation. The Issuers may not issue new Notes to replace Notes that have been redeemed or paid or that have been delivered to the Trustee for cancellation. All cancelled Notes held by the Trustee shall be destroyed and certification of their destruction delivered to the Issuers unless by a written order, signed by one Officer of each of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation), and Finance Corp., the Issuers shall direct that cancelled Notes be returned to them.
2.12 Defaulted Interest.
If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof. The Issuers shall, with the consent of the Trustee, fix or cause to be fixed each such special record date and payment date. At least 15 days before the special record date, the Issuers (or the Trustee, in the name of and at the expense of the Issuers) shall mail to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.
ARTICLE 3: REDEMPTION AND OFFERS TO PURCHASE
3.1 Notice to Trustee.
If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, they shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (unless a shorter notice period shall be satisfactory to the Trustee), an Officers' Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.
If the Issuers are required to make an offer to purchase Notes pursuant to the provisions of Sections 4.16 or 4.17 hereof, they shall furnish to the Trustee, at least 30 days before the scheduled purchase date, an Officers' Certificate setting forth (i) the Section of this Indenture pursuant to which the offer to purchase shall occur, (ii) the terms of the offer, (iii) the purchase price, (iv) the principal amount of the Notes to be purchased, and (v) further setting forth a statement to the effect that (a) the Partnership or one of its Subsidiaries has made an Asset Sale and there are Excess Proceeds aggregating more than $5 million and the amount of such Excess Proceeds or (b) a Change of Control has occurred, as applicable.
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3.2 Selection of Notes to Be Redeemed.
If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed among the Holders of the Notes pro rata, by lot or in accordance with a method which the Trustee considers to be fair and appropriate (and in such manner as complies with applicable legal and stock exchange requirements, if any). In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.
The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of them selected shall be in face amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.
In the event the Issuers are required to make an Asset Sale Offer pursuant to Section 3.10 and Section 4.16, and the amount of the Net Proceeds from the Asset Sale is not evenly divisible by $1,000, the Trustee shall promptly refund to the Issuers the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of Notes that is so divisible.
3.3 Notice of Redemption to Holders.
Subject to the provisions of Section 3.10 hereof (other than in connection with a Special Mandatory Redemption), at least 30 days but not more than 60 days before a redemption date, the Issuers shall mail a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.
Upon the occurrence of a Special Mandatory Redemption Event, the Issuers shall mail or cause to be mailed a notice of redemption by first class mail, postage prepaid, to each Holder, with a copy to the Trustee and the Paying Agent, on or prior to the fifth Business Day after the Special Mandatory Redemption Event; provided, that failure to provide timely notice of a Special Mandatory Redemption to the Holders, the Trustee or the Paying Agent shall not affect the Issuers' obligation to effect a Special Mandatory Redemption or the amount of the Issuers' obligation on the Notes.
The notice shall identify the Notes to be redeemed and shall state:
(1) the redemption date;
(2) the redemption price, separately stating the amount of any Liquidated Damages to be paid in connection with the redemption;
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(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;
(4) the name and address of the Paying Agent;
(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(6) that, unless the Issuers default in making such redemption payment, interest on Notes or portions of Notes called for redemption ceases to accrue on and after the redemption date;
(7) the paragraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and
(8) 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 Notes.
At the Issuers' request, the Trustee shall give the notice of redemption in the names of the Issuers and at their expense; provided, however, that the Issuers shall deliver to the Trustee, at least 45 days prior to the redemption date (seven days in the case of a Special Mandatory Redemption), an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.
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3.4 Effect of Notice of Redemption.
Once notice of redemption is mailed in accordance with Section 3.3 herein, Notes called for redemption become due and payable on the redemption date at the redemption price stated in such notice. A notice of redemption may not be conditional.
3.5 Deposit of Redemption Price.
On or before the redemption date, the Issuers shall deposit, or cause to be deposited, with the Trustee (to the extent not already held by the Trustee) or with the Paying Agent money in immediately available funds sufficient to pay the redemption price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amount necessary to pay the redemption price of, and accrued interest and Liquidated Damages on all Notes to be redeemed.
If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption date interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.1 hereof.
3.6 Notes Redeemed in Part.
Upon surrender of a Note that is redeemed in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered.
3.7 Optional Redemption.
The Notes are subject to redemption at the option of the Issuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on May 20 of the years indicated below:

YEAR                                                    PERCENTAGE
----                                                    ----------
2006...............................................     104.438%
2007...............................................     102.958%
2008...............................................     101.479%
2009 and thereafter................................     100.000%	

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In the event that, on or prior to May 20, 2004, the Partnership consummates a public offering of its Capital Stock (other than Redeemable Capital Stock), then within 90 days of the consummation of such public offering the Partnership, at its option, may use the net proceeds of such public offering to redeem Notes at 108.875% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date and Liquidated Damages, if any; provided, however, that at least 67% of the Notes originally issued, together with any Additional Notes, shall be outstanding immediately after such redemption. Only one redemption may be made pursuant to the provision described in this paragraph.
3.8 Mandatory Redemption.
Subject to the Issuers' obligation to make an offer to purchase or redeem Notes under certain circumstances pursuant to Sections 3.9, 3.10, 4.16 and 4.17 hereof, the Issuers shall have no mandatory redemption or sinking fund obligations with respect to the Notes.
3.9 Special Mandatory Redemption.
If the Acquisition has not been consummated on or prior to the Special Mandatory Redemption Event, then the Issuers shall redeem, or cause to be redeemed, all outstanding Notes within 15 days following the Special Mandatory Redemption Event, at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.
3.10 Offer to Purchase by Application of Excess Proceeds.
Any Asset Sale Offer pursuant to Section 4.16 shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). On a date within five Business Days after the termination of the Offer Period (the "Purchase Date"), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.16 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.
The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made by the Issuers to repurchase the Notes as a result of an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.10, the Issuers shall comply with the applicable securities laws or regulations and shall not be deemed to have breached their obligations hereunder by virtue thereof.
If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.
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Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:
(a) that the Asset Sale Offer is being made pursuant to this Section 3.10 and Section 4.16 hereof and the length of time the Asset Sale Offer shall remain open;
(b) the Offer Amount, the purchase price and the Purchase Date;
(c) that any Note not tendered or accepted for payment shall continue to accrue interest;
(d) that, unless the Issuers default in making such payments, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
(e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;
(f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;
(g) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;
(h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
(i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).
On or before the Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
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tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.10. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce by means of a press release the results of the Asset Sale Offer on the Purchase Date.
Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.
No repurchase of Notes under this Section 3.10 shall be deemed to be a redemption of Notes.
ARTICLE 4: COVENANTS
4.1 Payment of Notes.
The Issuers shall pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes. Principal and interest shall be considered paid on the date due if the Paying Agent, other than the Issuers or any of their Subsidiaries, holds on or before that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuers shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. If any Liquidated Damages become payable, the Issuers shall not later than the date that any payment of Liquidated Damages is due (i) deliver an Officers' Certificate to the Trustee setting forth the amount of Liquidated Damages payable to Holders and (ii) instruct the Paying Agent to pay such amount of Liquidated Damages to Holders entitled to receive such Liquidated Damages.
The Issuers shall pay interest (including post-petition interest under any Bankruptcy Law) on overdue principal at a rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful.
4.2 Maintenance of Office or Agency.
The Partnership and Finance Corp. shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Partnership and Finance Corp. in respect of the Notes and this Indenture may be served. The Partnership shall give prompt written notice to the Trustee of the location, and
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any change in the location, of such office or agency. If at any time the Partnership and Finance Corp. shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.
The Partnership and Finance Corp. may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Partnership or Finance Corp. of their respective obligations to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Partnership will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
The Partnership and Finance Corp. hereby designate the office of Harris Trust Company, 77 Water Street, 5th Floor, New York, New York 10005 as one such office or agency of the Issuers in accordance with Section 2.3.
4.3 Reports.
(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if either of the Issuers were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Issuers and their subsidiaries and, with respect to the annual information only, a report thereon by the Issuers' certified independent accountants and (ii) all reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, each of the Issuers shall file a copy of all such information and reports with the SEC for public availability and make such information available to investors who request it in writing.
(b) For so long as any Transfer Restricted Securities remain outstanding, other than during any period in which the Partnership is subject to
Section 13 or 15(d) of the Exchange Act and is in compliance with the requirements thereof, each of the Issuers shall furnish to all Holders and prospective purchasers of the Notes designated by the Holders of Transfer Restricted Securities, promptly upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
4.4 Compliance Certificate.
(a) The Partnership shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Partnership and its Subsidiaries (including Finance Corp.) during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such
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Officer signing such certificate, that to the best of his knowledge each has kept, observed, performed and fulfilled each and every covenant contained in this Indenture, and is not in default in the performance or observance of any of the terms, provisions and conditions hereof or thereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge and what action each is making or proposes to take with respect thereto).
(b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.3 above shall be accompanied by a written statement of the Partnership's independent certified public accountants that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that either the Partnership or any of its Subsidiaries has violated any provisions of Sections 4.1, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 or 4.17 hereof or of Article 5 of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.
(c) The Partnership and Finance Corp. shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default or (ii) any event of default under any other mortgage, indenture or instrument referred to in Section 6.1(4), an Officers' Certificate specifying such Default, Event of Default or other event of default and what action the Issuers are taking or propose to take with respect thereto.
4.5 Taxes.
Each of the Partnership and Finance Corp. shall, and shall cause each of its respective Subsidiaries to, pay prior to delinquency all material taxes, assessment, and governmental levies except as contested in good faith and by appropriate proceedings.
4.6 Stay, Extension and Usury Laws.
Each of the Partnership and Finance Corp. covenants (to the extent that each may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Partnership and Finance Corp. (to the extent that each may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.
4.7 Partnership and Corporate Existence.
Subject to Section 4.16 and Article 5 hereof, each of the Partnership and Finance Corp. shall do or cause to be done all things necessary to preserve and keep in full force and effect (a) its
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partnership or corporate existence, as the case may be, and the corporate, partnership or other existence of each of their respective Subsidiaries, in accordance with their respective organizational documents (as the same may be amended from time to time) and (b) its (and its Subsidiaries') rights (charter and statutory), licenses and franchises; provided, however, that the Partnership and Finance Corp. shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Subsidiary, if the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and their respective Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders.
4.8 Limitation on Additional Indebtedness.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise, for the payment of (in each case, to "incur"), any Indebtedness (including, without limitation, any Redeemable Capital Stock), unless at the time of such incurrence, and after giving pro forma effect to the receipt and application of the proceeds of such Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Partnership is greater than 2.00 to 1.
Notwithstanding the foregoing, the Partnership and its Restricted Subsidiaries may incur Permitted Indebtedness.
4.9 Limitation on Restricted Payments.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:
(a) declare or pay any dividend or make any other distribution or payment on or in respect of Capital Stock of the Partnership or any of its Restricted Subsidiaries or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Partnership or any of its Restricted Subsidiaries (other than (x) dividends or distributions payable solely in Capital Stock of the Partnership (other than Redeemable Capital Stock) or in options, warrants or other rights to purchase Capital Stock of the Partnership (other than Redeemable Capital Stock), (y) the declaration or payment of dividends or other distributions to the extent declared or paid to the Partnership or any Restricted Subsidiary of the Partnership and (z) the declaration or payment of dividends or other distributions by any Restricted Subsidiary of the Partnership to all holders of Capital Stock of such Restricted Subsidiary on a pro rata basis (including, in the case of the Operating Partnership, to the general partner thereof)),
(b) purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the Partnership or any of its Restricted Subsidiaries (other than any such Capital Stock owned by a Wholly-Owned Restricted Subsidiary of the Partnership),
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(c) make any principal payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any Subordinated Indebtedness (other than any such Indebtedness owned by the Partnership or a Wholly-Owned Restricted Subsidiary of the Partnership), or
(d) make any Investment (other than any Permitted Investment) in any Person
(such payments or Investments described in the preceding clauses (a), (b), (c)
and (d) are collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to the proposed Restricted Payment, (A) no Default or Event of Default shall have occurred and be continuing and (B) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Partnership and its Restricted Subsidiaries during the fiscal quarter during which such Restricted Payment is made, shall not exceed (I) if the Consolidated Fixed Charge Coverage Ratio of the Partnership shall be greater than 1.75 to 1, an amount equal to Available Cash as of the end of the immediately preceding fiscal quarter or (II) if the Consolidated Fixed Charge Coverage Ratio of the Partnership shall be equal to or less than 1.75 to 1, an amount equal to the sum of (x) $24 million, less the aggregate amount of all Restricted Payments made by the Partnership and its Restricted Subsidiaries pursuant to this clause (II)(x) during the period ending on the last day of the fiscal quarter of the Partnership immediately preceding the date of such Restricted Payment and beginning on the first day of the sixteenth full fiscal quarter immediately preceding the date of such Restricted Payment, plus (y) the aggregate net cash proceeds of any substantially concurrent (1) capital contribution to the Partnership from any Person (other than a Restricted Subsidiary of the Partnership) or (2) issuance and sale of shares of Capital Stock (other than Redeemable Capital Stock) of the Partnership to any Person (other than to a Restricted Subsidiary of the Partnership). The amount of any such Restricted Payment, if other than cash, shall be the fair market value (as determined in good faith by the General Partner) on the date of such Restricted Payment of the asset(s) proposed to be transferred by the Partnership or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
None of the foregoing provisions will prohibit: (i) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration such payment would be permitted by the foregoing paragraph; (ii) the redemption, repurchase or other acquisition or retirement of any shares of any class of Capital Stock of the Partnership or any Restricted Subsidiary of the Partnership in exchange for, or out of the net cash proceeds of, a substantially concurrent (x) capital contribution to the Partnership from any Person (other than a Restricted Subsidiary of the Partnership) or (y) issue and sale of other shares of Capital Stock (other than Redeemable Capital Stock) of the Partnership to any Person (other than to a Restricted Subsidiary of the Partnership); provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase or other acquisition or retirement shall be excluded from the calculation of Available Cash; or (iii) any redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness by exchange for, or out of the net cash proceeds of, a substantially concurrent (x) capital contribution to the Partnership from any Person (other than a Restricted
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Subsidiary of the Partnership) or (y) issue and sale of (1) Capital Stock (other than Redeemable Capital Stock) of the Partnership to any Person (other than to a Restricted Subsidiary of the Partnership); or (2) Indebtedness of the Partnership issued to any Person (other than a Restricted Subsidiary of the Partnership), so long as such Indebtedness is Permitted Refinancing Indebtedness; provided, however, in each case, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase or other acquisition or retirement shall be excluded from the calculation of Available Cash. In computing the amount of Restricted Payments previously made for purposes of the preceding paragraph, Restricted Payments made under clause (i) shall be included and Restricted Payments made under clauses (ii) and (iii) shall not be so included.
4.10 Limitation on Liens.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Liens, other than Permitted Liens, upon any of its respective property or assets, whether owned on the 10-1/8% Notes Issue Date or thereafter acquired.
4.11 Limitation on Transactions with Affiliates.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets, property or services), other than as provided for in the Operative Agreements, with, or for the benefit of, any Affiliate of the Partnership, unless (1) such transaction or series of related transactions is between the Partnership and its Wholly-Owned Restricted Subsidiaries or between two Wholly-Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that are no less favorable to the Partnership or such Restricted Subsidiary, as the case may be, than those which would have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Partnership or a Restricted Subsidiary and (b) with respect to a transaction or series of transactions involving aggregate payments or value equal to or greater than $15 million, the Partnership shall have delivered an Officers' Certificate to the Trustee certifying that such transaction or series of transactions complies with the preceding clause (a) and that such transaction or series of transactions has been approved by a majority of the Board of Directors of the General Partner (including a majority of the Disinterested Directors); provided, however, that this Section 4.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (A) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the ordinary course of business, (B) transactions permitted by the provisions of this Indenture set forth in Sections 4.9 and 4.18 hereof and (C) transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the retail propane business operated by the Partnership, its Subsidiaries and Affiliates.
4.12 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or
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measured by, its profits, (b) pay any Indebtedness owed to the Partnership or any other Restricted Subsidiary, (c) make loans or advances to, or any investment in, the Partnership or any other Restricted Subsidiary, (d) transfer any of its properties or assets to the Partnership or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, "Payment Restrictions"), except for such encumbrances or restrictions existing under or by reason of (i) applicable law,
(ii) any agreement in effect at or entered into on the 10-1/8% Notes Issue Date (including, without limitation, the First Mortgage Notes outstanding as of the 10-1/8% Notes Issue Date and the Bank Credit Facilities in effect as of the 10-1/8% Notes Issue Date) or any agreement relating to any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the 10-1/8% Notes Issue Date, (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, (iv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so acquired, or (vi) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument.
4.13 Limitation on Sale and Leaseback Transactions.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any property of the Partnership or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Partnership and its Restricted Subsidiaries may enter into Sale and Leaseback Transactions with respect to property acquired or constructed after the 10-1/8% Notes Issue Date; provided that (a) the Partnership or such Restricted Subsidiary would be permitted under this Indenture to incur Indebtedness secured by a Lien on such property in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction, or (b) the lease in such Sale and Leaseback Transaction is for a term not in excess of the lesser of (i) three years and (ii) 60% of the remaining useful life of such property.
4.14 Limitation on Finance Corp.
In addition to the restrictions set forth under Section 4.8 hereof, Finance Corp. may not incur any Indebtedness unless (a) the Partnership is a co-obligor and guarantor of such Indebtedness or (b) the net proceeds of such Indebtedness are lent to the Partnership, used to acquire outstanding debt securities issued by the Partnership or used directly or indirectly to refinance or discharge Indebtedness permitted under the limitation of this Section 4.14. Finance Corp. may not engage in any business not related directly or indirectly to obtaining money or arranging financing for the Partnership.
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4.15 Line of Business.
The Partnership and its Restricted Subsidiaries shall not materially or substantially engage in any business other than the Business in which the Partnership and its Restricted Subsidiaries were engaged on the 10-1/8% Notes Issue Date.
4.16 Asset Sales.
The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the ordinary course of business and consistent with past practice (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership shall be governed by the provisions of this Indenture set forth under Section 4.17 hereof or Article 5 hereof and not by the provisions of this Section 4.16) or (ii) issue or sell Capital Stock of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions (each of the foregoing, an "Asset Sale"), unless (x) the Partnership (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the General Partner) of the assets sold or otherwise disposed of and (y) at least 80% of the consideration therefor received by the Partnership or such Restricted Subsidiary is in the form of cash; provided, however, that the amount of (A) any liabilities (as shown on the Partnership's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Partnership or any Restricted Subsidiary that are assumed by the transferee of any such assets and (B) any notes or other obligations received by the Partnership or any such Restricted Subsidiary from such transferee that are immediately converted by the Partnership or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision; and provided, further, that the 80% limitation referred to in this clause (y) shall not apply to any Asset Sale in which the cash portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (1) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to a Wholly-Owned Restricted Subsidiary of the Partnership, (2) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 4.15 hereof and having a fair market value (as determined in good faith by the General Partner) not less than that of the assets so transferred and (3) any transfer of assets pursuant to a Permitted Investment.
In the event that the aggregate Net Proceeds received by the Partnership or any of its Restricted Subsidiaries from one or more Assets Sales in any fiscal year of the Partnership exceed $10 million, within 270 days after the date such aggregate Net Proceeds exceed such amount (or such longer period as may be required to comply with any agreement in effect on the 10-1/8% Notes Issue Date), the Partnership, at its option, shall apply the amount of such aggregate Net Proceeds in excess of $10 million (less the amount of any such Net Proceeds previously applied during such fiscal year for the purposes set forth in clauses (a) or (b) below) to (a) reduce
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Indebtedness of a Restricted Subsidiary (with a permanent reduction of availability in the case of revolving Indebtedness) or (b) make an investment in assets in the same line of business the Partnership was engaged in on the 10-1/8% Notes Issue Date. Pending the final application of any such Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily reduce borrowings under the Bank Credit Facilities or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any such Net Proceeds that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5 million, the Issuers shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis.
Notwithstanding the foregoing, if the Issuers are required to commence an Asset Sale Offer at any time when the Issuers have securities outstanding ranking pari passu in right of payment with the Notes and the terms of those securities provide that a similar offer must be made with respect to those other securities, then the Asset Sale Offer for the Notes will be made concurrently with the other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which their holders elect to have purchased. Upon completion of the Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.
4.17 Change of Control.
Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Issuers will mail a notice to each Holder stating: (1) that the Change of Control Offer is being made pursuant to this Section 4.17 and that all Notes tendered will be accepted for payment; (2) the purchase price and the purchase date (the "Change of Control Payment Date"), which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed; (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the Second Business Day preceding the
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Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; and (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.
On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate amount of the Notes or portions thereof tendered to the Issuers. The Paying Agent will promptly mail to each Holder of Notes so accepted the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made by the Issuers to repurchase the Notes as a result of a Change of Control. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 4.17, the Issuers shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue thereof.
4.18. Deposit of Proceeds with the Escrow Agent Pending Consummation of Acquisition.
If the Acquisition has not been consummated by the close of business on the Issue Date, the Issuers shall deposit, at or prior to such time, with the Escrow Agent as provided in the Escrow Agreement, the net proceeds from the issuance of the Notes.
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ARTICLE 5: SUCCESSORS
5.1 Merger, Consolidation or Sale of Assets.
(a) The Partnership shall not consolidate or merge with or into (whether or not the Partnership is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (i) the Partnership is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation or partnership organized or existing under the laws of the United States, any state thereof or the District of Columbia;
(ii) the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Partnership pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture;
(iii) immediately after such transaction no Default or Event of Default exists; and (iv) the Partnership or such other Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made (A) will have Consolidated Net Worth (immediately after the transaction but prior to any purchase accounting adjustments resulting from the transaction) equal to or greater than the Consolidated Net Worth of the Partnership immediately preceding the transaction and (B) will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.8 hereof.
(b) Finance Corp. shall not consolidate or merge with or into (whether or not Finance Corp. is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (i) Finance Corp. is the surviving Person, or the Person formed by or surviving any such consolidation or merger (if other than Finance Corp.) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and a Wholly-Owned Restricted Subsidiary of the Partnership; (ii) the Person formed by or surviving any such consolidation or merger (if other than Finance Corp.) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of Finance Corp., pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture; and (iii) immediately after such transaction no Default or Event of Default exists.
(c) The Partnership or Finance Corp., as the case may be, shall deliver to the Trustee prior to the consummation of any proposed transaction subject to the foregoing paragraphs (a) and (b) an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel.
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5.2 Successor Person Substituted.
Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership or Finance Corp. in accordance with Section 5.1 hereof, the successor Person formed by such consolidation or into or with which the Partnership or Finance Corp. is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Partnership," "Finance Corp." or the "Issuers," as the case may be, shall refer to or include instead the successor Person and not the Partnership or Finance Corp., as the case may be), and may exercise every right and power of the Partnership or Finance Corp., as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Partnership or Finance Corp., as the case may be, herein.
ARTICLE 6: DEFAULTS AND REMEDIES
6.1 Events of Default.
An "Event of Default" occurs if:
(1) the Issuers default in the payment of the principal of or premium, if any, on any Note when the same becomes due and payable (upon Stated Maturity, acceleration, optional redemption, required purchase, scheduled principal payment or otherwise); or
(2) the Issuers default in the payment of an installment of interest on, or Liquidated Damages, if any, with respect to, any of the Notes, when the same becomes due and payable, which default continues for a period of 30 days; or
(3) either of the Issuers fails to perform or observe any other term, covenant or agreement contained in the Notes or this Indenture (other than a default specified in clause (1) or (2) above) and such default continues for a period of 45 days after written notice of such default requiring the Issuers to remedy the same shall have been given (x) to the Partnership by the Trustee or
(y) to the Issuers and the Trustee by Holders of 25% in aggregate principal amount of the Notes then outstanding; or
(4) a default or defaults occur under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness under which the Partnership or any Restricted Subsidiary then has outstanding Indebtedness, which default (a) is caused by failure to pay (x) principal with respect to Indebtedness of a Restricted Subsidiary at its Stated Maturity or within the applicable grace period, if any, provided with respect to such Indebtedness or (y) principal, premium or interest with respect to Indebtedness of the Partnership within the applicable grace period, if any, provided in such Indebtedness (collectively, a "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount
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of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10 million or more; or
(5) a final judgment or judgments (which is or are non-appealable and non-reviewable or which has or have not been stayed pending appeal or review or as to which all rights to appeal or review have expired or been exhausted) shall be rendered against the Partnership, any Restricted Subsidiary, the General Partner or any Significant Subsidiary for the payment of money in excess of $10 million in the aggregate and which judgment or judgments shall not be covered by insurance or discharged or execution thereon stayed pending appeal or review within 60 days after entry of such judgment, or, in the event of such a stay, such judgment shall not be discharged within 30 days after such stay expires; or
(6) the Partnership, Finance Corp. or any of their respective Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case,
(b) consents to the entry of an order for relief against it in an involuntary case,
(c) consents to the appointment of a Custodian of it or for all or substantially all of its property,
(d) makes a general assignment for the benefit of its creditors,
(e) admits in writing its inability to pay debts as the same become due; or
(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(a) is for relief against the Partnership, Finance Corp. or any of their respective Significant Subsidiaries in an involuntary case,
(b) appoints a Custodian of the Partnership, Finance Corp. or any of their respective Significant Subsidiaries or for all or substantially all of their property,
(c) orders the liquidation of the Partnership, Finance Corp. or any of their respective Significant Subsidiaries,
and the order or decree remains unstayed and in effect for 60 days.
The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.
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A Default under clause (3) is not an Event of Default until the Trustee notifies the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Issuers and the Trustee, of the Default and the Issuers do not cure the Default within 45 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default."
In the case of any Event of Default pursuant to the provisions of this
Section 6.1 occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Issuers with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.7 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding
6.2 Acceleration.
If an Event of Default (other than an Event of Default specified in clauses (6) and (7) of Section 6.1) occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Issuers and the Trustee may declare the unpaid principal of and any accrued interest on all the Notes to be due and payable. Upon such declaration the principal and interest shall be due and payable immediately. If an Event of Default specified in clause (6) or (7) of Section 6.1 occurs, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived.
6.3 Other Remedies.
If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy (under this Indenture or otherwise) to collect the payment of principal or interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Registration Rights Agreement.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of Notes in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.
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6.4 Waiver of Past Defaults.
Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, premium, if any or interest on, or Liquidated Damages with respect to any Note held by a non-consenting Holder. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
6.5 Control by Majority.
The Holders of a majority in principal amount of the then outstanding Notes may 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 it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes, or that may involve the Trustee in personal liability.
6.6 Limitation on Suits.
A Holder of Notes may pursue a remedy with respect to this Indenture or the Notes only if:
(1) the Holder gives to the Trustee written notice of a continuing Event of Default;
(2) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and
(5) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.
A Holder of Notes may not use this Indenture to prejudice the rights of another Holder of Notes or to obtain a preference or priority over another Holder of Notes.
6.7 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest on, or Liquidated Damages, if any, with respect to the Notes, on or after the respective due dates expressed in the Note, or to bring suit for the
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enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
6.8 Collection Suit by Trustee.
If an Event of Default specified in Section 6.1(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
6.9 Trustee May File Proofs of Claim.
The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of Notes to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders of Notes, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the Notes may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of Notes any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of Notes in any such proceeding.
6.10 Priorities.
If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:
First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;
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Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, Liquidated Damages and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and
Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.
The Trustee may fix a record date and payment date for any payment to Holders of Notes.
6.11 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.
ARTICLE 7: TRUSTEE
7.1 Duties of Trustee.
(1) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
(2) Except during the continuance of an Event of Default:
(a) The duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee.
(b) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.
(3) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
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(a) This paragraph does not limit the effect of paragraph
(2) of this Section.
(b) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.
(c) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.
(4) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(1), (2) and (3) of this Section.
(5) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.
(6) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
7.2 Rights of Trustee.
Subject to the provisions of Sections 315(a) through 315(d) of the TIA:
(1) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.
(2) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability, in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(3) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(4) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.
(5) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the General
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Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) or by an Officer of Finance Corp.
7.3 Definitive Rights of Trustee.
The Trustee in its individual or any other capacity may become the Holder or pledgee of Notes and may otherwise deal with the Partnership, Finance Corp. or an Affiliate of the Partnership or Finance Corp. with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11.
7.4 Trustee's Disclaimer.
The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers' use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers' direction under any provision hereof, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication and that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-1, if any, supplied to the Issuers are true and accurate subject to the qualifications set forth therein.
7.5 Notice of Defaults.
If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment on any Note pursuant to Section 6.1(1) or (2), the Trustee may withhold the notice if it determines in good faith that withholding the notice is in the interests of Holders of Notes.
7.6 Reports by Trustee to Holders.
Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to Holders of Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).
Commencing at the time this Indenture is qualified under the TIA, a copy of each report at the time of its mailing to Holders of Notes shall be filed with the SEC and each stock exchange on which the Notes are listed. The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.
7.7 Compensation and Indemnity.
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The Issuers shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel, except such disbursements, advances and expenses as may be attributable to its negligence or bad faith.
The Issuers shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of its duties under this Indenture, except as set forth below. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. Neither the Partnership nor Finance Corp. need pay for any settlement made without their consent, which consent shall not be unreasonably withheld.
The obligations of the Issuers under this Section 7.7 shall survive the satisfaction and discharge of this Indenture.
The Issuers need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its own negligence or bad faith.
To secure the Issuers' payment obligations in this Section, the Issuers hereby grant to the Trustee a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.
When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(6) or (7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.
7.8 Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section.
The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers. The Issuers may remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10;
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(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(3) a Custodian or public officer takes charge of the Trustee or its property; or
(4) the Trustee becomes incapable of acting.
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Partnership, Finance Corp. or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.
If the Trustee after written request by any Holder of Notes who has been a Holder of Notes for at least six months fails to comply with Section 7.10, such Holder of Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuers' obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee.
7.9 Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.
7.10 Eligibility; Disqualification.
There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trust powers, shall be subject to supervision or examination by Federal or state authority and shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.
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This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1) and 310(a)(5). The Trustee is subject to TIA Section 310(b).
7.11 Preferential Collection of Claims Against Issuers.
The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.
ARTICLE 8: LEGAL DEFEASANCE AND COVENANT DEFEASANCE
8.1 Option to Effect Legal Defeasance or Covenant Defeasance.
The Issuers may, at the option of the Board of Directors of the General Partner, on behalf of the Partnership (or the Partnership, if the Partnership is a corporation), and the Board of Directors of Finance Corp., in each case evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to apply either Section 8.2 or 8.3 hereof to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.
8.2 Legal Defeasance and Discharge.
Upon the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes when such payments are due, (b) the Issuers' obligations with respect to outstanding Notes under Article 2 and Section 4.2 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers' obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Issuers may exercise their option under this
Section 8.2 notwithstanding the prior exercise of their option under Section 8.3 hereof.
8.3 Covenant Defeasance.
Upon the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.3, each of the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4
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hereof, be released from their obligations under the covenants contained in
Section 4.3(a), 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 and Article 5 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration 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 (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, 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 covenant, whether directly or indirectly, by reason of any reference elsewhere herein or in any other document, and such omission to comply shall not constitute a Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers' exercise under Section 8.1 hereof of the option applicable to this Section 8.3 hereof, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3), 6.1(4) and 6.1(5) hereof, and Sections 6.1(6) and 6.1(7) hereof with respect to any Restricted Subsidiary that is a Significant Subsidiary, shall not constitute Events of Default.
8.4 Conditions to Legal Defeasance or Covenant Defeasance.
The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Notes:
In order to exercise either Legal Defeasance or Covenant Defeasance, as applicable:
(a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;
(b) in the case of an election under Section 8.2 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States not unacceptable to the Trustee in its reasonable discretion confirming that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred (which opinion need not address the effect of a transfer or other disposition of a Holder's interest in a Note before the stated maturity or applicable redemption date);
(c) in the case of an election under Section 8.3 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States not unacceptable to the Trustee in its
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reasonable discretion confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred (which opinion need not address the effect of a transfer or other disposition of a Holder's interest in a Note before the stated maturity or applicable redemption date);
(d) no Default shall have occurred and be continuing on the date of such deposit or insofar as Section 6.1(6) or 6.1(7) hereof are concerned, at any time in the period ending on the 91st day after the date of deposit;
(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violations of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which either of the Issuers or any of their respective Restricted Subsidiaries is a party or by which either of the Issuers or any of their respective Restricted Subsidiaries is bound;
(f) on or prior to the 91st day following the deposit, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that on the 91st day following the deposit, the trust funds are not subject to any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;
(g) the Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and
(h) the Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
8.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.
The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to
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Section 8.4. hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.
8.6 Repayment to Issuers.
(a) Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.
(b) Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of principal, interest, premium or Liquidated Damages, if any, that remains unclaimed for one year after such principal, interest, premium or Liquidated Damages, if any, became due and payable, and, thereafter, Holders entitled to the money must look to the Issuers for payment of such money as secured creditors and all liability of the Trustee and the Paying Agent with respect to such money shall cease.
8.7 Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers' obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may; provided that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.
8.8 Discharge of Liability on Securities; Defeasance.
When (a)(i) the Issuers deliver to the Trustee all outstanding Notes for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, (b) the Issuers irrevocably deposit with the Trustee money sufficient to pay at maturity or upon redemption all outstanding Notes, including interest, premium and Liquidated Damages thereon to maturity or such redemption date, and if in either case the Issuers pay all other sums payable hereunder by the Issuers, and (c) if the Notes have been called for redemption and the redemption date has not occurred, the Issuers deliver to the Trustee an Opinion of Counsel in the United States not unacceptable to the Trustee in its reasonable discretion confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a
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result of such actions and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such actions had not occurred, then this Indenture shall cease to be of further effect except for (i) the provisions set forth in Article 2, Sections 4.2, 7.7 and 8.6 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Issuers' obligation to pay the redemption price on such redemption date. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuers accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuers.
ARTICLE 9: AMENDMENTS
9.1 Without Consent of Holders.
The Partnership, Finance Corp. and the Trustee may amend this Indenture or the Notes without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to comply with Article 5;
(3) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(4) to add Guaranties with respect to the Notes;
(5) to provide security for the Notes;
(6) to make any change that would provide additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder and under the Registration Rights Agreement of any Holder of the Notes; or
(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.
Upon the request of the Partnership and Finance Corp., accompanied by a resolution of the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) and the Board of Directors of Finance Corp., authorizing the execution of any such supplemental indenture or amendment, and upon receipt by the Trustee of the documents described in Section 9.6 hereof required or requested by the Trustee, the Trustee shall join with the Partnership and Finance Corp. in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such supplemental indenture or amendment which affects its own rights, duties or immunities under this Indenture or otherwise.
9.2 With Consent of Holders.
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The Partnership, Finance Corp. and the Trustee, as applicable, may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes and, subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Partnership or Finance Corp. with any provision of this Indenture or the Notes; provided, however, that notwithstanding the above, the written consent of the Holders of at least 75% in principal amount of the then outstanding Notes shall be required to waive compliance with or to amend Section 4.18 hereof.
Upon the request of the Partnership and Finance Corp., accompanied by a resolution of the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) and the Board of Directors of Finance Corp., authorizing the execution of any such supplemental indenture, amendment or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Partnership and Finance Corp. in the execution of such supplemental indenture or amendment unless such supplemental indenture, amendment or waiver affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture, amendment or waiver.
It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
After a supplemental indenture, amendment or waiver under this Section becomes effective, the Issuers shall mail to the Holders of each Note affected thereby a notice briefly describing the supplemental indenture, amendment or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Without the consent of each Holder of Notes affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting Holder of Notes):
(1) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver;
(2) reduce the rate of or change the time for payment of interest or Liquidated Damages, if any, including default interest, on any Note;
(3) reduce the principal of or change the fixed maturity of any Note, alter the optional redemption provisions of any Note or reduce the prices at which the Issuers shall offer to purchase such Notes pursuant to Sections 3.10, 4.16 and 4.17 hereof, provided, however, that such Sections 3.10, 4.16 and 4.17 may otherwise be amended or deleted in accordance with the requirements of this
Section 9.2;
(4) make any Note payable in money other than that stated in the Note;
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(5) make any change in Section 6.4 or 6.7 hereof or in this Section 9.2; or
(6) waive a Default in the payment of principal of or interest or Liquidated Damages, if any, on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such acceleration pursuant to
Section 6.2).
9.3 Compliance with Trust Indenture Act.
If at the time of an amendment to this Indenture or the Notes, this Indenture shall be qualified under the TIA, every amendment to this Indenture or the Notes shall be set forth in a supplemental indenture that complies with the TIA as then in effect.
9.4 Relocation and Effect of Consents.
Until a supplemental indenture, an amendment or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. A supplemental indenture, amendment or waiver becomes effective in accordance with its terms and thereafter binds every Holder of Notes.
The Issuers may fix a record date for determining which Holders must consent to such supplemental indenture, amendment or waiver. If the Issuers fix a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.5, or (ii) such other date as the Issuers shall designate.
9.5 Notation on or Exchange of Notes.
The Trustee may place an appropriate notation about a supplemental indenture, amendment or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver.
Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.
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9.6 Trustee to Sign Amendments, etc.
The Trustee shall sign any amendment, supplemental indenture or waiver authorized pursuant to this Article 9 if the amendment, supplemental indenture or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplemental indenture or waiver, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 7.1, shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment, supplemental indenture or waiver is authorized or permitted by this Indenture, that it is not inconsistent with this Indenture, and that it will be valid and binding upon the Issuers in accordance with its terms. Neither the Partnership nor Finance Corp. may sign an amendment, supplemental indenture or waiver until the Board of Directors of the General Partner on behalf of the Partnership (or the Partnership, if the Partnership is a corporation) or the Board of Directors of Finance Corp. approves it.
ARTICLE 10: MISCELLANEOUS MISCELLANEOUS
10.1 Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.
10.2 Notices.
Any notice or communication by the Issuers or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' addresses:
If to the Issuers:
AmeriGas Partners, L.P.
AP Eagle Finance Corp.
P.O. Box 965
Valley Forge, Pennsylvania 19482 Attention: President
Telecopier No.: (610) 992-3254
or, in the case of couriers that can not deliver to post office boxes:
460 North Gulph Road
King of Prussia, Pennsylvania 19406 Attention: President
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If to the Trustee:
First Union National Bank
123 South Broad Street
Philadelphia, Pennsylvania 19109 Attn: Corporate Trust Administration Telecopier No.: (215) 670-6340
The Issuers or the Trustee by notice to the others may designate additional or different addresses of subsequent notices or communications.
All notices and communications (other than those sent to Holders of Notes) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
Any notice or communication to a Holder of Notes shall be mailed by first-class mail, certified or registered, return receipt requested, to his address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder of Notes or any defect in it shall not affect its sufficiency with respect to other Holders of Notes. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.
If the Issuers mail a notice or communication to Holders of Notes, it shall mail a copy to the Trustee and each Agent at the same time.
10.3 Communication by Holders with Other Holders.
Holders of Notes may communicate pursuant to TIA Section 312(b) with other Holders of Notes with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).
10.4 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Partnership or Finance Corp. to the Trustee to take any action under this Indenture, the Partnership or Finance Corp. shall furnish to the Trustee:
(1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 10.5) stating that, in the opinion
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of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and
(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 10.5) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with;
provided, however, in the case of any such application or request as to which the furnishing of such certificates and/or opinions is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.
10.5 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall include:
(1) a statement that the Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such Person, he 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
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely upon an Officers' Certificate or a certificate of a public official.
10.6 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 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 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
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possession of the Issuers, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Opinions of Counsel required to be delivered to the Trustee may have qualifications customary for opinions of the type required and counsel delivering such Opinions of Counsel may rely on certificates of the Issuers or government or other officials customary for opinions of the type required, including certificates certifying as to matters of fact, including that various financial covenants have been complied with.
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.
10.7 Rules by Trustee and Agents.
The Trustee may make reasonable rules for action by or at a meeting of Holders of Notes. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.
10.8 Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions in The City of New York, in the city in which the Corporate Trust Office of the Trustee is located or at a place of payment are authorized or obligated by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.
10.9 No Recourse Against Others.
(a) No director, officer, employee, agent, manager, partner, interest holder or stockholder of the Partnership or Finance Corp., as such, shall have any liability for any obligations of the Partnership or Finance Corp. under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations. Each Holder of Notes, by accepting a Note, waives and releases all such liability. The waiver and release shall be part of the consideration for the issuance of the Notes.
(b) The obligations of the Issuers under this Indenture and the Notes will be non-recourse to the General Partner and the Operating Partnership (and their respective affiliates (other than the Issuers)) and payable only out of the cash flow and assets of the Issuers. The Trustee agrees, and each Holder of a Note, by accepting a Note, will be deemed to have agreed in this Indenture that neither the General Partner nor its assets nor the Operating Partnership nor its assets (nor any of their respective affiliates (other than the Issuers) nor their respective assets) shall be liable for any of the obligations of the Issuers under this Indenture or the Notes. In addition, neither the Partnership nor the Holders of Notes will have any right to require the Operating Partnership to make distributions to the Partnership.
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(c) Notwithstanding the foregoing, nothing in this provision shall be construed as a waiver or release of any claims under the federal securities laws.
10.10 Duplicate Originals.
The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture.
10.11 Governing Law.
This Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
10.12 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt agreement of the Partnership or Finance Corp. or their respective Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.
10.13 Successors.
All agreements of the Partnership and Finance Corp. in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successor.
10.14 Benefits of Indenture.
Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person (other than the parties hereto and their successors hereunder, any Paying Agent and the Holders) any benefit or any legal or equitable right, remedy or claim under this Indenture.
10.15 Severability.
In case any provision in this Indenture or in the Notes 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.
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10.16 Counterpart Originals.
The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
10.17 Table of Contents, Headings, etc.
The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
[signatures on following page]
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SIGNATURES
IN WITNESS WHEREOF, the undersigned have caused this Indenture to be executed as of the date first above written.
AMERIGAS PARTNERS, L.P., by AmeriGas Propane, Inc., as General Partner

Name: Martha B. Lindsay Title: Vice President and Chief Financial Officer
AP EAGLE FINANCE CORP.

Name: Martha B. Lindsay Title: Vice President and Chief Financial Officer
FIRST UNION NATIONAL BANK

Name:
Title:
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EXHIBIT A
[Face of Note]
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
8-7/8% SERIES [A/B] SENIOR NOTE DUE 2011
No. $_____________________
CUSIP NO. ____________
AmeriGas Partners, L.P., a Delaware limited partnership, and AP Eagle Finance Corp., a Delaware corporation, jointly and severally, promise to pay to __________________________ or registered assigns the principal sum of ____________________ Dollars on ____________, 2011
Interest Payment Dates: May 20 and November 20
Record Dates: May 5 and November 5
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by its duly authorized officers and a facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated:
AMERIGAS PARTNERS, L.P.

                                                     By: AMERIGAS PROPANE, INC.,
                                                         its General Partner

                          [Seal]                         By:____________________

                                                         By:____________________

Certificate of Authentication:                       AP EAGLE FINANCE CORP.

First Union National Bank, as Trustee, certifies
that this is one of the Global Notes referred to         By:____________________
in the within-mentioned Indenture.	

Exhibit A-1

By____________________________ By:________________________ Authorized Signature
Additional provisions of this Note are set forth on the other side of this Note.
Exhibit A-2

[Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depository Trust Company shall act as the Depositary until a successor shall be appointed by the Issuers and the Registrar. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.](1)
[THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO AMERIGAS PARTNERS, L.P., AP EAGLE FINANCE CORP. OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO AMERIGAS PARTNERS, L.P. THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

(1) This paragraph should be included only if the Note is issued in global form.
Exhibit A-3

SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO AMERIGAS PARTNERS, L.P.) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.](2)

(2) This legend should only be included on Series A Notes.
Exhibit A-4

[Reverse of Note]
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
8-7/8% SERIES [A/B] SENIOR NOTE DUE 2011
1. Interest. AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"), and AP Eagle Finance Corp., a Delaware corporation ("Finance Corp." and, together with the Partnership, the "Issuers"), jointly and severally promise to pay interest on the principal amount of this Note at 8-7/8% per annum from August 21, 2001 until maturity and to pay Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Liquidated Damages, if any, semiannually on May 20 and November 20 of each year (each an "Interest Payment Date"), or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or, if no interest has been paid, from August 21, 2001; provided, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 20, 2001. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the interest rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) and Liquidated Damages to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, interest and Liquidated Damages, if any, at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available/same day funds will be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes. Such payment shall be 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.
3. Paying Agent and Registrar. Initially, the Trustee will act as Paying Agent and Registrar. The Issuers may change any Paying Agent, Registrar or co-registrar without notice. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar.
Exhibit A-5

4. Indenture. The Issuers issued the Notes under an Indenture, dated August 21, 2001 (the "Indenture"), among the Issuers and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbb) as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior general obligations of the Issuers. Subject to compliance with Section 4.8 and the other terms of the Indenture, the Issuers are permitted to issue more notes after the Issue Date under the Indenture in an unlimited amount (the "Additional Notes"). The Additional Notes subsequently issued under the Indenture shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
5. Optional Redemption. The Notes are not redeemable prior to May 20, 2006. Thereafter, the Notes will be subject to redemption at the option of the Issuers, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Liquidated Damages, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on May 20 of the years indicated below:

YEAR                                                      PERCENTAGE
----                                                      ----------
2006...............................................       104.438%
2007...............................................       102.958%
2008...............................................       101.479%
2009 and thereafter................................       100.000%	

In the event that, on or prior to May 20, 2004, the Partnership consummates a public offering of its Capital Stock (other than Redeemable Capital Stock), then within 90 days of the consummation of such public offering the Partnership, at its option, may use the net proceeds of such public offering to redeem Notes at 108.875% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date and Liquidated Damages, if any; provided, however, that at least 67% of the Notes originally issued, together with any Additional Notes, shall be outstanding immediately after such redemption. Only one redemption may be made pursuant to the provision described in this paragraph.
6. Special Mandatory Redemption. If the Acquisition has not been consummated prior to the Special Mandatory Redemption Event, then the Issuers shall redeem or cause to be redeemed, all outstanding Notes within 15 days following the Special Mandatory Redemption Event, at a redemption price equal to 101% of the principal thereof, plus accrued and unpaid interest to the redemption date.
7. Notice of Redemption. Other than in connection with a Special Mandatory Redemption, notice of redemption will be mailed to the Holder's registered address at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be
Exhibit A-6

redeemed. If less than all Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in multiples of $1,000. Notes in denominations larger than $1,000 may be redeemed in part. On and after the redemption date interest ceases to accrue on Notes or portions of them called for redemption (unless the Issuers shall default in the payment of the redemption price or accrued interest).
Upon the occurrence of a Special Mandatory Redemption, the Issuers shall mail or cause to be mailed a notice of redemption by first class mail, postage prepaid, to each Holder, with a copy to the Trustee and Paying Agent; provided that failure to provide timely notice of a Special Mandatory Redemption to the Holders, Trustee or the Paying Agent shall not affect the Issuers' obligation to effect a Special Mandatory Redemption, or the amount of the Issuers' obligation on the Notes.
8. Change of Control. In the event of a Change of Control of the Partnership, the Issuers shall be required to make an offer to purchase all or any portion of each Holder's Notes, at 101% of the principal amount thereof, plus accrued interest to the Change of Control Payment Date.
9. Asset Sale Offer. In the event of certain Asset Sales, the Issuers may be required to make an Asset Sale Offer to purchase all or any portion of each Holder's Notes, at 100% of the principal amount of the Notes plus accrued interest to the Purchase Date.
10. Restrictive Covenants. The Indenture imposes certain limitations on, among other things, the ability of the Partnership and Finance to merge or consolidate with any other Person or sell, lease or otherwise transfer all or substantially all of their respective properties or assets, the ability of the Partnership or its Restricted Subsidiaries to dispose of certain assets, to pay dividends and make certain other distributions and payments, to make certain investments or redeem, retire, repurchase or acquire for value shares of Capital Stock, to incur additional Indebtedness or incur encumbrances against certain property and to enter into certain transactions with Affiliates, all subject to certain limitations described in the Indenture.
11. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Notes selected for redemption. Also, it need not transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed.
12. Persons Deemed Owners. The registered Holder of a Note may be treated as the owner of it for all purposes and neither the Issuers, the Trustee nor any Agent shall be affected by notice to the contrary.
13. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for one year, the Trustee or Paying Agent will pay the money back to the Issuers at its request. After that, all liability of the Trustee and such Paying Agent with respect to such money shall cease.
Exhibit A-7

14. Amendment, Supplement, Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, and any past default or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Notes. Without the consent of any Holder, the Issuers may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency or to provide for uncertificated Notes in addition to certificated Notes or to make any change that does not adversely affect the rights of any Holder.
15. Defaults and Remedies. An event of default generally is: default by the Issuers for 30 days in payment of interest on the Notes; default by the Issuers in payment of principal of or premium, if any, on the Notes; default by the Issuers in the deposit of any optional redemption payment when due and payable; defaults resulting in acceleration prior to maturity of certain other Indebtedness or resulting from payment defaults under certain other Indebtedness; failure by the Issuers for 45 days after notice to comply with any of its other agreements in the Indenture; certain final judgments against the Issuers; and certain events of bankruptcy or insolvency. Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization relating to either of the Issuers or their Significant Subsidiaries, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Issuers must furnish an annual compliance certificate to the Trustee.
16. Trustee Dealings with Issuers. First Union National Bank, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuers or their respective Subsidiaries or Affiliates with the same rights it would have if it were not Trustee.
17. No Recourse Against Others. A director, officer, employee, agent, manager, interest holder or stockholder, as such, of the Issuers, shall not have any liability for any obligations of the Issuers under the Notes or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
The obligations of the Issuers under the Indenture and the Notes will be non-recourse to the General Partner and the Operating Partnership (and their respective Affiliates (other than the Issuers)), and payable only out of the cash flow and assets of the Issuers. The Trustee has, and each Holder of a Note, by accepting a Note will be deemed to have, agreed in the Indenture that neither the General Partner nor its assets nor the Operating Partnership nor its assets (nor any of their
Exhibit A-8

respective affiliates (other than the Issuers)) nor their respective assets, shall be liable for any of the obligations of the Issuers under the Indenture or the Notes. In addition, neither the Partnership nor the Holders of Notes will have any right to require the Operating Partnership to make distributions to the Partnership.
18. Authentication. This Note shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Note.
19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).
20. Additional Rights of Holders of Transfer Restricted Notes. In addition to the rights provided by Holders of Notes under the Indenture, Holders of Transfer Restricted Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of the Issue Date (the "Registration Rights Agreement"), among the Issuers and the Initial Purchasers.
21. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures, the Issuers will cause CUSIP numbers to be printed on the Notes as a convenience to Holder of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon.
The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture or Registration Rights Agreement. Requests may be made to: AmeriGas Partners, L.P., 460 North Gulph Road, King of Prussia, Pennsylvania 19406, Attention: Secretary.
Exhibit A-9

ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:

(Insert assignee's social security or tax I.D. no.)

(Print or type assignee's name, address and zip code)
and irrevocably appoint_____________________________________ as agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.
Your Signature:____________________________________________________________

(Sign exactly as your name appears on the other side of this Note)
Date: _________________
Signature Guarantee:__________________________________________
Exhibit A-10

FORM OF OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.16 or Section 4.17 of the Indenture, check the appropriate box:
Section 4.16 [ ] Section 4.17 [ ]
If you want to have only part of this Note purchased by the Issuers pursuant to Section 4.16 or Section 4.17 of the Indenture, state the amount (in integral multiples of $1,000):
$

Date:                            Signature:
      ----------------                     -------------------------------------
                                 (Sign exactly as your name appears on the other
                                 side of this Note)	

Signature Guarantee:
Exhibit A-11

SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE(*)
The following exchanges of a part of this Global Note for Definitive Notes have been made:

                                                                            Principal Amount of           Signature of
                     Amount of decrease in      Amount of increase in        this Global Note          authorized officer
                     Principal Amount of         Principal Amount of          following such           of Trustee or Note
Date of Exchange      this Global Note            this Global Note         decrease (or increase)          Custodian
----------------      ----------------            ----------------         ----------------------          ---------	

(*) This should be included only if the Note is issued in global form.
Exhibit A-12

EXHIBIT B
CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER OF NOTES
Re: 8-7/8% Series A Senior Notes due 2011 of AmeriGas Partners, L.P. and AP Eagle Finance Corp.
This Certificate relates to $_____ principal amount of Notes held in * _______ book-entry or * ______ definitive form by _________________ (the "Transferor").
The Transferor *:
- has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or
- has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.
In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture relative to the above captioned Notes and that the transfer of this Note does not require registration under the Securities Act (as defined below) because:*
- Such Note is being acquired for the Transferor's own account without transfer (in satisfaction of Section 2.6(a)(ii)(A) or Section 2.6(d)(i)(A) of the Indenture).
- Such Note is being transferred (i) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in reliance on Rule 144A or (ii) pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and in the case of clause (ii), based on an opinion of counsel if the Issuers so request and together with a certification in substantially the form of Exhibit D to the Indenture).
- Such Note is being transferred (i) in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Issuers so request) or (ii) pursuant to an effective registration statement under the Securities Act.
- Such Note is being transferred to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Issuers so request) together with a certification in substantially the form of Exhibit C to the Indenture.
- Such Note is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if the Issuers so request).

* Check applicable box.
Exhibit B-1

[INSERT NAME OF TRANSFEROR]

By:

Name:
Title:
Address:
Date:
----------------- ---, -----
Exhibit B-2

EXHIBIT C
FORM OF CERTIFICATE TO BE DELIVERED BY ACCREDITED INSTITUTIONS
_____________ ___, _____
_______________________________, as Registrar Attention: Corporate Trust Department
Ladies and Gentlemen:
We are delivering this letter in connection with an offering of 8-7/8% Senior Notes due 2011 (the "Notes") of AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"), and AP Eagle Finance Corp., a Delaware corporation (together with the Partnership, the "Issuers"), all as described in the Offering Memorandum relating to the Offering.
We hereby confirm that:
we are an "accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor"), or an entity in which all of the equity owners are Institutional Accredited Investors;
(i) any purchase of Notes will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion;
(ii) in the event that we purchase any Notes, we will acquire such securities having a minimum purchase price of at least $100,000 for our own account and for each separate account for which we are acting;
(iii) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing Notes and we and any accounts for which we are acting are able to bear the economic risks of our or their investment;
(iv) we are not acquiring Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary shall remain at all times within our control; and
(v) we acknowledge that we have had access to such financial and other information, and have been afforded the opportunity to ask such questions of representatives of the Issuers and receive answers thereto, as we deem necessary in connection with out decision to purchase Notes.
We understand that the Notes have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for which we acquire any Notes, that such Notes may be offered, resold, pledged or otherwise transferred only (i) to a person whom we reasonably believe to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, in a transaction meeting the requirements of Rule 144 under the Securities Act, outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under
Exhibit C-1

the Securities Act or in accordance with another exemption from the registration requirements of the Securities Act (and, unless such transfer occurs in a transaction meeting the requirements of Rule 144A, based upon an opinion of counsel if the Issuers so request), (ii) to the Issuers or (iii) pursuant to an effective registration statement, and, in each case, in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. We understand that the Registrar will not be required to accept for registration of transfer any Notes, except upon presentation of evidence satisfactory to the Partnership that the foregoing restrictions on transfer have been complied with. We further understand that the Notes purchased by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of this paragraph. We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein.
We acknowledge that Credit Suisse First Boston Corporation, Salomon Smith Barney Inc., the Issuers and others will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete.
Exhibit C-2

THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
Very truly yours,

[Name]

By:
 Name:

Title:
Address:
Exhibit C-3

EXHIBIT D
FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
WITH TRANSFERS PURSUANT TO REGULATION S
__________, _____
_______________________________, as Registrar Attention: Corporate Trust Department
Ladies and Gentlemen:
In connection with our proposed sale of certain 8-7/8% Series A Senior Notes due 2011 (the "Notes") of AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"), and AP Eagle Finance Corp., a Delaware corporation (together with the Partnership, the "Issuers"), we represent that:
1. the offer of the Notes was not made to a person in the United States;
2. at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States;
3. no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and
4. the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933.
You and the Issuers are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.
Very truly yours,

[Name of Transferor]

By:
 Name:

Title:
Address:
Exhibit D-1

Exhibit 4.5

SERIES C NOTES/SERIES D NOTES EXCHANGE
REGISTRATION RIGHTS AGREEMENT
APRIL 4, 2001
BY AND AMONG
AMERIGAS PARTNERS, L.P.
AMERIGAS EAGLE FINANCE CORP.
AMERIGAS PROPANE, L.P.
AMERIGAS PROPANE, INC.
AND
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC OF AMERICA SECURITIES LLC

The Registration Rights Agreement (this "AGREEMENT") is made and entered into on April 4, 2001 by and among AmeriGas Partners, L.P., a Delaware limited partnership (the "PARTNERSHIP"), AmeriGas Eagle Finance Corp., a Delaware corporation ("FINANCE CORP." and, together with the Partnership, the "ISSUERS"), AmeriGas Propane, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP") and AmeriGas Propane, Inc., a Pennsylvania corporation (the "GENERAL PARTNER"), and Credit Suisse First Boston Corporation and Banc of America Securities LLC (each, an "INITIAL PURCHASER" and, collectively, the "INITIAL PURCHASERS"), each of whom has agreed to purchase the Issuers' 10% Senior Notes Due 2006 (the "SERIES C NOTES") pursuant to the Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated March 28, 2001 (the "PURCHASE AGREEMENT"), by and among the Issuers, the Operating Partnership, the General Partner and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series C Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following meanings:
Act: The Securities Act of 1933, as amended.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: As defined in Rule 14d-l under the Exchange Act.
Closing Date: The date of this Agreement.
Columbia Propane Acquisition: The acquisition of the business of Columbia Propane, L.P. by the Partnership, as set forth in that certain purchase agreement by and among Columbia Energy Group, Columbia Propane Corporation, Columbia Propane, L.P., the Operating Partnership, the Partnership and the General Partner dated January 30, 2001.
Commission: The Securities and Exchange Commission.
Complete: A Registered Exchange Offer shall be deemed "COMPLETED" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series D Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the
2

Indenture of Series D Notes in the same aggregate principal amount as the aggregate principal amount of Series C Notes that were tendered by Holders thereof pursuant to the Exchange Offer, if any.
Damages Payment Date: With respect to the Series C Notes, each Interest Payment Date following a Registration Default, and prior to the cure of such Registration Default.
Effectiveness Target Date: As defined in Section 5.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Offer: An offer by the Issuers made pursuant to a Registration Statement under the Act to the Holders of all outstanding Transfer Restricted Securities to exchange all such outstanding Transfer Restricted Securities held by such Holders for Series D Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.
Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related prospectus.
Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Series C Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act and to persons permitted to purchase the Series C Notes in offshore transactions in reliance upon Regulation S under the Securities Act (each, a "REGULATION S PURCHASER").
Holders: As defined in Section 2(b) hereof.
Indemnified Holder: As defined in Section 8(a) hereof.
Indenture: The Indenture, dated April 4, 2001, between the Partnership, Finance Corp. and First Union National Bank, as trustee (the "TRUSTEE"), pursuant to which the Series C Notes and the Series D Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.
Initial Purchaser: As defined in the preamble hereto.
Interest Payment Date: As defined in the Indenture and the Series C Notes.
NASD: National Association of Securities Dealers, Inc.
Notes: The Series C Notes and the Series D Notes.
Person: An individual, partnership, corporation, limited liability company, joint venture, association, joint stock company, charitable foundation, trust, unincorporated organization, or a government or any agency or political subdivision thereof or any other entity.
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Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
Purchase Agreement: As defined in the preamble hereto.
Record Holder: With respect to any Damages Payment Date relating to Notes, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.
Registration Default: As defined in Section 5 hereof.
Registration Statement: Any registration statement of the Issuers relating to (a) an offering of Series C Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.
Series C Notes: As defined in the preamble hereto.
Series D Notes: The Issuers' Series D Notes Due 2006 to be issued pursuant to the Indenture in the Exchange Offer.
Shelf Filing Deadline: As defined in Section 4 hereof.
Shelf Registration Statement: As defined in Section 4 hereof.
TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as amended from time to time.
Transfer Restricted Securities: Each Note, until the earliest to occur of
(a) the date on which such Note has been exchanged by a Person other than a Broker-Dealer for a Series D Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of a Series C Note for a Series D Note, the date on which such Series D Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such security has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement, and (d) the date on which such Note can be distributed pursuant to Rule 144 under the Act.
Underwritten Registration or Underwritten Offering: A registration of securities under the Act pursuant to which securities of the Issuers are sold to an underwriter for reoffering to the public.
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SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT
(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.
(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuers and the General Partner shall
(i) cause to be filed with the Commission as soon as practicable after the Closing Date, but no later than the earlier to occur of (1) 90 days after the Columbia Propane Acquisition or (2) 120 days after Closing Date, the Exchange Offer Registration Statement,
(ii) use reasonable efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but no later than the earlier to occur of (1) 150 days after the Columbia Propane Acquisition or
(2) 180 days after the Closing Date,
(iii) in connection with the foregoing, (A) cause to be filed all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause the Exchange Offer Registration Statement to become effective, (B) if applicable, cause to be filed a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series D Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Completion of the Exchange Offer, and
(iv) upon the effectiveness of the Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series D Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below,
provided that if the Issuers and General Partner have not consummated the Exchange Offer on or prior to the earlier to occur of (A) 180 days after the Columbia Propane Acquisition or (B) 210 days after the Closing Date, then the Issuers and General Partner will file the Shelf Registration Statement with the Commission on or prior to (y) the 181st day after the Columbia Propane Acquisition or (z) the 211th day after the Closing Date, whichever is earlier. The Issuers and General Partner will use their reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended until the third anniversary of the Closing
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Date or a shorter period that will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are eligible for resale without any volume restrictions under Rule 144 of the Act.
(b) The Issuers and the General Partner shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuers and the General Partner shall use reasonable efforts to cause the Exchange Offer to comply with all applicable federal and state securities laws. The Issuers and the General Partner shall use reasonable efforts to cause the Exchange Offer to be Completed on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 10 Business Days following the expiration of the period during which the Exchange Offer is open.
(c) The Issuers shall indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Series C Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Series C Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the Series D Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.
The Issuers and the General Partner shall use reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer Registration Statement is declared effective.
The Issuers shall provide a reasonable number of copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180 day period in order to facilitate such resales.
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SECTION 4. SHELF REGISTRATION
(a) Shelf Registration. If (i) the Issuers are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Issuers, the Operating Partnership or the General Partner prior to the Completion of the Exchange Offer (A) that such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) that such Holder may not resell the Series D Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) that such Holder is a Broker-Dealer and holds Series C Notes acquired directly from the Issuers or one of their affiliates, then the Issuers and the General Partner shall
(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT") on or prior to the earlier to occur of (1) the 30th day after the date on which the Issuers determine that they are not required to file the Exchange Offer Registration Statement, and (2) the 30th day after the date on which the Issuers receive notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earlier date being the "SHELF FILING DEADLINE"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and
(y) use reasonable efforts to cause such Shelf Registration statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline.
The Issuers and the General Partner shall use reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least three years following the effective date thereof or such shorter period that will terminate when all Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are eligible for resale without any volume restrictions under Rule 144 under the Act.
(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement
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unless and until such Holder furnishes to the Issuers in writing, within 10 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.
SECTION 5. LIQUIDATED DAMAGES
If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Completed within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, (iv) the Exchange Offer Registration Statement required by this Agreement is flied and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose for a period of 14 consecutive days without being succeeded by a post-effective amendment thereto that is itself declared effective or (v) the Shelf Registration Statement, if required by this Agreement, is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose for a period of 30 consecutive days without being succeeded by a post-effective amendment thereto that is itself declared effective (each such event referred to in clauses (i) through (v), a "REGISTRATION DEFAULT"), the Issuers, the Operating Partnership and the General Partner hereby jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of liquidated damages of $0.20 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued liquidated damages shall be paid by the Issuers, in respect of the Global Note only, to the Record Holder thereof by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date, and to other Record Holders as provided in the Indenture. Following the cure of any Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of liquidated damages with respect to such Transfer Restricted Securities will cease.
All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer
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Restricted Security shall survive until such time as all such obligations with respect to such Security shall have been satisfied in full.
SECTION 6. REGISTRATION PROCEDURES
(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers, the Operating Partnership and the General Partner shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, prior to the Completion thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, as defined in Rule 405 under the Act, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series D Notes to be issued in the Exchange Offer and (C) it is acquiring the Series D Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Series D Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Issuers.
(ii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall, if requested by the staff of the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the Series D Notes to be received in the Exchange Offer and
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that, to the best of the Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the Series D Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series D Notes received in the Exchange Offer.
(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Issuers and the General Partner shall comply with all the provisions of Section 6(c) below and shall use reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Issuers will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.
(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Issuers shall and the General Partner shall cause the Issuers to:
(i) use reasonable efforts to keep such Registration Statement continuously effective; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file as soon as reasonably practicable an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;
(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
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(iii) with respect to any Shelf Registration Statement, advise the underwriter(s), if any, named in the applicable Prospectus, and selling Holders named in the applicable Prospectus promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers, the Operating Partnership and the General Partner shall use reasonable efforts to obtain the withdrawal or lifting of such order as soon as practicable;
(iv) with respect to any Shelf Registration Statement, furnish to each of the selling Holders and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement);
(v) in connection with any Shelf Registration Statement required by this Agreement, make available at reasonable times for inspection by the selling Holders, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by such selling Holders or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuers and cause the officers, directors and employees of Finance Corp. and the General Partner to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;
(vi) with respect to any Shelf Registration Statement, if reasonably requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective
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amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after an Issuer is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(vii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies within 30 days of issuance or as soon thereafter as practicable;
(viii) with respect to any Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(ix) with respect to any Shelf Registration Statement, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Issuers hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;
(x) in connection with any underwritten public offering effected pursuant to a Shelf Registration Statement, and together with the General Partner, enter into such agreements (including an underwriting agreement) in form and substance satisfactory to each of them, and make such representations and warranties in form and substance satisfactory to each of them, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; the Issuers and the General Partner shall:
(a) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings,
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upon the date of the Completion of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement:
(1) a certificate, dated the date of Completion of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President of the General Partner and Finance Corp. and (z) a principal financial or accounting officer of the General Partner confirming, as of the date thereof, the matters set forth in paragraphs (a), (b), (c) and
(d) of Section 7 of the Purchase Agreement;
(2) an opinion dated the date of Completion of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with directors, officers and other representatives of the Issuers and the General Partner, representatives of the independent public accountants for the Issuers, the Operating Partnership and the General Partner, the Initial Purchasers' representatives and the Initial Purchasers' counsel's representatives in connection with the preparation of such Registration Statement and the related Prospectus at which conferences the contents of and related matters were discussed, and that although such counsel has not independently verified and need not pass upon, or assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement and Prospectus (except to the extent specified in the foregoing opinion), no facts have come to such counsel's attention which lead such counsel to believe that the applicable Registration Statement, on the effective date thereof or the date any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Completion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus contained in such Registration Statement, on the date thereof, and in the case of the opinion dated the date of Completion of the Exchange Offer, as of the date of Completion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need not express any view with respect to the financial statements and related notes,
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the financial statement schedules and the other financial, statistical and accounting data included in the Registration Statement contemplated by this Agreement or the related Prospectus); and
(3) a customary comfort letter, dated as of the date of Completion of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Issuers' independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(h) of the Purchase Agreement, without exception;
(b) set forth in full or incorporate by reference in the purchase agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and
(c) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers, the Operating Partnership and the General Partner pursuant to this clause (x), if any.
If at any time the representations and warranties of the Issuers or the General Partner contemplated in clause (A)(1) above cease to be true and correct, the Issuers shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;
(xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Issuers shall not be required to register or qualify as a foreign corporation where they are not now so qualified or to take any action that would subject them to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where they are not now so subject;
(xii) shall issue, upon the request of any Holder of Series C Notes covered by the Shelf Registration Statement, Series D Notes, having an aggregate principal amount equal to the aggregate principal amount of Series C Notes surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Series D Notes to be
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registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Series C Notes held by such Holder shall be surrendered to the Issuers for cancellation;
(xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriter(s);
(xiv) if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(xv) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depositary Trust Company;
(xvi) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;
(xvii) otherwise use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuers' first fiscal quarter commencing after the effective date of the Registration Statement;
(xviii) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such
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changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and
(xix) provide promptly to each Holder upon request each document previously filed by the Issuers with the Commission pursuant to the requirements of Section 13 and Section 15 of the Act.
Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(ii) hereof, or until it is advised in writing (the "ADVICE") by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers' expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Issuers shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice.
SECTION 7. REGISTRATION EXPENSES
(a) All expenses incident to the performance of or compliance with this Agreement by the Issuers and the General Partner will be borne by the Issuers and the General Partner, jointly and severally, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including the reasonable fees, expenses and disbursements of counsel relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memorandum and such registration and qualification);
(iii) all expenses of printing (including printing certificate for the Series D Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of
16

independent certified public accountants of the Issuers (including the expenses of any special audit and comfort letters required by or incident to such performance); provided, however, that in an underwritten offering, neither the Issuers nor the General Partner shall be responsible for any fees and expenses of any underwriter including any underwriting discounts and commissions or any legal fees and expenses of counsel to the underwriters.
The Issuers, the Operating Partnership and the General Partner will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of the officers and employees of Finance Corp. and the General Partner performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers, the Operating Partnership and the General Partner.
It is understood that, except as otherwise provided in this Agreement, the Initial Purchasers will pay all their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Series C Notes by either Initial Purchaser and any advertising expenses connected with any offer they may make and the transportation and other expenses incurred by the Initial Purchasers in connection with presentations to prospective purchasers of the Series C Notes.
(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers, the Operating Partnership and the General Partner, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, to be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.
SECTION 8. INDEMNIFICATION
(a) The Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless (i) each Holder and
(ii) each person. if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a "CONTROLLING PERSON") and (iii) the respective officers, directors, partners, employees representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and reasonable expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue
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statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information furnished in writing to the Issuers or the General Partner by any of the Holders expressly for use therein; provided, however, that the indemnification contained in this paragraph (a) with respect to the preliminary prospectus shall not inure to the benefit of any Holder (or to the benefit of any person controlling such Holder) on account of any such loss, claim, damage, liability or expense arising from the sale of the Notes by such Holder to any person if a copy of a final prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder for delivery of a prospectus, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus was corrected in the final prospectus, provided that the Issuers have delivered the final prospectus to the Holders in reasonably requested quantities and on a timely basis to permit such delivery or sending. The Issuers, the Operating Partnership and the General Partner shall notify you promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Issuers, the Operating Partnership, the General Partner or an Indemnified Holder.
In case any action or proceeding (including any governmental investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers, the Operating Partnership or the General Partner, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person), shall promptly notify the Issuers, the Operating Partnership or the General Partner in writing (provided, that the failure to give such notice shall not relieve the indemnifying party of its obligations pursuant to this Agreement unless the indemnifying party is foreclosed by reason of such failure from asserting a defense otherwise available to it). Such Indemnified Holder shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Holder, rather than the Issuers or the General Partner, as the case may be, unless (i) the Issuers have agreed in writing to pay such fees and expenses, (ii) the Issuers, the Operating Partnership, and the General Partner have failed to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Holder and the Issuers, the Operating Partnership, or the General Partner, and such Indemnified Holder shall have been advised by its counsel that representation of such Indemnified Holder and the Issuers, the Operating Partnership, or the General Partner, as the case may be, by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Issuers, the Operating Partnership, or the General Partner shall not have the right to assume the defense of such action, suit or proceeding on behalf
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of such Indemnified Holder). Neither the Issuers, the Operating Partnership nor the General Partner shall, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Issuers, the Operating Partnership and the General Partner shall be liable for any settlement of any such action or proceeding effected with the indemnifying party's prior written consent and the Issuers, the Operating Partnership and the General Partner agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the indemnifying party. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Holder shall have requested an indemnifying party to reimburse the Indemnified Holder for fees and expenses of counsel as contemplated by the second sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent (unless such consent has been reasonably withheld) if (i) such settlement is entered into more than twenty business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the Indemnified Holder in accordance with such request prior to the date of such settlement (unless the right to such reimbursement shall have been previously disputed in good faith). Neither the Issuers, the Operating Partnership nor the General Partner shall, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes a release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding to at least the same extent as any release of the Issuers, the Operating Partnership or the General Partner obtained in connection with such settlement.
(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Operating Partnership and the General Partner and their respective directors, officers, partners, employees or representatives, and any person controlling (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuers, the Operating Partnership and the General Partner, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Issuers, the Operating Partnership and the General Partner to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Issuers, the Operating Partnership or the General Partner or the directors or officers of Finance Corp. or the General Partner or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers, the Operating Partnership and the General Partner or the directors or officers of Finance Corp. or the
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General Partner or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers, the Operating Partnership and the General Partner on the one hand and the Holders on the other hand from their sale of Transfer Restricted Securities or if such allocation is not permitted by applicable law, the relative fault of the Issuers, the Operating Partnership and the General Partner on the one hand and of the Indemnified Holder on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Issuers, the Operating Partnership and the General Partner on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers, the Operating Partnership and the General Partner or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.
The Issuers, the Operating Partnership and the General Partner and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total proceeds received by such Holder with respect to the Series C Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
20

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Series C Notes held by each of the Holders hereunder and not joint.
SECTION 9. RULE 144A
The Issuers hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.
SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled under Section 11 hereof to approve such arrangements and
(b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.
SECTION 11. SELECTION OF UNDERWRITERS
The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Issuers, it being understood that the Issuers may reasonably object to any underwriter if the selection of such underwriter would require the engagement of a "qualified independent underwriter" under the rules and regulations of the NASD.
SECTION 12. MISCELLANEOUS
(a) No Inconsistent Agreements. Neither the Issuers, the Operating Partnership nor the General Partner will on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers' securities under any agreement in effect on the date hereof.
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(b) Adjustments Affecting the Notes. Neither the Issuers, the Operating Partnership nor the General Partner will take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Complete any Exchange Offer.
(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered.
(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail (registered or certified, return receipt requested), telecopier, electronic communication or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and
(ii) if to the Issuers, the Operating Partnership or the General Partner:
If by mail:
AmeriGas Propane, Inc.
460 North Gulph Road Box 965
Valley Forge, Pennsylvania 19482
Telecopier No.: 610-992-3258 Attention: Brendan P. Bovaird, Esq.
If by overnight courier:
AmeriGas Propane, Inc.
460 North Gulph Road
King of Prussia, Pennsylvania 19406
Attention: Brendan P. Bovaird, Esq.
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With a copy to:
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Telecopier No.: 212-310-8715 Attention: David G. Schwartz, Esq.
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if delivered by electronic communication; when receipt acknowledged, if telecopied, and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.
(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.
(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
(j) Entire Agreement. This Agreement together with the other Operative Documents (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and
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understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
AMERIGAS PARTNERS, L.P.
 By: AmeriGas Propane, Inc.,
its General Partner
By:_______________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial
Officer
AMERIGAS EAGLE FINANCE CORP.
By:_______________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial
Officer
AMERIGAS PROPANE, INC.
By:_______________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial
Officer
AMERIGAS PROPANE, L.P.
 By: AmeriGas Propane, Inc.,
its general partner
By:_______________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial
Officer
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CREDIT SUISSE FIRST BOSTON CORPORATION
By:_______________________________
Name:
Title:
BANC OF AMERICA SECURITIES LLC
By:_______________________________
Name:
Title:
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Exhibit 4.6

SERIES A NOTES/SERIES B NOTES EXCHANGE
REGISTRATION RIGHTS AGREEMENT
AUGUST 21, 2001
BY AND AMONG
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
AMERIGAS PROPANE, L.P.
AMERIGAS PROPANE, INC.
AND
CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.

The Registration Rights Agreement (this "AGREEMENT") is made and entered into on August 21, 2001 by and among AmeriGas Partners, L.P., a Delaware limited partnership (the "PARTNERSHIP"), AP Eagle Finance Corp., a Delaware corporation ("FINANCE CORP." and, together with the Partnership, the "ISSUERS"), AmeriGas Propane, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP") and AmeriGas Propane, Inc., a Pennsylvania corporation (the "GENERAL PARTNER"), and Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. (each, an "INITIAL PURCHASER" and, collectively, the "INITIAL PURCHASERS"), each of whom has agreed to purchase the Issuers' 200,000,000 8-7/8% Senior Notes Due 2011 (the "SERIES A NOTES") pursuant to the Purchase Agreement (as defined below).
This Agreement is made pursuant to the Purchase Agreement, dated August 16, 2001 (the "PURCHASE AGREEMENT"), by and among the Issuers, the Operating Partnership, the General Partner and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the following meanings:
Act: The Securities Act of 1933, as amended.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: As defined in Rule 14d-l under the Exchange Act.
Closing Date: The date of this Agreement.
Columbia Propane Acquisition: The acquisition of the business of Columbia Propane, L.P. by the Partnership, as set forth in that certain purchase agreement by and among Columbia Energy Group, Columbia Propane Corporation, Columbia Propane, L.P., the Operating Partnership, the Partnership and the General Partner dated January 30, 2001.
Commission: The Securities and Exchange Commission.
Complete: A Registered Exchange Offer shall be deemed "COMPLETED" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal
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amount of Series A Notes that were tendered by Holders thereof pursuant to the Exchange Offer, if any.
Damages Payment Date: With respect to the Series A Notes, each Interest Payment Date following a Registration Default, and prior to the cure of such Registration Default.
Effectiveness Target Date: As defined in Section 5.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Offer: An offer by the Issuers made pursuant to a Registration Statement under the Act to the Holders of all outstanding Transfer Restricted Securities to exchange all such outstanding Transfer Restricted Securities held by such Holders for Series B Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.
Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related prospectus.
Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act and to persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities Act (each, a "REGULATION S PURCHASER").
Holders: As defined in Section 2(b) hereof.
Indemnified Holder: As defined in Section 8(a) hereof.
Indenture: The Indenture, dated August 21, 2001, between the Partnership, Finance Corp. and First Union National Bank, as trustee (the "TRUSTEE"), pursuant to which the Series A Notes and the Series B Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.
Initial Purchaser: As defined in the preamble hereto.
Interest Payment Date: As defined in the Indenture and the Series A Notes.
NASD: National Association of Securities Dealers, Inc.
Notes: The Series A Notes and the Series B Notes.
Person: An individual, partnership, corporation, limited liability company, joint venture, association, joint stock company, charitable foundation, trust, unincorporated organization, or a government or any agency or political subdivision thereof or any other entity.
Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.
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Purchase Agreement: As defined in the preamble hereto.
Record Holder: With respect to any Damages Payment Date relating to Notes, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.
Registration Default: As defined in Section 5 hereof.
Registration Statement: Any registration statement of the Issuers relating to (a) an offering of Series A Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.
Series A Notes: As defined in the preamble hereto.
Series B Notes: The Issuers' Series B Notes Due 2011 to be issued pursuant to the Indenture in the Exchange Offer.
Shelf Filing Deadline: As defined in Section 4 hereof.
Shelf Registration Statement: As defined in Section 4 hereof.
TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as amended from time to time.
Transfer Restricted Securities: Each Note, until the earliest to occur of (a) the date on which such Note has been exchanged by a Person other than a Broker-Dealer for a Series B Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of a Series A Note for a Series B Note, the date on which such Series B Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such security has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement, and (d) the date on which such Note can be distributed pursuant to Rule 144 under the Act.
Underwritten Registration or Underwritten Offering: A registration of securities under the Act pursuant to which securities of the Issuers are sold to an underwriter for reoffering to the public.
SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT
(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.
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(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.
SECTION 3. REGISTERED EXCHANGE OFFER
(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuers and the General Partner shall
(i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but no later than the earlier to occur of (1) 90 days after the Columbia Propane Acquisition or (2) 120 days after Closing Date,
(ii) use their reasonable efforts to cause the Exchange Offer Registration Statement to become effective at the earliest possible time, but no later than the earlier to occur of (1) 150 days after the Columbia Propane Acquisition or (2) 180 days after the Closing Date,
(iii) in connection with the foregoing, (A) cause to be filed all pre-effective amendments to the Exchange Offer Registration Statement as may be necessary in order to cause the Exchange Offer Registration Statement to become effective, (B) if applicable, cause to be filed a post-effective amendment to the Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Completion of the Exchange Offer, and
(iv) upon the effectiveness of the Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Series B Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below,
provided that if the Issuers and General Partner have not consummated the Exchange Offer on or prior to the earlier to occur of (A) 180 days after the Columbia Propane Acquisition or (B) 210 days after the Closing Date, then the Issuers and General Partner will file the Shelf Registration Statement with the Commission on or prior to (y) the 181st day after the Columbia Propane Acquisition or (z) the 211th day after the Closing Date, whichever is earlier. The Issuers and General Partner will use their reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended until the third anniversary of the Closing Date or a shorter period that will terminate when all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are eligible for resale without any volume restrictions under Rule 144 of the Act.
(b) The Issuers and the General Partner shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Complete the Exchange Offer; provided, however, that in no event shall such period be less than
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20 Business Days. The Issuers and the General Partner shall use reasonable efforts to cause the Exchange Offer to comply with all applicable federal and state securities laws. The Issuers and the General Partner shall use reasonable efforts to cause the Exchange Offer to be Completed on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 10 Business Days following the expiration of the period during which the Exchange Offer is open.
(c) The Issuers shall indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement that any Broker-Dealer who holds Series A Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Series A Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the Series B Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.
The Issuers and the General Partner shall use reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer Registration Statement is declared effective.
The Issuers shall provide a reasonable number of copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180 day period in order to facilitate such resales.
SECTION 4. SHELF REGISTRATION
(a) Shelf Registration. If (i) the Issuers are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Issuers, the Operating Partnership or the General Partner prior to the Completion of the Exchange Offer (A) that such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) that such Holder may not resell the Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the
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Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) that such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Issuers or one of their affiliates, then the Issuers and the General Partner shall
(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT") on or prior to the earlier to occur of (1) the 30th day after the date on which the Issuers determine that they are not required to file the Exchange Offer Registration Statement, and (2) the 30th day after the date on which the Issuers receive notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earlier date being the "SHELF FILING DEADLINE"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and
(y) use reasonable efforts to cause such Shelf Registration statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline.
The Issuers and the General Partner shall use reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least three years following the effective date thereof or such shorter period that will terminate when all Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are eligible for resale without any volume restrictions under Rule 144 under the Act.
(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 10 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.
SECTION 5. LIQUIDATED DAMAGES
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If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "EFFECTIVENESS TARGET DATE"), (iii) the Exchange Offer has not been Completed within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, (iv) the Exchange Offer Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose for a period of 14 consecutive days without being succeeded by a post-effective amendment thereto that is itself declared effective or (v) the Shelf Registration Statement, if required by this Agreement, is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose for a period of 30 consecutive days without being succeeded by a post-effective amendment thereto that is itself declared effective (each such event referred to in clauses (i) through (v), a "REGISTRATION DEFAULT"), the Issuers, the Operating Partnership and the General Partner hereby jointly and severally agree to pay liquidated damages to each Holder of Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $0.05 per week per $1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until such Registration Default has been cured, up to a maximum amount of liquidated damages of $0.20 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued liquidated damages shall be paid by the Issuers, in respect of the Global Note only, to the Record Holder thereof by wire transfer of immediately available funds or by federal funds check on each Damages Payment Date, and to other Record Holders as provided in the Indenture. Following the cure of any Registration Defaults relating to any particular Transfer Restricted Securities, the accrual of liquidated damages with respect to such Transfer Restricted Securities will cease.
All obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Security shall have been satisfied in full.
SECTION 6. REGISTRATION PROCEDURES
(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers, the Operating Partnership and the General Partner shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, prior to the Completion thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, as defined in Rule 405
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under the Act, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Series B Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Issuers.
(ii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall, if requested by the staff of the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.
(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Issuers and the General Partner shall comply with all the provisions of Section 6(c) below and shall use reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Issuers will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.
(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus
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required to permit resales of Notes by Broker-Dealers), the Issuers shall and the General Partner shall cause the Issuers to:
(i) use reasonable efforts to keep such Registration Statement continuously effective; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file as soon as reasonably practicable an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;
(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
(iii) with respect to any Shelf Registration Statement, advise the underwriter(s), if any, named in the applicable Prospectus, and selling Holders named in the applicable Prospectus promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an
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order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers, the Operating Partnership and the General Partner shall use reasonable efforts to obtain the withdrawal or lifting of such order as soon as practicable;
(iv) with respect to any Shelf Registration Statement, furnish to each of the selling Holders and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement);
(v) in connection with any Shelf Registration Statement required by this Agreement, make available at reasonable times for inspection by the selling Holders, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by such selling Holders or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuers and cause the officers, directors and employees of Finance Corp. and the General Partner to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness;
(vi) with respect to any Shelf Registration Statement, if reasonably requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after an Issuer is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(vii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies within 30 days of issuance or as soon thereafter as practicable;
(viii) with respect to any Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);
(ix) with respect to any Shelf Registration Statement, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the
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Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Issuers hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;
(x) in connection with any underwritten public offering effected pursuant to a Shelf Registration Statement, and together with the General Partner, enter into such agreements (including an underwriting agreement) in form and substance satisfactory to each of them, and make such representations and warranties in form and substance satisfactory to each of them, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; the Issuers and the General Partner shall:
(a) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Completion of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement:
(1) a certificate, dated the date of Completion of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President of the General Partner and Finance Corp. and (z) a principal financial or accounting officer of the General Partner confirming, as of the date thereof, the matters set forth in paragraphs (a), (b), (c) and (d) of Section 7 of the Purchase Agreement;
(2) an opinion dated the date of Completion of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with directors, officers and other representatives of the Issuers and the General Partner, representatives of the independent public accountants for the Issuers, the Operating Partnership and the General Partner, the Initial Purchasers' representatives and the Initial Purchasers' counsel's representatives in connection with the preparation of such Registration Statement and the related Prospectus at which conferences the contents of and related matters were discussed, and that although such counsel has not independently verified and need not
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pass upon, or assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement and Prospectus (except to the extent specified in the foregoing opinion), no facts have come to such counsel's attention which lead such counsel to believe that the applicable Registration Statement, on the effective date thereof or the date any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Completion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or that the Prospectus contained in such Registration Statement, on the date thereof, and in the case of the opinion dated the date of Completion of the Exchange Offer, as of the date of Completion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need not express any view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included in the Registration Statement contemplated by this Agreement or the related Prospectus); and
(3) a customary comfort letter, dated as of the date of Completion of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Issuers' independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 7(h) of the Purchase Agreement, without exception;
(b) set forth in full or incorporate by reference in the purchase agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and
(c) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (a) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers, the Operating Partnership and the General Partner pursuant to this clause (x), if any.
If at any time the representations and warranties of the Issuers or the General Partner contemplated in clause (a)(1) above cease to be true and correct, the Issuers shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;
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(xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Issuers shall not be required to register or qualify as a foreign corporation where they are not now so qualified or to take any action that would subject them to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where they are not now so subject;
(xii) shall issue, upon the request of any Holder of Series A Notes covered by the Shelf Registration Statement, Series B Notes, having an aggregate principal amount equal to the aggregate principal amount of Series A Notes surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Series B Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Series A Notes held by such Holder shall be surrendered to the Issuers for cancellation;
(xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriter(s);
(xiv) if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;
(xv) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depositary Trust Company;
(xvi) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;
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(xvii) otherwise use their best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuers' first fiscal quarter commencing after the effective date of the Registration Statement;
(xviii) cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and
(xix) provide promptly to each Holder upon request each document previously filed by the Issuers with the Commission pursuant to the requirements of Section 13 and Section 15 of the Act.
Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(ii) hereof, or until it is advised in writing (the "ADVICE") by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers' expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Issuers shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice.
SECTION 7. REGISTRATION EXPENSES
(a) All expenses incident to the performance of or compliance with this Agreement by the Issuers and the General Partner will be borne by the Issuers and the General Partner, jointly and severally, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and
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expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws (including the reasonable fees, expenses and disbursements of counsel relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memorandum and such registration and qualification);
(iii) all expenses of printing (including printing certificate for the Series B Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; and (v) all fees and disbursements of independent certified public accountants of the Issuers (including the expenses of any special audit and comfort letters required by or incident to such performance); provided, however, that in an underwritten offering, neither the Issuers nor the General Partner shall be responsible for any fees and expenses of any underwriter including any underwriting discounts and commissions or any legal fees and expenses of counsel to the underwriters.
The Issuers, the Operating Partnership and the General Partner will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of the officers and employees of Finance Corp. and the General Partner performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers, the Operating Partnership and the General Partner.
It is understood that, except as otherwise provided in this Agreement, the Initial Purchasers will pay all their own costs and expenses, including the fees of their counsel, transfer taxes on any resale of the Series A Notes by either Initial Purchaser and any advertising expenses connected with any offer they may make and the transportation and other expenses incurred by the Initial Purchasers in connection with presentations to prospective purchasers of the Series A Notes.
(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers, the Operating Partnership and the General Partner, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, to be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.
SECTION 8. INDEMNIFICATION
(a) The Issuers, the Operating Partnership and the General Partner, jointly and severally, agree to indemnify and hold harmless (i) each Holder and
(ii) each person. if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a "CONTROLLING PERSON") and (iii) the respective officers, directors, partners, employees representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "INDEMNIFIED HOLDER"), to the fullest
16

extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and reasonable expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information furnished in writing to the Issuers or the General Partner by any of the Holders expressly for use therein; provided, however, that the indemnification contained in this paragraph (a) with respect to the preliminary prospectus shall not inure to the benefit of any Holder (or to the benefit of any person controlling such Holder) on account of any such loss, claim, damage, liability or expense arising from the sale of the Notes by such Holder to any person if a copy of a final prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder for delivery of a prospectus, and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus was corrected in the final prospectus, provided that the Issuers have delivered the final prospectus to the Holders in reasonably requested quantities and on a timely basis to permit such delivery or sending. The Issuers, the Operating Partnership and the General Partner shall notify you promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Issuers, the Operating Partnership, the General Partner or an Indemnified Holder.
In case any action or proceeding (including any governmental investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers, the Operating Partnership or the General Partner, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person), shall promptly notify the Issuers, the Operating Partnership or the General Partner in writing (provided, that the failure to give such notice shall not relieve the indemnifying party of its obligations pursuant to this Agreement unless the indemnifying party is foreclosed by reason of such failure from asserting a defense otherwise available to it). Such Indemnified Holder shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Holder, rather than the Issuers or the General Partner, as the case may be, unless (i) the Issuers have agreed in writing to pay such fees and expenses, (ii) the Issuers, the Operating Partnership, and the General Partner have failed to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Holder and the Issuers, the Operating Partnership, or the General Partner, and such Indemnified Holder shall have been advised by its counsel that representation of such Indemnified Holder and the Issuers, the Operating Partnership, or the General Partner, as the case may be, by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such
17

representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Issuers, the Operating Partnership, or the General Partner shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Holder). Neither the Issuers, the Operating Partnership nor the General Partner shall, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Issuers, the Operating Partnership and the General Partner shall be liable for any settlement of any such action or proceeding effected with the indemnifying party's prior written consent and the Issuers, the Operating Partnership and the General Partner agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the indemnifying party. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Holder shall have requested an indemnifying party to reimburse the Indemnified Holder for fees and expenses of counsel as contemplated by the second sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent (unless such consent has been reasonably withheld) if (i) such settlement is entered into more than twenty business days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the Indemnified Holder in accordance with such request prior to the date of such settlement (unless the right to such reimbursement shall have been previously disputed in good faith). Neither the Issuers, the Operating Partnership nor the General Partner shall, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes a release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding to at least the same extent as any release of the Issuers, the Operating Partnership or the General Partner obtained in connection with such settlement.
(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Operating Partnership and the General Partner and their respective directors, officers, partners, employees or representatives, and any person controlling (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuers, the Operating Partnership and the General Partner, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Issuers, the Operating Partnership and the General Partner to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Issuers, the Operating Partnership or the General Partner or the directors or officers of Finance Corp. or the General Partner or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers, the Operating Partnership and the General Partner or the directors or officers of Finance Corp. or the
18

General Partner or such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers, the Operating Partnership and the General Partner on the one hand and the Holders on the other hand from their sale of Transfer Restricted Securities or if such allocation is not permitted by applicable law, the relative fault of the Issuers, the Operating Partnership and the General Partner on the one hand and of the Indemnified Holder on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Issuers, the Operating Partnership and the General Partner on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers, the Operating Partnership and the General Partner or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.
The Issuers, the Operating Partnership and the General Partner and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total proceeds received by such Holder with respect to the Series A Notes exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to
19

the respective principal amount of Series A Notes held by each of the Holders hereunder and not joint.
SECTION 9. RULE 144A
The Issuers hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.
SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled under Section 11 hereof to approve such arrangements and
(b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.
SECTION 11. SELECTION OF UNDERWRITERS
The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Issuers, it being understood that the Issuers may reasonably object to any underwriter if the selection of such underwriter would require the engagement of a "qualified independent underwriter" under the rules and regulations of the NASD.
SECTION 12. MISCELLANEOUS
(a) No Inconsistent Agreements. Neither the Issuers, the Operating Partnership nor the General Partner will on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers' securities under any agreement in effect on the date hereof.
(b) Adjustments Affecting the Notes. Neither the Issuers, the Operating Partnership nor the General Partner will take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Complete any Exchange Offer.
20

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered.
(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail (registered or certified, return receipt requested), telecopier, electronic communication or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and
(ii) if to the Issuers, the Operating Partnership or the General Partner:
If by mail:
AmeriGas Propane, Inc.
460 North Gulph Road Box 965
Valley Forge, Pennsylvania 19482
Telecopier No.: 610-992-3258
Attention: Brendan P. Bovaird, Esq.
If by overnight courier:
AmeriGas Propane, Inc.
460 North Gulph Road
King of Prussia, Pennsylvania 19406
Attention: Brendan P. Bovaird, Esq.
21

With a copy to:
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Telecopier No.: 212-310-8715
Attention: David G. Schwartz, Esq.
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if delivered by electronic communication; when receipt acknowledged, if telecopied, and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.
(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.
(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
(j) Entire Agreement. This Agreement together with the other Operative Documents (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer
22

Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
23

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
AMERIGAS PARTNERS, L.P.
 By: AmeriGas Propane, Inc., its General Partner
By: _________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial Officer
AP EAGLE FINANCE CORP.
By: _________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial Officer
AMERIGAS PROPANE, INC.
By: _________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial Officer
AMERIGAS PROPANE, L.P.
 By: AmeriGas Propane, Inc., its general partner
By: _________________________
Name: Martha B. Lindsay
Title: Vice President and Chief Financial Officer
24

We have executed the Registration Rights Agreement as of the date first written above.
CREDIT SUISSE FIRST BOSTON CORPORATION
By:_____________________________
Name:
Title:
SALOMON SMITH BARNEY INC.
By:_____________________________
Name:
Title:
25

EXHIBIT 5.1
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
FAX: (212) 310-8007
November 8, 2001
AmeriGas Partners, L.P.
AmeriGas Eagle Finance Corp.
AP Eagle Finance Corp.
460 North Gulph Road
King of Prussia, PA 19406
Ladies and Gentlemen:
We have acted as counsel to AmeriGas Partners, L.P., a Delaware limited partnership, Amerigas Eagle Finance Corp., a Delaware corporation, and AP Eagle Finance Corp., a Delaware corporation (collectively, the "Registrants"), in connection with the preparation and filing with the Securities and Exchange Commission of the Registrants' Registration Statement on Form S-4 (as amended, the "Registration Statement"), under the Securities Act of 1933, as amended, relating to (i) $60,000,000 aggregate principal amount of Series D 10% Senior Notes due 2006 (the "10% Notes") issued by AmeriGas Partners, L.P. and AmeriGas Eagle Finance Corp. and (ii) $200,000,000 aggregate principal amount of Series B 8 7/8% Senior Notes due 2011 (the "8 7/8% Notes") to be issued by AmeriGas Partners, L.P. and AP Eagle Finance Corp.
In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Indenture dated as of April 4, 2001, between AmeriGas Partners, L.P., AmeriGas Eagle Finance Corp. and First Union National Bank, as trustee (the "10% Indenture Trustee"), pursuant to which the 10% Notes will be issued (the "10% Indenture"), the Indenture dated as of August 21, 2001, between AmeriGas Partners, L.P., AP Eagle Finance Corp. and First Union National Bank, as trustee (the "8 7/8% Indenture Trustee"), pursuant to which the 8 7/8% Notes will be issued (the "8 7/8% Indenture"), the form of the 10% Notes included in the 10% Indenture filed as Exhibit 4.1 to the Registration Statement, the form of the 8 7/8% Notes included in the 8 7/8% Indenture filed as Exhibit 4.2 to the Registration Statement, and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Registrants, and have made such inquiries of such officers and

AmeriGas
November 5, 2001
Page 2
representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Registrants.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:
1. The 10% Notes have been duly authorized and, when duly executed on behalf of AmeriGas Partners L.P. and AmeriGas Eagle Finance Corp., authenticated by the 10% Indenture Trustee and delivered in accordance with the terms of the 10% Indenture and as contemplated by the Registration Statement, will constitute legal, valid and binding obligations of AmeriGas Partners, L.P. and AmeriGas Eagle Finance Corp., enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principals of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
2. The 8 7/8% Notes have been duly authorized, and, when duly executed on behalf of AmeriGas Partners L.P. and AP Eagle Finance Corp., authenticated by the 8 7/8% Indenture Trustee and delivered in accordance with the terms of the 8 7/8% Indenture and as contemplated by the Registration Statement, will constitute legal, valid and binding obligations of AmeriGas Partners, L.P. and AP Eagle Finance Corp., enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principals of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
We consent to the reference to our name under the caption "Legal Matters" in the prospectus which is a part of the Registration Statement.
Very truly yours,

/s/ Weil, Gotshal & Manges LLP	

EXHIBIT 12.1
AMERIGAS PARTNERS AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 (THOUSANDS OF DOLLARS)

                                                                     Historical
                                      -------------------------------------------------------------------------

                                                              Year Ended September 30,
                                      ------------------------------------------------------------------------
                                         1996           1997           1998           1999            2000
                                      ------------   ------------   ------------   -----------    ------------
EARNINGS:
Earnings before income taxes           $  10,084     $  44,715       $  21,729      $  26,061      $  15,443
Interest expense                          63,751        66,845          67,566         68,299         76,734
Amortization of debt discount
  and expense                              1,548         1,553           1,616          1,656          1,772
Amortization of debt premium              (2,517)       (2,740)         (2,993)        (3,370)        (3,742)
Interest component of rental
  expense                                  7,697         7,827           9,675         10,150          9,663
                                       ---------     ---------       ---------      ---------      ---------
                                       $  80,563     $ 118,200       $  97,593      $ 102,796      $  99,870
                                       =========     =========       =========      =========      =========

FIXED CHARGES:
Interest expense                       $  63,751     $  66,845       $  67,566      $  68,299      $  76,734
Amortization of debt discount
  and expense                              1,548         1,553           1,616          1,656          1,772
Amortization of debt premium              (2,517)       (2,740)         (2,993)        (3,370)        (3,742)
Interest component of rental
  expense                                  7,697         7,827           9,675         10,150          9,663
                                       ---------     ---------       ---------      ---------      ---------
                                       $  70,479     $  73,485       $  75,864      $  76,735      $  84,427
                                       =========     =========       =========      =========      =========

Ratio of earnings to fixed
  charges                                   1.14          1.61            1.29           1.34           1.18
                                       =========     =========       =========      =========      =========	

                                            Historical                    Pro Forma
                                     --------------------------    -------------------------
                                        Nine           Nine                        Nine
                                       Months         Months          Year        Months
                                       Ended          Ended          Ended         Ended
                                      June 30,       June 30,      September 30, June 30,
                                        2000           2001           2000         2001
                                     -----------    -----------    -----------  ------------
EARNINGS:
Earnings before income taxes          $  47,196      $  86,651      $     112      $ 100,869
Interest expense                         56,291         60,913         95,502         74,390
Amortization of debt discount
  and expense                             1,266          1,097          1,772            852
Amortization of debt premium             (2,793)        (2,847)        (3,742)        (2,847)
Interest component of rental
  expense                                 7,113          7,945         12,354         10,512
                                      ---------      ---------      ---------      ---------
                                      $ 109,073      $ 153,759      $ 105,998      $ 183,776
                                      =========      =========      =========      =========

FIXED CHARGES:
Interest expense                      $  56,291      $  60,913      $  95,502      $  74,390
Amortization of debt discount
  and expense                             1,266          1,097          1,772            852
Amortization of debt premium             (2,793)        (2,847)        (3,742)        (2,847)
Interest component of rental
  expense                                 7,113          7,945         12,354         10,512
                                      ---------      ---------      ---------      ---------
                                      $  61,877      $  67,108      $ 105,886      $  82,907
                                      =========      =========      =========      =========

Ratio of earnings to fixed
  charges                                  1.76           2.29           1.00           2.22
                                      =========      =========      =========      =========	

Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AmeriGas Partners, L.P.:
As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated November 10, 2000, included or incorporated by reference in the Annual Report of AmeriGas Partners, L.P. on Form 10-K for the fiscal year ended September 30, 2000, and to all references to our Firm included in or made part of this Registration Statement.

                                   /s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
 November 8, 2001	

Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To AmeriGas Partners, L.P.:
As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated November 2, 2001, included in AmeriGas Partners, L.P. Form 8-K dated August 21, 2001, as amended on Form 8-K/A dated November 5, 2001 and to all references to our Firm included in or made part of this Registration Statement.

                                   /s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
  November 8, 2001	

Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2)
FIRST UNION NATIONAL BANK
 (Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA
 (Address of Principal Executive Offices)
28288-0201
(Zip Code)
FIRST UNION NATIONAL BANK
123 SOUTH BROAD STREET
PHILADELPHIA, PA 19109
ATTENTION: CORPORATE TRUST ADMINISTRATION
 (215) 670-6300
(Name, address and telephone number of Agent for Service)
AMERIGAS PARTNERS, L.P.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
 (Exact Name of Obligors as Specified in its Charter)
DELAWARE
DELAWARE
DELAWARE
 (States or other jurisdictions of Incorporation or Organization)
23-2787918
23-2800532
23-3077318
(I.R.S. Employer Identification Numbers)
460 NORTH GULPH ROAD,KING OF PRUSSIA,PENNSYLVANIA
 (Address of Principal Executive Offices)

19406
(Zip Code)

SERIES D 10% SENIOR NOTES DUE 2006
SERIES B 8 7/8% SENIOR NOTES DUE 2011
(TITLE OF INDENTURE SECURITIES)
1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS SUBJECT:
Comptroller of the Currency
United States Department of the Treasury Washington, D.C. 20219
Federal Reserve Bank
Richmond, Virginia 23219
Federal Deposit Insurance Corporation Washington, D.C. 20429
B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
THE TRUSTEE:
Not applicable - see answer to Item 13.
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
Not applicable - see answer to Item 13.
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable - see answer to Item 13.

6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF THE OBLIGOR:
Not applicable - see answer to Item 13.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:
Not applicable - see answer to Item 13.
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE TRUSTEE:
Not applicable - see answer to Item 13.
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
Not applicable - see answer to Item 13.
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR
(2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
Not applicable - see answer to Item 13.
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
3

PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
Not applicable - see answer to Item 13.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
Not applicable - see answer to Item 13.
13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE 
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
None
14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable - see answer to Item 13.
15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED TO
ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT.
Not applicable - trustee is a national banking association organized under the laws of the United States.
16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
__ 1. Copy of Articles of Association of the trustee as now in effect.*
__ 2. Copy of the Certificate of the Comptroller of the Currency dated March 4, 1998, evidencing the authority of the trustee to transact business. **
__ 3. Copy of the Certification of Fiduciary Powers of the trustee by the Office of the Comptroller of the Currency dated April 7,
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1999.***
_X_ 4. Copy of existing by-laws of the trustee.
___ 5. Copy of each indenture referred to in Item 4, if the obligor is in default.
-Not Applicable.
_X_ 6. Consent of the trustee required by Section 321(b) of the Act.
_X_ 7. Copy of report of condition of the trustee at the close of business on June 30, 2001, published pursuant to the requirements of its supervising authority.
___ 8. Copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.
- Not Applicable
___ 9. Consent to service of process required of foreign trustees pursuant to Rule 10a-4 under the Act.
- Not Applicable

*Previously filed with the Securities and Exchange Commission on March 16, 1998 as an Exhibit to Form T-1 in connection with Registration Statement Number 333-47985, ** and filed with the Securities and Exchange Commission on July 15, 1998 as an Exhibit to Form T-1 in connection with Registration Statement Number 333-59145, *** and filed with the Securities and Exchange Commission on May 20, 1999 in connection with Registration Statement Number 333-78927 and incorporated herein by reference.
NOTE
The trustee disclaims responsibility for the accuracy or completeness of information contained in this Statement of Eligibility and Qualification not known to the trustee and not obtainable by it through reasonable investigation and as to which information it has obtained from the obligor and has had to rely or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee, First Union National Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility and Qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia and the Commonwealth of Pennsylvania, on the 29th day of October, 2001.
First Union National Bank
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By: /s/Alan G. Finn
    --------------
     Alan G. Finn
     Vice President	

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EXHIBIT 4
BY-LAWS OF
FIRST UNION NATIONAL BANK
ARTICLE I
Meetings of Shareholders
Section 1.1 Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday of April in each year, commencing with the year 1998, except that the Board of Directors may, from time to time and upon passage of a resolution specifically setting forth its reasons, set such other date for such meeting during the month of April as the Board of Directors may deem necessary or appropriate; provided, however, that if an annual meeting would otherwise fall on a legal holiday, then such annual meeting shall be held on the second business day following such legal holiday. The holders of a majority of the outstanding shares entitled to vote which are represented at any meeting of the shareholders may choose persons to act as Chairman and as Secretary of the meeting.
Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Association. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing on the books of the Association, a notice stating the purpose of the meeting.
Section 1.3 Nominations for Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the bank entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the bank, shall be made in writing and shall be delivered or mailed to the President of the Bank and to the Comptroller of the Currency, Washington, D. C., not less than 14 days nor more than 50 days prior to any meeting of stockholders called for the election of directors, provided however, that if less than 21 days' notice of such meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Bank and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the bank that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the bank owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee.
Section 1.4 Judges of Election. The Board may at any time appoint from among the shareholders three or more persons to serve as Judges of Election at any meeting of shareholders; to act as judges and tellers with respect to all votes by ballot at such meeting and to file with the Secretary of the meeting a Certificate under their hands, certifying the result thereof.
Section 1.5 Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting.
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Section 1.6 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the "Board"), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.
Section 2.2 Number. The Board shall consist of not less than five nor more than twenty-five directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of directors to a number which, (1) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less, and (2) to a number which exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five.
Section 2.3 Organization Meeting. The Secretary of the meeting upon receiving the certificate of the judges, of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting from time to time, until a quorum is obtained.
Section 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by resolution of the Board of Directors. Upon adoption of such resolution, no further notice of such meeting dates or the places or times thereof shall be required. Upon the failure of the Board of Directors to adopt such a resolution, regular meetings of the Board of Directors shall be held, without notice, on the third Tuesday in February, April, June, August, October and December, commencing with the year 1997, at the main office or at such other place and time as may be designated by the Board of Directors. When any regular meeting of the Board would otherwise fall on a holiday, the meeting shall be held on the next business day unless the Board shall designate some other day.
Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting.
Section 2.6 Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.
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Section 2.7 Vacancies. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.
Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory Boards for each of the states in which the Association conducts operations. Each such Advisory Board shall consist of as many persons as the Board of Directors may determine. The duties of each Advisory Board shall be to consult and advise with the Board of Directors and senior officers of the Association in such state with regard to the best interests of the Association and to perform such other duties as the Board of Directors may lawfully delegate. The senior officer in such state, or such officers as directed by such senior officer, may appoint advisory boards for geographic regions within such state and may consult with the State Advisory Boards prior to such appointments.
ARTICLE III
Committees of the Board
Section 3.1 The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate two or more directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board of Directors reserves to itself alone the power to act on (1) dissolution, merger or consolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval.
The Board of Directors or the Chairman of the Board of Directors of the Association may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee.
A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in the resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration.
ARTICLE IV
Officers and Employees
Section 4.1 Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be directors of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors.
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The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity.
Section 4.2 Election, Term of Office, and Qualification. Each officer shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been disqualified, or shall have been removed from office.
Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
Section 1 of these By-laws, any Senior Vice President, Vice President, or Assistant Vice President shall have, by virtue of his office, and by authority of the By-laws, the authority from time to time to act as an Assistant Secretary of the Bank, and to such extent, said officers are appointed to the office of Assistant Secretary.
Section 4.3 Chief Executive Officer. The Board of Directors shall designate one of its members to be the President of this Association, and the officer so designated shall be an ex officio member of all committees of the Association except the Examining Committee, and its Chief Executive Officer unless some other officer is so designated by the Board of Directors.
Section 4.4 Duties of Officers. The duties of all officers shall be prescribed by the Board of Directors. Nevertheless, the Board of Directors may delegate to the Chief Executive Officer the authority to prescribe the duties of other officers of the corporation not inconsistent with law, the charter, and these By-laws, and to appoint other employees, prescribe their duties, and to dismiss them. Notwithstanding such delegation of authority, any officer or employee also may be dismissed at any time by the Board of Directors.
Section 4.5 Other Employees. The Board of Directors may appoint from time to time such tellers, vault custodians, bookkeepers, and other clerks, agents, and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salary to be paid them, and dismiss them. Subject to the authority of the Board of Directors, the Chief Executive Officer or any other officer of the Association authorized by him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and other clerks, agents, and employees, prescribe their duties and the conditions of their employment, and from time to time fix their compensation.
Section 4.6 Removal and Resignation. Any officer or employee of the Association may be removed either with or without cause by the Board of Directors. Any employee other than an officer elected by the Board of Directors may be dismissed in accordance with the provisions of the preceding Section 4.5. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the Association. Any such resignation shall become effective upon its being accepted by the Board of Directors, or the Chief Executive Officer.
ARTICLE V
Fiduciary Powers
Section 5.1 Capital Management Group. There shall be an area of this Association known as the Capital Management Group which shall be responsible for the exercise of the fiduciary powers of this Association. The Capital Management Group shall consist of four service areas: Fiduciary Services, Retail Services, Investments and Marketing. The Fiduciary Services unit shall consist of personal trust, employee benefits, corporate trust and operations. The General Office for the Fiduciary Services unit shall be located in Charlotte, N.C., with additional Trust Offices in such locations as the Association shall determine from time to time.
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Section 5.2 Trust Officers. There shall be a General Trust Officer of this Association whose duties shall be to manage, supervise and direct all the activities of the Capital Management Group. Further, there shall be one or more Senior Trust Officers designated to assist the General Trust Officer in the performance of his duties. They shall do or cause to be done all things necessary or proper in carrying out the business of the Capital Management Group in accordance with provisions of applicable law and regulation.
Section 5.3 General Trust Committee. There shall be a General Trust Committee composed of not less than four (4) members of the Board of Directors or officers of this Association who shall be appointed annually, or from time to time, by the Board of Directors of this Association. Each member shall serve until his successor is appointed. The Board of Directors or the Chairman of the Board may change the membership of the General Trust Committee at any time, fill any vacancies therein, or discharge any member thereof with or without cause at any time. The General Trust Committee shall counsel and advise on all matters relating to the business or affairs of the Capital Management Group and shall adopt overall policies for the conduct of the business of the Capital Management Group, including, but not limited to: general administration, investment policies, new business development, and review for approval of major assignments of functional responsibilities. The General Trust Committee shall appoint the members of the following subcommittees: the Investment Policy Committee, Personal Trust Administration Committee, Account Review Committee, and Corporate and Institutional Accounts Committee. The General Trust Committee shall meet at least quarterly or as called for by its Chairman or any three (3) members of the Committee. A quorum shall consist of three (3) members. In carrying out its responsibilities, the General Trust Committee shall review the fiduciary activities of the Capital Management Group and may assign the administration and performance of any fiduciary powers or duties to any officers or employees of the Capital Management Group or to the Investment Policy Committee, Personal Trust Administration Committee, Account Review Committee, or Corporate and Institutional Accounts Committee, or other committees it may designate. One of the methods to be used in the review process will be the scrutiny of the Reports of Examination by the Office of the Comptroller of the Currency and the reports of the Audit Division of First Union Corporation, as they relate to the activities of the Capital Management Group. The Chairman of the General Trust Committee shall be appointed by the Chairman of the Board of Directors. The Chairman of the General Trust Committee shall cause to be recorded in appropriate minutes all actions taken by the Committee. The minutes shall be signed by its Secretary, approved by its Chairman and submitted to the Board of Directors at its next regularly scheduled meeting following a meeting of the General Trust Committee. The Board of Directors retains responsibility for the proper exercise of this Association's fiduciary powers.
Section 5.4 Investment Policy Committee. There shall be an Investment Policy Committee composed of not less than seven (7) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of five (5) members. The Investment Policy Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Investment Policy Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval."
Section 5.5 Personal Trust Administration Committee. There shall be a Personal Trust Administration Committee composed of not less than five (5) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any three (3) members of the Committee. A quorum shall consist of three (3) members. The Personal Trust Administration Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Personal Trust Administration Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its
11

Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval."
Section 5.6 Account Review Committee. There shall be an Account Review Committee composed of not less than four (4) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of three (3) members. The Account Review Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Account Review Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval."
Section 5.7 Corporate and Institutional Accounts Committee. There shall be a Corporate and Institutional Accounts Committee composed of not less than five (5) officers and/or employees of this Association, who shall be appointed annually or from time to time by the General Trust Committee. Each member shall serve until his or her successor is appointed. Meetings shall be called by the Chairman or by any two (2) members of the Committee. A quorum shall consist of three (3) members. The Corporate and Institutional Accounts Committee shall exercise such fiduciary powers and perform such duties as may be assigned to it by the General Trust Committee. All actions taken by the Corporate and Institutional Accounts Committee shall be recorded in appropriate minutes, signed by the Secretary thereof, approved by its Chairman, and submitted to the General Trust Committee at its next ensuing regular meeting for its review and approval."
ARTICLE VI
Stock and Stock Certificates
Section 6.1 Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares.
Section 6.2 Stock Certificates. Certificates of stock shall bear the signature of the Chairman, the Vice Chairman, the President, or a Vice President (which may be engraved, printed, or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed.
ARTICLE VII
Corporate Seal
Section 7.1 The President, the Cashier, the Secretary, or any Assistant Cashier, or Assistant Secretary, or other officer thereunto designated by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form.
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ARTICLE VIII
Miscellaneous Provisions
Section 8.1 Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Vice President or Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles); provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws.
Section 8.3 Records. The Articles of Association, the By-laws, and the proceedings of all meetings of the shareholders, the Board of Directors, standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier, or other officer appointed to act as Secretary of the meeting.
ARTICLE IX
By-laws
Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours.
Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the whole number of Directors.
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Exhibit A
First Union National Bank
Article X
Emergency By-laws
In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this Association will continue to conduct the affairs of the Association under such guidance from the directors or the Executive Committee as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any applicable governmental directives during the emergency.
OFFICERS PRO TEMPORE AND DISASTER
Section 1. The surviving members of the Board of Directors or the Executive Committee shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any director, for the time being.
Section 2. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this Association by its directors and officers as contemplated by these By-laws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article II of these By-laws; and in addition, such Committee shall be empowered to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this section. This By-law shall be subject to implementation by resolutions of the Board of Directors passed from time to time for that purpose, and any provisions of these By-laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by an interim Executive Committee acting under this section that it shall be to the advantage of this Association to resume the conduct and management of its affairs and business under all of the other provisions of these By-laws.
Officer Succession
BE IT RESOLVED, that if consequent upon war or warlike damage or disaster, the Chief Executive Officer of this Association cannot be located by the then acting Head Officer or is unable to assume or to continue normal executive duties, then the authority and duties of the Chief Executive Officer shall, without further action of the Board of Directors, be automatically assumed by one of the following persons in the order designated:
Chairman
President
Division Head/Area Administrator - Within this officer class, officers shall take seniority on the basis of length of service in such office or, in the event of equality, length of service as an officer of the Association.
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Any one of the above persons who in accordance with this resolution assumes the authority and duties of the Chief Executive Officer shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting Head Office decide in writing he is unable to perform said duties or until the elected Chief Executive Officer of this Association, or a person higher on the above list, shall become available to perform the duties of Chief Executive Officer of the Association.
BE IT FURTHER RESOLVED, that anyone dealing with this Association may accept a certification by any three officers that a specified individual is acting as Chief Executive Officer in accordance with this resolution; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry the signatures of three officers of the Association.
Alternate Locations
The offices of the Association at which its business shall be conducted shall be the main office thereof in each city which is designated as a City Office (and branches, if any), and any other legally authorized location which may be leased or acquired by this Association to carry on its business. During an emergency resulting in any authorized place of business of this Association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued.
Acting Head Offices
BE IT RESOLVED, that in case of and provided because of war or warlike damage or disaster, the General Office of this Association, located in Charlotte, North Carolina, is unable temporarily to continue its functions, the Raleigh office, located in Raleigh, North Carolina, shall automatically and without further action of this Board of Directors, become the "Acting Head Office of this Association";
BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage or disaster, both the General Office of this Association and the said Raleigh Office of this Association are unable to carry on their functions, then and in such case, the Asheville Office of this Association, located in Asheville, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association"; and if neither the Raleigh Office nor the Asheville Office can carry on their functions, then the Greensboro Office of this Association, located in Greensboro, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association"; and if neither the Raleigh Office, the Asheville Office, nor the Greensboro Office can carry on their functions, then the Lumberton Office of this Association, located in Lumberton, North Carolina, shall, without further action of this Board of Directors, become the "Acting Head Office of this Association". The Head Office shall resume its functions at its legally authorized location as soon as practicable.
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of AmeriGas Partners, L.P., AmeriGas Eagle Finance Corp., AP Eagle Finance Corp. Debt Securities, First Union National Bank, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK

                                                    By: /s/ Alan G. Finn
                                                        ----------------
                                                        Alan G. Finn
                                                        Vice President

Philadelphia, Pennsylvania

October 29, 2001	

16

REPORT OF CONDITION EXHIBIT 7
Consolidating domestic and foreign subsidiaries of the First Union National Bank, Charlotte, North Carolina, at the close of business on June 30, 2001 published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 22693 Comptroller of the Currency.
STATEMENT OF RESOURCES AND LIABILITIES
ASSETS

                                                                              Thousand of Dollars
                                                                              -------------------
Cash and balance due from depository institutions:
  Noninterest-bearing balances and currency and coin .....................           9,537,000
  Interest bearing balances ..............................................           1,509,000
Securities ...............................................................           /////////
  Held-to-maturity securities ............................................                   0
  Available-for-sale securities ..........................................          45,221,000
Federal funds sold and securities purchases to resell ....................           6,315,000
Loans and lease financing receivables:
  Loans and leases held for sale .........................................           6,148,000
  Loans and leases, net of unearned income ...............................         122,125,000
  LESS: Allowance for loan and lease losses ..............................           1,740,000
  LESS: Allocated transfer risk reserve ..................................                   0
  Loans and leases, net of unearned income, allowance, and
  reserve ................................................................         120,385,000
Trading assets ...........................................................          19,000,000
Premises and fixed assets (including capitalized leases) .................           2,742,000
Other real estate owned ..................................................             100,000
Investment in unconsolidated subsidiaries and associated                             /////////
companies ................................................................             316,000
Customer's liability to this bank on acceptances outstanding .............             856,000
Intangible assets:
   Goodwill ..............................................................           2,329,000
   Other intangible assets ...............................................             344,000
   Other assets ..........................................................          12,844,000
Total assets .............................................................         227,646,000

                                   LIABILITIES
Deposits:
     In domestic offices .................................................         131,429,000
       Noninterest-bearing ...............................................          20,764,000
       Interest-bearing ..................................................         110,665,000
     In foreign offices, Edge and Agreement subsidiaries,
     and IBFs ............................................................          11,657,000
       Noninterest-bearing ...............................................              80,000
       Interest-bearing ..................................................          11,577,000
Federal funds purchased and securities sold under agreements to repurchase          19,794,000
Trading liabilities ......................................................          11,908,000
Other borrowed money: ....................................................          22,811,000
Not applicable ...........................................................            ////////
Bank's liability on acceptances executed and outstanding .................             859,000
Subordinated notes and debentures ........................................           5,993,000
Other liabilities ........................................................           6,513,000
Total liabilities ........................................................         210,964,000
Minority interest in consolidated subsidiaries ...........................             964,000	

17

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus ............................             161,000
Common Stock .............................................................             455,000
Surplus ..................................................................          13,309,000
Retained earnings ........................................................           1,877,000
Accumulated other comprehensive income ...................................             (84,000)
Total equity capital .....................................................          15,718,000
Total liabilities and equity capital .....................................         227,646,000	

18

EXHIBIT 99.1
LETTER OF TRANSMITTAL
AMERIGAS PARTNERS, L.P.
AMERIGAS EAGLE FINANCE CORP.
OFFER TO EXCHANGE
SERIES D 10% SENIOR NOTES DUE 2006
FOR ANY AND ALL OUTSTANDING
SERIES C 10% SENIOR NOTES DUE 2006

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
 ON __________, 2001
(THE "EXPIRATION DATE") UNLESS EXTENDED BY 
AMERIGAS PARTNERS, L.P. AND AMERIGAS EAGLE FINANCE CORP.

FIRST UNION NATIONAL BANK
By Registered or Certified Mail, by Hand or by Overnight Courier:

1525 West W.T. Harris Boulevard
NC1153 3C3
 Charlotte, North Carolina 28262-1153
Attention: Corporate Trust Operations
By Facsimile:
(704) 590-7628
(For Eligible Institutions Only)
By Telephone:
(704) 590-7410
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated __________, 2001 (the "Prospectus") of AmeriGas Partners, L.P. and AmeriGas Eagle Finance Corp. (collectively, the "Issuers") and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuers' offer (the "Exchange Offer") to exchange $1,000 in principal amount of their Series D 10% Senior Notes due 2006 (the "Registered 10% Notes") for each $1,000 in principal amount of outstanding Series C 10% Senior Notes due 2006 (the "Old 10% Notes"). The terms of the Registered 10% Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old 10% Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered 10% Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933 (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

List below the Old 10% Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

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

                                 DESCRIPTION OF OLD 10% NOTES

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

                                                          AGGREGATE PRINCIPAL      PRINCIPAL
  NAME(S) AND ADDRESS(ES) OF REGISTERED     CERTIFICATE    AMOUNT REPRESENTED        AMOUNT
        HOLDER(S) (PLEASE FILL IN)           NUMBER(S)     BY OLD 10% NOTES*       TENDERED**

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

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

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

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

                                            ----------------------------------------------------
                                              TOTAL
------------------------------------------------------------------------------------------------
  *  Need not be completed by book-entry holders.
 **  Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate
     principal amount represented by such Old 10% Notes. See Instruction 2.
------------------------------------------------------------------------------------------------	

2

This Letter of Transmittal is to be used either if certificates representing Old 10% Notes are to be forwarded herewith or if delivery of Old 10% Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer--Procedures for Tendering." Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
Holders whose Old 10% Notes are not immediately available or who cannot deliver their Old 10% Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old 10% Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer--Procedures for Tendering."
[ ] CHECK HERE IF TENDERED OLD 10% NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution(s)

The Depository Trust Company Account Number

Transaction Code Number
[ ] CHECK HERE IF TENDERED OLD 10% NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)

Name of Eligible Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery
If Delivered by Book-Entry Transfer:
Account Number

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
Name

Address

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered 10% Notes. If the undersigned is a broker-dealer that will receive Registered 10% Notes for its own account in exchange for Old 10% Notes that were acquired as a result of market-making activities or other trading activities (other than Old 10% Notes acquired directly from the Issuers), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered 10% Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Any holder who is an "affiliate" of the Issuers or who has an arrangement or understanding with respect to the distribution of the Registered 10% Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old 10% Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.
3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount at maturity of Old 10% Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old 10% Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Old 10% Notes as are being tendered hereby.
2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old 10% Notes tendered hereby and that the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuers. The undersigned hereby further represents that: (i) any Registered 10% Notes acquired in exchange for Old 10% Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered 10% Notes, whether or not such person is the undersigned; (ii) neither the holder of such Old 10% Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered 10% Notes; and (iii) neither the holder of such Old 10% Notes nor any such other person is an "affiliate", as defined in Rule 405 under the Securities Act of 1933 (the "Securities Act") of the Issuers.
3. The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the "SEC") that the Registered 10% Notes issued in exchange for the Old 10% Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Issuers within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such Registered 10% Notes are acquired in the ordinary course of such holders' business; (ii) such holders are not engaging in and do not intend to engage in the distribution of such Registered 10% Notes; and (iii) such holders have no arrangements with any person to participate in the distribution of such Registered 10% Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered 10% Notes. If the undersigned is a broker-dealer that will receive Registered 10% Notes for its own account in exchange for Old 10% Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered 10% Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
4. The undersigned may, if, and only if, it would not receive freely tradable Registered 10% Notes in the Exchange Offer or is not eligible to participate in the Exchange Offer, elect to have its Old 10% Notes registered in the shelf registration described in the Registration Rights Agreement, dated as of April 4, 2001, among the Issuers, Credit Suisse First Boston Corporation and Bank of America Securities LLC (the "Registration Agreement") in the form filed as Exhibit 4.5 to the Registration Statement of the Issuers, Registration No. _________. Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Agreement. Such election may be made by checking the box under "Special Registration Instructions" below. By making such election, the undersigned agrees, as a holder of Old 10% Notes participating in a Shelf Registration, to comply with the Registration Agreement and to indemnify and hold harmless the Issuers and AmeriGas Propane, Inc., the general partner of the Issuers (the "General Partner"), their respective directors, officers, employees and each person, if any, who controls the Issuers and the General Partner within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and all losses, claims, damages, liabilities, judgments (including without limitation, any legal or other expenses incurred in connection with investigating or defending any judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in such
4

Registration Statement or any preliminary prospectus or prospectus forming a part thereof (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the undersigned specifically for inclusion therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Agreement.
5. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Old 10% Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal Rights." See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance Instructions" below, please issue the Registered 10% Notes (and, if applicable, substitute certificates representing Old 10% Notes for any Old 10% Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old 10% Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Registered 10% Notes (and, if applicable, substitute certificates representing Old 10% Notes for any Old 10% Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Old 10% Notes."
5

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD 10% NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD 10% NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
 (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old 10% Notes not exchanged and/or Registered 10% Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below, or if Old 10% Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.
Issue: Registered 10% Notes and/or Old 10% Notes to:
Name(s)*

(PLEASE TYPE OR PRINT)

(PLEASE TYPE OR PRINT)

Address:

ZIP CODE
(* SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM 
W-8BEN, A FORM W-8ECI OR A FORM W-8IMY)
Credit unchanged Old 10% Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(BOOK-ENTRY TRANSFER FACILITY 
ACCOUNT NUMBER, IF APPLICABLE)

SPECIAL DELIVERY INSTRUCTIONS
 (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old 10% Notes not exchanged and/or Registered 10% Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below or to such person or persons at an address other than shown in the box entitled "Description of Old 10% Notes" on this Letter of Transmittal above.
Mail Registered 10% Notes and/or Old 10% Notes to:
Name(s)*

(PLEASE TYPE OR PRINT)

(PLEASE TYPE OR PRINT)

Address:

ZIP CODE
(* SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM W-8BEN, 
A FORM W-8ECI OR A FORM W-8IMY)

6

SPECIAL REGISTRATION INSTRUCTIONS
 (SEE PARAGRAPH 4 ABOVE)

To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in paragraph 4 above, (ii) the undersigned elects to register its Old 10% Notes in the shelf registration described in the Registration Agreement, and (iii) the undersigned agrees to comply with the Registration Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.
[ ] By checking this box the undersigned hereby (i) represents that it is entitled to have its Old 10% Notes registered in a shelf registration in accordance with the Registration Agreement, (ii) elects to have its Old 10% Notes registered pursuant to the shelf registration described in the Registration Agreement, and (iii) agrees to comply with the Registration Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD 10% NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

                                PLEASE SIGN HERE
                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)

X                                                                         , 2001
 ----------------------------------------------      ---------------------

X                                                                         , 2001
 ----------------------------------------------      ---------------------

X                                                                         , 2001
 ----------------------------------------------      ---------------------
                SIGNATURE(S) OF OWNER(S)                      DATE	

Area Code and Telephone Number
If a holder is tendering any Old 10% Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old 10% Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.
Name(s):

Capacity:

Address:

Employer Identification or Social Security Number:
SIGNATURE GUARANTEE
 (IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed
by an Eligible Institution:

(AUTHORIZED SIGNATURE)

(TITLE)

(NAME AND FIRM)

8

INSTRUCTIONS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by holders of Old 10% Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the "The Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Old 10% Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old 10% Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.
Noteholders whose certificates for Old 10% Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old 10% Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old 10% Notes and the amount of Old 10% Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old 10% Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old 10% Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Old 10% Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old 10% Notes should be sent to the Issuers.
See "The Exchange Offer" section in the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old 10% Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old 10% Notes to be tendered in the box above entitled "Description of Old 10% Notes" under "Principal Amount Tendered." A reissued certificate representing the balance of nontendered Old 10% Notes of a tendering holder who physically delivered Old 10% Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old 10% Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
9

3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the Old 10% Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.
If any tendered Old 10% Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old 10% Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or holders of the Old 10% Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered 10% Notes are to be issued, or any untendered Old 10% Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority to so act must be submitted with this Letter of Transmittal.
Endorsements on certificates for Old 10% Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an "Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Old 10% Notes are tendered (i) by a registered holder of Old 10% Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old 10% Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled "Special Registration Instructions" on this Letter of Transmittal has not been completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old 10% Notes should indicate in the applicable box the name and address to which Registered 10% Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old 10% Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.
10

Noteholders tendering Old 10% Notes by book-entry transfer may request that Old 10% Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Old 10% Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.
5. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the transfer of Old 10% Notes to them or their order pursuant to the Exchange Offer. If, however, Registered 10% Notes and/or substitute Old 10% Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old 10% Notes tendered hereby, or if tendered Old 10% Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old 10% Notes to the Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.
6. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old 10% Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old 10% Notes for exchange.
Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Old 10% Notes, neither the Issuers, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD 10% NOTES.
Any holder whose Old 10% Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Old 10% Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
For a withdrawal of a tender of Old 10% Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old 10% Notes to be withdrawn (the "Depositor"),
(ii) identify the Old 10% Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old 10% Notes), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Old 10% Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture pursuant to which the Old 10% Notes were issued register the transfer of such Old 10% Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old 10% Notes are to be registered, if different from that of the Depositor. Any Old 10% Notes so properly withdrawn will be
11

deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old 10% Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old 10% Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old 10% Notes will be determined by the Issuers in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any and all Old 10% Notes not properly tendered or any Old 10% Notes the Issuers' acceptance of which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the right to waive any defects, irregularities, or conditions of tender as to particular Old 10% Notes. The Issuers' interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.
12

IMPORTANT TAX INFORMATION
Each prospective holder of Registered 10% Notes to be issued pursuant to Special Issuance Instructions should complete the attached Substitute Form W-9. Under current federal income tax law, a holder of Registered 10% Notes is required to provide the Issuers (as payor) with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered 10% Notes. If a holder of Registered 10% Notes is an individual, the TIN is such holder's social security number. If the Issuers are not provided with the correct taxpayer identification number, a holder of Registered 10% Notes may be subject to a $50 penalty imposed by the Internal Revenue Service. The Substitute Form W-9 need not be completed if the box entitled Special Issuance Instructions has not been completed.
Certain holders of Registered 10% Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered 10% Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Issuers, through the Exchange Agent, the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form W-8ECI or Form W-8IMY) properly completed and signed under penalty of perjury, attesting to the holder's exempt status. The appropriate Form W-8 will be provided by the Exchange Agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Issuers are required to withhold up to 30.5% of any "reportable payment" made to the holder of Registered 10% Notes or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding with respect to any payments received in respect of the Registered 10% Notes, each prospective holder of Registered 10% Notes to be issued pursuant to Special Issuance Instructions should provide the Issuers, through the Exchange Agent, with either: (i) such prospective holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN) and that (A) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective holder of Registered 10% Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered 10% Notes. If the Registered 10% Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.
13

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

                     PAYORS' NAME: AMERIGAS PARTNERS, L.P. AND AMERIGAS EAGLE FINANCE CORP.

-------------------------------------------------------------------------------------------------------------------
                                  PART  1--PLEASE  PROVIDE  YOUR TIN IN           Social security number(s) or
                                  THE  BOX  AT  RIGHT  AND  CERTIFY  BY         Employer identification number(s)
                                  SIGNING AND DATING BELOW.
                                                                                ---------------------------------
                                 ----------------------------------------------------------------------------------
                                  PART 2--Certification--Under penalties of perjury, I certify that: (1) the
SUBSTITUTE                        number shown on this form is my current taxpayer identification number (or I am
FORM W-9                          waiting for a number to be issued to me); (2) I am not subject to backup
DEPARTMENT OF THE                 withholding either because I am exempt from backup withholding, I have not been
TREASURY                          notified by the Internal Revenue Service (the "IRS") that I am subject to
INTERNAL REVENUE SERVICE          backup withholding as a result of a failure to report all interest or
                                  dividends, or the IRS has notified me that I am no longer subject to backup
                                  withholding; and (3) I am a U.S. person (including a resident alien).
PAYOR'S REQUEST FOR TAXPAYER     ----------------------------------------------------------------------------------
IDENTIFICATION NUMBER (TIN)       Certificate Instructions--You must cross out item (2)
                                  in Part 2 above if you have been notified by the IRS
                                  that you are subject to backup withholding because of
                                  underreporting interest or dividends on your tax                 PART 3
                                  return. However, if after being notified by the IRS
                                  that you are subject to backup withholding you              Awaiting TIN  [ ]
                                  receive another notification from the IRS stating
                                  that you are no longer subject to backup withholding,
                                  do not cross out item (2).
-------------------------------------------------------------------------------------------------------------------

Signature                                                                Date
         --------------------------------------------------------            -----------------------------------
-------------------------------------------------------------------------------------------------------------------	

NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED 10% NOTES TO BE ISSUED
PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30.5% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED 10% NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, up to 30.5% of all reportable payments made to me thereafter will be withheld until I provide such a number.
Signature Date , 2001

14

EXHIBIT 99.2
LETTER OF TRANSMITTAL
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
OFFER TO EXCHANGE
SERIES B 8 7/8% SENIOR NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
SERIES A 8 7/8% SENIOR NOTES DUE 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
 ON __________, 2001
(THE "EXPIRATION DATE") UNLESS EXTENDED BY 
AMERIGAS PARTNERS, L.P. AND AP EAGLE FINANCE CORP.

FIRST UNION NATIONAL BANK
By Registered or Certified Mail, by Hand or by Overnight Courier:

1525 West W.T. Harris Boulevard
NC1153 3C3
 Charlotte, North Carolina 28262-1153
Attention: Corporate Trust Operations
By Facsimile:
(704) 590-7628
(For Eligible Institutions Only)
By Telephone:
(704) 590-7410
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated __________, 2001 (the "Prospectus") of AmeriGas Partners, L.P. and AP Eagle Finance Corp. (collectively, the "Issuers") and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuers' offer (the "Exchange Offer") to exchange $1,000 in principal amount of their Series B 8 7/8% Senior Notes due 2011 (the "Registered 8 7/8% Notes") for each $1,000 in principal amount of outstanding Series A 8 7/8% Senior Notes due 2011 (the "Old 8 7/8% Notes"). The terms of the Registered 8 7/8% Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old 8 7/8% Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered 8 7/8% Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933 (the "Securities Act").
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

List below the Old 8 7/8% Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

---------------------------------------------------------------------------------------------------------------------
                                            DESCRIPTION OF OLD 8 7/8% NOTES
---------------------------------------------------------------------------------------------------------------------
                                                                          AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)         CERTIFICATE       AMOUNT REPRESENTED       PRINCIPAL AMOUNT
                 (PLEASE FILL IN)                        NUMBER(S)        BY OLD 8 7/8% NOTES*         TENDERED**
---------------------------------------------------------------------------------------------------------------------

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

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

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

                                                     ----------------------------------------------------------------
                                                          TOTAL
---------------------------------------------------------------------------------------------------------------------
     *  Need not be completed by book-entry holders.
    **  Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount
        represented by such Old 8 7/8% Notes.  See Instruction 2.
---------------------------------------------------------------------------------------------------------------------	

2

This Letter of Transmittal is to be used either if certificates representing Old 8 7/8% Notes are to be forwarded herewith or if delivery of Old 8 7/8% Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer--Procedures for Tendering." Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
Holders whose Old 8 7/8% Notes are not immediately available or who cannot deliver their Old 8 7/8% Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old 8 7/8% Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer--Procedures for Tendering."
[ ] CHECK HERE IF TENDERED OLD 8 7/8% NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution(s)

The Depository Trust Company Account Number

Transaction Code Number
[ ] CHECK HERE IF TENDERED OLD 8 7/8% NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
 Name of Eligible Institution that Guaranteed Delivery Date of Execution of Notice of Guaranteed Delivery If Delivered by Book-Entry Transfer:

Account Number
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
Name

Address

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered 8 7/8% Notes. If the undersigned is a broker-dealer that will receive Registered 8 7/8% Notes for its own account in exchange for Old 8 7/8% Notes that were acquired as a result of market-making activities or other trading activities (other than Old 8 7/8% Notes acquired directly from the Issuers), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered 8 7/8% Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Any holder who is an "affiliate" of the Issuers or who has an arrangement or understanding with respect to the distribution of the Registered 8 7/8% Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old 8 7/8% Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.
3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount at maturity of Old 8 7/8% Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old 8 7/8% Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Old 8 7/8% Notes as are being tendered hereby.
2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old 8 7/8% Notes tendered hereby and that the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuers. The undersigned hereby further represents that: (i) any Registered 8 7/8% Notes acquired in exchange for Old 8 7/8% Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered 8 7/8% Notes, whether or not such person is the undersigned; (ii) neither the holder of such Old 8 7/8% Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered 8 7/8% Notes; and (iii) neither the holder of such Old 8 7/8% Notes nor any such other person is an "affiliate", as defined in Rule 405 under the Securities Act of 1933 (the "Securities Act") of the Issuers.
3. The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the "SEC") that the Registered 8 7/8% Notes issued in exchange for the Old 8 7/8% Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Issuers within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such Registered 8 7/8% Notes are acquired in the ordinary course of such holders' business; (ii) such holders are not engaging in and do not intend to engage in the distribution of such Registered 8 7/8% Notes; and (iii) such holders have no arrangements with any person to participate in the distribution of such Registered 8 7/8% Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered 8 7/8% Notes. If the undersigned is a broker-dealer that will receive Registered 8 7/8% Notes for its own account in exchange for Old 8 7/8% Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered 8 7/8% Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
4. The undersigned may, if, and only if, it would not receive freely tradable Registered 8 7/8% Notes in the Exchange Offer or is not eligible to participate in the Exchange Offer, elect to have its Old 8 7/8% Notes registered in the shelf registration described in the Registration Rights Agreement, dated as of August 21, 2001, among the Issuers, Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. (the "Registration Agreement") in the form filed as Exhibit 4.5 to the Registration Statement of the Issuers, Registration No. _________. Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Agreement. Such election may be made by checking the box under "Special Registration Instructions" below. By making such election, the undersigned agrees, as a holder of Old 8 7/8% Notes participating in a Shelf Registration, to comply with the Registration Agreement and to indemnify and hold harmless the Issuers and AmeriGas Propane, Inc., the general partner of the Issuers (the "General Partner"), their respective directors, officers, employees and each person, if any, who controls the Issuers and the General Partner within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and all losses, claims, damages, liabilities, judgments (including without limitation, any legal or other expenses incurred in connection with investigating or defending any judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in such
4

Registration Statement or any preliminary prospectus or prospectus forming a part thereof (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the undersigned specifically for inclusion therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Agreement.
5. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Old 8 7/8% Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal Rights." See Instruction 9.
6. Unless otherwise indicated in the box entitled "Special Issuance Instructions" below, please issue the Registered 8 7/8% Notes (and, if applicable, substitute certificates representing Old 8 7/8% Notes for any Old 8 7/8% Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old 8 7/8% Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Registered 8 7/8% Notes (and, if applicable, substitute certificates representing Old 8 7/8% Notes for any Old 8 7/8% Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Old 8 7/8% Notes."
5

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD 8 7/8% NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD 8 7/8% NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
 (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old 8 7/8% Notes not exchanged and/or Registered 8 7/8% Notes are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below, or if Old 8 7/8% Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.
Issue: Registered 8 7/8% Notes and/or Old 8 7/8% Notes to:
Name(s)*

(PLEASE TYPE OR PRINT)

(PLEASE TYPE OR PRINT)

Address:

ZIP CODE
(* SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM 
W-8BEN, A FORM W-8ECI OR A FORM W-8IMY)
Credit unchanged Old 8 7/8% Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(BOOK-ENTRY TRANSFER FACILITY 
ACCOUNT NUMBER, IF APPLICABLE)

SPECIAL DELIVERY INSTRUCTIONS
 (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old 8 7/8% Notes not exchanged and/or Registered 8 7/8% Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal below or to such person or persons at an address other than shown in the box entitled "Description of Old 8 7/8% Notes" on this Letter of Transmittal above.
Mail Registered 8 7/8% Notes and/or Old 8 7/8% Notes to:
Name(s)*

(PLEASE TYPE OR PRINT)

(PLEASE TYPE OR PRINT)

Address:

ZIP CODE
(* SUCH PERSON(S) MUST PROPERLY COMPLETE A SUBSTITUTE FORM W-9, A FORM 
W-8BEN, A FORM W-8ECI OR A FORM W-8IMY)

6

SPECIAL REGISTRATION INSTRUCTIONS
 (SEE PARAGRAPH 4 ABOVE)

To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in paragraph 4 above, (ii) the undersigned elects to register its Old 8 7/8% Notes in the shelf registration described in the Registration Agreement, and
(iii) the undersigned agrees to comply with the Registration Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.

[ ] By checking this box the undersigned hereby (i) represents that it is entitled to have its Old 8 7/8% Notes registered in a shelf registration in accordance with the Registration Agreement, (ii) elects to have its Old 8 7/8% Notes registered pursuant to the shelf registration described in the Registration Agreement, and (iii) agrees to comply with the Registration Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD 8 7/8% NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
7

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
 (TO BE COMPLETED BY ALL TENDERING HOLDERS)

X                                                                        , 2001
 ------------------------------------------------     -------------------

X                                                                        , 2001
 ------------------------------------------------     -------------------

X                                                                        , 2001
 ------------------------------------------------     -------------------
              SIGNATURE(S) OF OWNER(S)                        DATE	

Area Code and Telephone Number
If a holder is tendering any Old 8 7/8% Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old 8 7/8% Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.
Name(s):

Capacity:

Address:

Employer Identification or Social Security Number:
SIGNATURE GUARANTEE
 (IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed
by an Eligible Institution:

(AUTHORIZED SIGNATURE)

(TITLE)

(NAME AND FIRM)

8

INSTRUCTIONS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal is to be completed by holders of Old 8 7/8% Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the "The Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all physically tendered Old 8 7/8% Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old 8 7/8% Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.
Noteholders whose certificates for Old 8 7/8% Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old 8 7/8% Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old 8 7/8% Notes and the amount of Old 8 7/8% Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old 8 7/8% Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old 8 7/8% Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Old 8 7/8% Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old 8 7/8% Notes should be sent to the Issuers.
See "The Exchange Offer" section in the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old 8 7/8% Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old 8 7/8% Notes to be tendered in the box above entitled "Description of Old 8 7/8% Notes" under "Principal Amount Tendered." A reissued certificate representing the balance of nontendered Old 8 7/8% Notes of a tendering holder who physically delivered Old 8 7/8% Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old 8 7/8% Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
9

3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the Old 8 7/8% Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.
If any tendered Old 8 7/8% Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old 8 7/8% Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or holders of the Old 8 7/8% Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered 8 7/8% Notes are to be issued, or any untendered Old 8 7/8% Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificates(s) or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority to so act must be submitted with this Letter of Transmittal.
Endorsements on certificates for Old 8 7/8% Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an "Eligible Institution" and collectively, "Eligible Institutions").
Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Old 8 7/8% Notes are tendered (i) by a registered holder of Old 8 7/8% Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old 8 7/8% Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled "Special Registration Instructions" on this Letter of Transmittal has not been completed.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old 8 7/8% Notes should indicate in the applicable box the name and address to which Registered 8 7/8% Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old 8 7/8% Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.
10

Noteholders tendering Old 8 7/8% Notes by book-entry transfer may request that Old 8 7/8% Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Old 8 7/8% Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.
5. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the transfer of Old 8 7/8% Notes to them or their order pursuant to the Exchange Offer. If, however, Registered 8 7/8% Notes and/or substitute Old 8 7/8% Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old 8 7/8% Notes tendered hereby, or if tendered Old 8 7/8% Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old 8 7/8% Notes to the Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.
6. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old 8 7/8% Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old 8 7/8% Notes for exchange.
Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Old 8 7/8% Notes, neither the Issuers, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD 8 7/8% NOTES.
Any holder whose Old 8 7/8% Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.
9. WITHDRAWAL OF TENDERS.
Tenders of Old 8 7/8% Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date.
For a withdrawal of a tender of Old 8 7/8% Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old 8 7/8% Notes to be withdrawn (the "Depositor"), (ii) identify the Old 8 7/8% Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old 8 7/8% Notes),
(iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Old 8 7/8% Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture pursuant to which the Old 8 7/8% Notes were issued register the transfer of such Old 8 7/8% Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old 8 7/8% Notes are to be registered, if different from that of the Depositor. Any Old 8 7/8% Notes so properly withdrawn
11

will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old 8 7/8% Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old 8 7/8% Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old 8 7/8% Notes will be determined by the Issuers in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any and all Old 8 7/8% Notes not properly tendered or any Old 8 7/8% Notes the Issuers' acceptance of which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the right to waive any defects, irregularities, or conditions of tender as to particular Old 8 7/8% Notes. The Issuers' interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.
12

IMPORTANT TAX INFORMATION
Each prospective holder of Registered 8 7/8% Notes to be issued pursuant to Special Issuance Instructions should complete the attached Substitute Form W-9. Under current federal income tax law, a holder of Registered 8 7/8% Notes is required to provide the Issuers (as payor) with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent any backup withholding on any payments received in respect of the Registered 8 7/8% Notes. If a holder of Registered 8 7/8% Notes is an individual, the TIN is such holder's social security number. If the Issuers are not provided with the correct taxpayer identification number, a holder of Registered 8 7/8% Notes may be subject to a $50 penalty imposed by the Internal Revenue Service. The Substitute Form W-9 need not be completed if the box entitled Special Issuance Instructions has not been completed.
Certain holders of Registered 8 7/8% Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. Exempt prospective holders of Registered 8 7/8% Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Issuers, through the Exchange Agent, the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form W-8ECI or Form W-8IMY) properly completed and signed under penalty of perjury, attesting to the holder's exempt status. The appropriate Form W-8 will be provided by the Exchange Agent upon request. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Issuers are required to withhold up to 30.5% of any "reportable payment" made to the holder of Registered 8 7/8% Notes or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding with respect to any payments received in respect of the Registered 8 7/8% Notes, each prospective holder of Registered 8 7/8% Notes to be issued pursuant to Special Issuance Instructions should provide the Issuers, through the Exchange Agent, with either: (i) such prospective holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective holder is awaiting a TIN) and that (A) such prospective holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective holder that he or she is no longer subject to backup withholding or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective holder of Registered 8 7/8% Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the Registered 8 7/8% Notes. If the Registered 8 7/8% Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.
13

-----------------------------------------------------------------------------------------------------------------------------
                              PAYORS' NAME: AMERIGAS PARTNERS, L.P. AND AP EAGLE FINANCE CORP.
-----------------------------------------------------------------------------------------------------------------------------
                                          PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX        Social security number(s) or
                                          AT RIGHT AND CERTIFY BY SIGNING AND DATING      Employer identification number(s)
                                          BELOW.
                                                                                            -----------------------------
                                          -----------------------------------------------------------------------------------
                                          PART 2--Certification--Under penalties of perjury, I certify that: (1) the
SUBSTITUTE                                number shown on this form is my current taxpayer identification number (or I am
                                          waiting for a number to be issued to me); (2) I am not subject to backup
FORM W-9                                  withholding either because I am exempt from backup withholding, I have not been
DEPARTMENT OF THE                         notified by the Internal Revenue Service (the "IRS") that I am subject to backup
TREASURY                                  withholding as a result of a failure to report all interest or dividends, or the
INTERNAL REVENUE SERVICE                  IRS has notified me that I am no longer subject to backup withholding; and (3) I
                                          am a U.S. person (including a U.S. resident alien).
                                          -----------------------------------------------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER              Certificate Instructions--You must cross out item (2)
IDENTIFICATION NUMBER (TIN)               in Part 2 above if you have been notified by the IRS
                                          that you are subject to backup withholding because of              PART 3
                                          underreporting interest or dividends on your tax
                                          return.  However, if after being notified by the IRS
                                          that you are subject to backup withholding you receive        Awaiting TIN  [ ]
                                          another notification from the IRS stating that you are
                                          no longer subject to backup withholding, do not cross
                                          out item (2).
-----------------------------------------------------------------------------------------------------------------------------

Signature                                                                    Date
          -------------------------------------------------------------           -------------------------------------------

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

NOTE: FAILURE BY A PROSPECTIVE HOLDER OF REGISTERED 8 7/8% NOTES TO BE ISSUED
PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30.5% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE REGISTERED 8 7/8% NOTES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, up to 30.5% of all reportable payments made to me thereafter will be withheld until I provide such a number.
Signature Date , 2001

14

EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
AMERIGAS PARTNERS, L.P.
AMERIGAS EAGLE FINANCE CORP.
OFFER TO EXCHANGE
SERIES D 10% SENIOR NOTES DUE 2006
FOR ANY AND ALL OUTSTANDING
SERIES C 10% SENIOR NOTES DUE 2006
This form or one substantially equivalent hereto must be used by registered holders of outstanding Series C 10% Senior Notes due 2006 (the "Old 10% Notes") of AmeriGas Partners, L.P. and AmeriGas Eagle Finance Corp. (collectively, the "Issuers") who wish to tender their Old 10% Notes in exchange for a like principal amount of Series D 10% Senior Notes due 2006 (the "Registered 10% Notes") of the Issuers pursuant to the exchange offer described in the Prospectus, dated ________, 2001 (the "Prospectus") if the holder's Old 10% Notes are not immediately available or if such holder cannot deliver its Old 10% Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to First Union National Bank (the "Exchange Agent") prior to 5:00 p.m., New York City time, on [insert Expiration Date]. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery Procedures" in the Prospectus.
The Exchange Agent for the Exchange Offer is:
FIRST UNION NATIONAL BANK
By Registered or Certified Mail, by Hand or by Overnight Courier:

1525 West W.T. Harris Boulevard
NC1153 3C3
 Charlotte, North Carolina 28262-1153
Attention: Corporate Trust Operations
By Facsimile:
(704) 590-7628
(For Eligible Institutions Only)
By Telephone:
(704) 590-7410
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers the principal amount of Old 10% Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus, receipt of which is hereby acknowledged.

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                            DESCRIPTION OF SECURITIES TENDERED
--------------------------------------------------------------------------------------------------
                                  NAME AND ADDRESS OF
                                REGISTERED HOLDER AS IT        CERTIFICATE      PRINCIPAL AMOUNT
                                 APPEARS ON THE OLD 10%     NUMBER(S) FOR OLD   OF OLD 10% NOTES
  NAME OF TENDERING HOLDER        NOTES (PLEASE PRINT)      10% NOTES TENDERED      TENDERED
--------------------------------------------------------------------------------------------------

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PLEASE SIGN HERE

X                                                          X
 --------------------------------------------------         --------------------------------------
X                                                          X
 --------------------------------------------------         --------------------------------------
X                                                          X
 --------------------------------------------------         --------------------------------------
                  SIGNATURE(S) OF OWNER                                     DATE	

Must be signed by the holder(s) of Old 10% Notes as their name(s) appear(s) on certificates for Old 10% Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):

Capacity:

Address(es):

[ ] The Depository Trust Company
(Check if Old 10% Notes will be tendered by book-entry transfer)
Account Number:

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

2

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
 (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old 10% Notes (or a confirmation of book-entry transfer of such Old 10% Notes into the Exchange Agent's account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three NYSE trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm:
             -------------------------------     -----------------------------------------
                                                            (Authorized Signature)

Address:                                         Title:
        ------------------------------------            ----------------------------------

                                                 Name:
--------------------------------------------            ----------------------------------
                                  (Zip Code)                (Please type or print)

                                                 Date:
--------------------------------------------           -----------------------------------
          Area Code and Telephone No.	

NOTE: DO NOT SEND OLD 10% NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
OLD 10% NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3

EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
OFFER TO EXCHANGE
SERIES B 8 7/8% SENIOR NOTES DUE 2011
FOR ANY AND ALL OUTSTANDING
SERIES A 8 7/8% SENIOR NOTES DUE 2011
This form or one substantially equivalent hereto must be used by registered holders of outstanding Series A 8 7/8% Senior Notes due 2011 (the "Old 8 7/8% Notes") of AmeriGas Partners, L.P. and AP Eagle Finance Corp. (collectively, the "Issuers") who wish to tender their Old 8 7/8% Notes in exchange for a like principal amount of Series B 8 7/8% Senior Notes due 2011 (the "Registered 8 7/8% Notes") of the Issuers pursuant to the exchange offer described in the Prospectus, dated ________, 2001 (the "Prospectus") if the holder's Old 8 7/8% Notes are not immediately available or if such holder cannot deliver its Old 8 7/8% Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to First Union National Bank (the "Exchange Agent") prior to 5:00 p.m., New York City time, on [insert Expiration Date]. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery Procedures" in the Prospectus.
The Exchange Agent for the Exchange Offer is:
FIRST UNION NATIONAL BANK
By Registered or Certified Mail, by Hand or by Overnight Courier:

1525 West W.T. Harris Boulevard
NC1153 3C3
 Charlotte, North Carolina 28262-1153
Attention: Corporate Trust Operations
By Facsimile:
(704) 590-7628
(For Eligible Institutions Only)
By Telephone:
(704) 590-7410
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers the principal amount of Old 8 7/8% Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus, receipt of which is hereby acknowledged.

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                       DESCRIPTION OF SECURITIES TENDERED
--------------------------------------------------------------------------------------------------
                                 NAME AND ADDRESS OF
                               REGISTERED HOLDER AS IT         CERTIFICATE       PRINCIPAL AMOUNT
                                APPEARS ON THE OLD 8 7/8%    NUMBER(S) FOR OLD     OF OLD 8 7/8%
  NAME OF TENDERING HOLDER       NOTES (PLEASE PRINT)      8 7/8% NOTES TENDERED  NOTES TENDERED
--------------------------------------------------------------------------------------------------

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

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--------------------------------------------------------------------------------
                                PLEASE SIGN HERE

X                                                 X
 ---------------------------                        ----------------------------
X                                                 X
 ---------------------------                        ----------------------------
X                                                 X
 ---------------------------                        ----------------------------
  SIGNATURE(S) OF OWNER                                          DATE	

Must be signed by the holder(s) of Old 8 7/8% Notes as their name(s) appear(s) on certificates for Old 8 7/8% Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):

Capacity:

Address(es):

[ ] The Depository Trust Company
(Check if Old 8 7/8% Notes will be tendered by book-entry transfer)
Account Number:

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
 (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old 8 7/8% Notes (or a confirmation of book-entry transfer of such Old 8 7/8% Notes into the Exchange Agent's account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three NYSE trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm:
             -------------------------------     --------------------------------------------
                                                            (Authorized Signature)

Address:                                         Title:
        ------------------------------------           --------------------------------------

                                                 Name:
--------------------------------------------          ---------------------------------------
                                   (Zip Code)                   (Please type or print)

                                                 Date:
--------------------------------------------          ---------------------------------------
          Area Code and Telephone No.	

NOTE: DO NOT SEND OLD 8 7/8% NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
OLD 8 7/8% NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.