EXHIBIT 4.2
[Face of Note]
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
8-7/8% SERIES 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 in the within-mentioned Indenture. By:__________________
By __________________________
Authorized Signature By:__________________
Additional provisions of this Note are set forth on the other side
of this Note.
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[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 (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("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)
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(1) This paragraph should be included only if the Note is issued in global
form.
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[Reverse of Note]
AMERIGAS PARTNERS, L.P.
AP EAGLE FINANCE CORP.
8-7/8% SERIES 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. The Issuers will pay interest
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
(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) 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, if
any, and interest 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 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 and premium, 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.
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
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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, to the applicable
redemption date, if redeemed during the 12-month period beginning on May 20 of
the years indicated below:
YEAR PERCENTAGE
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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; 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 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).
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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.
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.
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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 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.
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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. 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. Requests may be made to: AmeriGas
Partners, L.P., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Secretary.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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(Insert assignee's social security or tax I.D. no.)
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(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.
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Your Signature:
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(Sign exactly as your name appears on the other side of this Note)
Date:
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Signature Guarantee:
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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:
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(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:
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SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE*
The following exchanges of a part of this Global Note for Definitive Notes have
been made:
Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized
Principal Amount of this Principal Amount of this Global Note following such officer of Trustee or Note
Date of Exchange Global Note Global Note decrease (or increase) Custodian
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* This should be included only if the Note is issued in global form.
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