Exhibit 4.13
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AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
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SUPPLEMENTAL INDENTURE
Dated May 3, 2002
To
INDENTURE
Dated August 21, 2001
8 7/8% Senior Notes due 2011
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated May 3,
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;
WHEREAS, $15,000 principal amount of Series A 8 7/8% Senior Notes (the
"Series A Notes") and $199,985,000 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 currently 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,
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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;
WHEREAS, the Issuers, by action duly taken, have authorized the
execution of this Supplemental Indenture and the issuance of the New Notes; and
WHEREAS, all actions necessary to make the New Notes (when executed by
the Issuers and completed, authenticated, and delivered by the Trustee as
required by the Indenture) the valid and binding obligations of the Issuers and
to constitute these presents a valid and binding Supplemental Indenture
according to its terms have been duly taken.
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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. Issue of New Notes. The New Notes shall be hereby executed,
authenticated and delivered in accordance with the provisions of, and shall in
all respects be subject to, the terms, conditions and covenants of the
Indenture. The aggregate principal amount of the New Notes created hereby which
may be authenticated and delivered under this Supplemental Indenture shall be
limited to $40,000,000, however, an unlimited amount of Additional Notes may be
issued as provided in Section 2.2 of the Indenture.
3. Representation. The Partnership hereby represents that its
Consolidated
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Fixed Charge Coverage Ratio is, and after giving pro forma effect to the receipt
and application of the proceeds of the New Notes will be, greater than 2.00 to
1.
4. Form of New Notes; Incorporation of Terms. The New Notes and the
Trustee's certificate of authentication thereto shall be substantially in the
form of Exhibit A to the Indenture, the terms of which are hereby incorporated
in and made a part of this Supplemental Indenture.
5. Supplemental Indenture Part of Indenture. This Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Indenture and, as provided in the 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.
6. 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.
7. Conflict with TIA. If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in this
Supplemental Indenture by any provision of the Trust Indenture Act of 1939, as
amended, such required provision shall control.
8. Trustee Makes No Representations. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
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9. Successors and Assigns. All covenants and agreements in this
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.
10. Separability Clause. In case any provision in this Supplemental
Indenture or in the New 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.
11. 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.
12. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
[Signature page follows]
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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:/s/ Robert H. Knauss
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Name: Robert H. Knauss
Title: Vice President - Law
AP Eagle Finance Corp.
By:/s/ Robert H. Knauss
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Name: Robert H. Knauss
Title: Vice President - Law
Wachovia Bank, National Association
as Trustee
By:/s/ Alan G. Finn
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Name: Alan G. Finn
Title: Vice President
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