Exhibit 4.3
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
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SUPPLEMENTAL INDENTURE
Dated May ___, 2002
To
INDENTURE
Dated August 21, 2001
8 7/8% Senior Notes due 2011
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated May
_____, 2002, among AMERIGAS PARTNERS, L.P., a Delaware limited partnership ("the
Partnership"), and AP EAGLE FINANCE CORP., a Delaware corporation and wholly
owned finance subsidiary of the Partnership (the "Finance Corp." and, together
with the Partnership, the "Issuers"), and WACHOVIA BANK, NATIONAL ASSOCIATION,
successor to FIRST UNION NATIONAL BANK, as trustee under the Indenture (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Issuers and the Trustee, as trustee, are parties to an
Indenture dated August 21, 2001 (the "Indenture") providing for the issuance of
$200 million of Series A and Series B 8 7/8% Senior Notes and, pursuant to
Section 2.2 of the Indenture, subject to compliance with Section 4.8 and the
other terms of the Indenture, an unlimited amount of Additional Notes under the
Indenture;
WHEREAS, pursuant to the terms of the Indenture, $15 million principal
amount of Series A 8 7/8% Senior Notes (the "Series A Notes) and $185 million
principal amount of Series B 8 7/8% Senior Notes (the "Series B Notes" and,
together with the Series A Notes, the "Outstanding Notes") are outstanding under
the Indenture;
WHEREAS, Section 4.8 of the Indenture provides that 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 any
Indebtedness 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 Ratio of the Partnership is greater than 2.00 to 1;
WHEREAS, no other provision of the Indenture restricts the issuance of
Additional Notes;
WHEREAS, the Issuers wish to issue Additional Notes in the amount of
$40,000,000 (the "New Notes");
WHEREAS, the Issuers intend that the New Notes have the same rights,
terms, conditions and CUSIP number as the Series B Notes;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuers and the
Trustee are authorized to execute and deliver this Supplemental Indenture
without the consent of any Holder of the Outstanding Notes; and
WHEREAS, the Issuers, by action duly taken, have authorized the
execution of this Supplemental Indenture and the issuance of the New Notes;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Issuers and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the New Notes as follows:
1. Definitions.
(a) Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Purpose of Supplemental Indenture. This Supplemental Indenture
provides that the Indenture relates to the New Notes.
3. Supplemental Indenture Part of Indenture. This Supplemental
Indenture shall form a part of the Indenture for all purposes and every holder
of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.
4. Governing Law. This Supplemental Indenture 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.
5. Trustee Makes No Representations. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
AmeriGas Partners, L.P.
By: AmeriGas Propane, Inc., as General Partner
By:
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Name:
Title
AP Eagle Finance Corp.
By:
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Name:
Title:
Wachovia Bank, National Association
as Trustee
By:
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Name:
Title:
