Exhibit 10.3



 Exhibit 10.3 
 AMENDMENT NO. 2 
 TO 

CREDIT AGREEMENT 
 THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Second Amendment”) dated as of January 12, 2012, is by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the
“Borrower”), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the “General Partner”), the lenders from time to time party to the Credit Agreement (collectively, the
“Lenders”; individually, a “Lender”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”). 

WITNESSETH: 
 WHEREAS, the Borrower, the General Partner, the Agent, and the Lenders are parties to that certain Credit Agreement dated as of June 21, 2011 (as in effect on the date hereof and amended,
supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”; terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement);

 WHEREAS, the Borrower and the General Partner have requested that the Agent and the Lenders agree to revise
the Credit Agreement to, among other things: (a) increase the Revolving Credit Commitments by up to $200,000,000 (the “Increased Commitments”) to an aggregate amount of $525,000,000, (b) extend the Revolving Credit
Maturity Date to October 15, 2016, and (c) amend certain other provisions of the Credit Agreement to provide for the acquisition (the “Acquisition”) of Heritage Propane L.P. (“Heritage”) and
Titan Propane, L.P. (“Titan”); 
 WHEREAS, in connection with the Acquisition, AmeriGas
Finance LLC and AmeriGas Finance Corp., each a Subsidiary of the MLP, have issued up to $1,550,000,000 of senior unsecured notes (the “Financing Notes”) to finance the Acquisition (the “Heritage
Financing”); and 
 WHEREAS, the Agent and the Lenders have agreed to make such revisions on the
terms and conditions set forth in this Second Amendment; 
 NOW THEREFORE, the parties hereto hereby agree as
follows: 
 Section 1. Amendment. Subject to the satisfaction of the conditions precedent specified
in Section 3 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 
  

	 	1.01.	 Definitions. 


  

	 	(a)	 Section 1.1 of the Credit Agreement shall be amended as follows: 



 

	 	(i)	 The definition of “Consolidated EBITDA” shall be deleted in its entirety and replaced with the following: 









 “means, for any period, the sum of the following determined on a
Consolidated basis, without duplication, for any Person and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining
Consolidated Net Income: (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, and (iii) depreciation and amortization of property, plant and equipment and intangible assets, in each case for such period, plus
(c) any transaction costs associated with the Heritage Acquisition in an amount not to exceed $60,000,000 in the aggregate during the first eight (8) fiscal quarters following the date of the Heritage Acquisition, plus (d) synergies
anticipated to result from the Heritage Acquisition in the amount of up to (i) $50,000,000 for the period ending September 30, 2011, the period ending December 31, 2011, the period ending March 31, 2012 and the period ending
June 30, 2012, (ii) $32,200,000 for the period ending September 30, 2012, and (iii) $20,600,000 for the period ending December 31, 2012. For purposes of the Consolidated MLP Total Leverage Ratio and the Consolidated Borrower
Total Leverage Ratio, Consolidated EBITDA (x) shall be adjusted on a Pro Forma Basis for (1) any Permitted Acquisition which is in excess of $25,000,000 or (2) Asset Dispositions which, individually or in the aggregate, are in excess
of $25,000,000 and (y) may be adjusted on a Pro Forma Basis for any Permitted Acquisition which individually is less than $25,000,000 but, when taken together with all other Permitted Acquisitions, is in excess of $25,000,000.” 

 

	 	(ii)	 The definition of “L/C Commitment” shall be deleted in its entirety and replaced with the following: 



“means the lesser of (a) ONE HUNDRED AND TWENTY-FIVE MILLION DOLLARS ($125,000,000) and (b) the Revolving
Credit Commitment.” 
  

	 	(iii)	 The definition of “Permitted Acquisition” shall be revised as follows: 



 

	 	(1)	 Deleting “and” from the end of subsection (d); 



 

	 	(2)	 Deleting the period from the end of subsection (e) and substituting “; and” in its place; and 



 

	 	(3)	 Adding a new subsection (f) to the end of the definition as follows: 



“(f) the acquisition of Heritage Propane, L.P. and Titan Propane, L.P. (together, “Heritage”)
directly or indirectly by the Borrower.” 

  
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	 	(iv)	 The definition of Revolving Credit Maturity Date shall be deleted in its entirety and replaced with the following: 



“means the earliest to occur of (a) October 15, 2016, (b) the date of termination of the entire
Revolving Credit Commitment by the Borrower pursuant to Section 2.5, or (c) the date of termination of the Revolving Commitment pursuant to Section 12.2(a).” 

 

	 	(v)	 The following shall be added in its proper alphabetical place: 



“Heritage” has the meaning given to such term in clause (f) of the definition of “Permitted
Acquisition.” 
 “Heritage Acquisition” means the acquisition by the Borrower directly or
indirectly of Heritage. 
 “Heritage Note Purchase Agreements” has the meaning given to such term in
Section 11.1(p). 
 “Heritage Notes” has the meaning given to such term in Section 11.1(p).

  

	 	1.02.	 Financial Covenants 


  

	 	(a)	 Section 10.1 shall be deleted in its entirety and replaced with the following: 



“(a) As of the end of each fiscal quarter through the fiscal quarter ending June 30, 2012, permit the
Consolidated MLP Total Leverage Ratio to be greater than 5.25 to 1.00 and (b) as of the end of any fiscal quarter after the fiscal quarter ending June 30, 2012, permit the Consolidated MLP Total Leverage Ratio to be greater than 5.00 to
1.00.” 
  

	 	1.03.	 Limitations on Indebtedness 


  

	 	(a)	 Section 11.1 shall be amended as follows: 


  

	 	(1)	 Deleting “and” from the end of subsection (n); 



 

	 	(2)	 Deleting the period from the end of subsection (o) and substituting “; and” in its place; and 



 

	 	(3)	 Adding a new subsection (p) to the end of the definition as follows: 



“(p) Secured Indebtedness under those certain notes (the “Heritage Notes”) issued pursuant to
those certain Note Purchase Agreements, dated as of November 19, 1997 and August 10, 2000, each between Heritage Operating, L.P. and the 

  
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purchasers named therein (as amended, the “Heritage Note Purchase Agreements”) in the aggregate principal amount not to exceed $71,300,000.” 

 

	 	1.04.	 Limitations on Liens 


  

	 	(a)	 Section 11.2 shall be amended as follows: 


  

	 	(1)	 Deleting “and” from the end of subsection (q); 



 

	 	(2)	 Deleting the period from the end of subsection (r) and substituting “; and” in its place; and 



 

	 	(3)	 Adding a new subsection (s) to the end of the definition as follows: 



“(s) Liens in effect on the date hereof securing the Heritage Notes permitted pursuant to
Section 11.1(p).” 
  

	 	1.05.	 No Further Negative Pledges; Restrictive Agreements. 



 

	 	(a)	 Section 11.10(a) shall be amended as follows: 



 

	 	(1)	 Adding “except for the Heritage Note Purchase Agreements” at the end of the paragraph. 



 

	 	(b)	 Section 11.10(b) shall be amended as follows: 



 

	 	(1)	 Deleting “and” from the end of subclause (G); 



 

	 	(2)	 Deleting the period from the end of subclause (H) and substituting “and” in its place; and 



 

	 	(3)	 Adding a new subclause (I) to the end of the paragraph as follows: 



“(I) the Heritage Note Purchase Agreements.” 

 

	 	1.06.	 Schedules 


  

	 	(a)	 The Schedules to the Credit Agreement shall be amended and restated in their entirety with the Schedules provided by the Borrower no later than
thirty (30) days from the date hereof. Such Schedules shall be true and correct as of the date on which they are provided and each reference in the Credit Agreement to the Closing Date made in connection with a disclosure which references the
Schedules shall be deemed a reference to the date on which such amended and restated Schedules are delivered. 


 Section 2. Representations and Warranties. The Borrower and the General Partner represent and warrant to the Agent and each Lender that: 

  
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 (a) It has taken all necessary action to authorize the execution, delivery
and performance of this Second Amendment. 
 (b) This Second Amendment has been duly executed and delivered by
the Borrower or General Partner, as applicable, and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or similar
laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 

(c) No consent, approval or authorization of, or declaration or filing with, any Governmental Authority is required for
the valid execution, delivery and performance of this Second Amendment. 
 (d) The representations and
warranties set forth in Article VII of the Credit Agreement (in the case of Sections 7.1 through 7.27, relating to the Borrower and the Subsidiary Guarantors and in the case of Sections 7.1 through 7.6, 7.9 through 7.11, 7.21, 7.22, 7.23, 7.25, 7.27
and 7.28, relating to the General Partner) are true and correct in all material respects on the date hereof as if made on and as of the date hereof (except to the extent such representations and warranties expressly relate to an earlier time or
date, in which case they shall have been true and correct in all material respects as of such earlier time or date) and as if each reference in said Article VII to “this Agreement” includes reference to this Second Amendment and the Credit
Agreement as amended by this Second Amendment; provided, however, with respect to any representation or warranty which references a Schedule, such representation and warranty shall be true and correct in all material respects on the date such
Schedule is delivered pursuant to Section 1.06 hereof. 
 (e) There has occurred since September 30,
2011, no event or circumstance that has resulted in, or presents a reasonable likelihood of having, a Material Adverse Effect. 
 (f) No Default or Event of Default under the Credit Agreement has occurred and is continuing on the date hereof (before and after giving effect to the Second Amendment). 

(g) There are no set-offs or defenses against the Notes, the Credit Agreement as amended by this Second Amendment or any
other Loan Document. 
 (h) Heritage Operating, L.P. is a Material Subsidiary and has become a party to the
Guaranty Agreement; provided, that its guaranty shall be limited to the amount it is permitted to incur under the Heritage Notes as long as the Heritage Notes remain outstanding. 

(i) Titan Propane LLC is a Material Subsidiary and has become a party to the Guaranty Agreement. 

Section 3. Conditions Precedent. The effectiveness of this Second Amendment is subject to the satisfaction of
the following conditions precedent: 
 3.01. Execution. This Second Amendment shall have been executed
and delivered by the Borrower, the General Partner, the Agent and the Lenders, and the Consent 

  
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attached hereto (the “Consent”) shall have been executed and delivered by each Subsidiary Guarantor. 

3.02. Officer’s Certificate. A certificate from a Responsible Officer of the General Partner to the effect
that (A) all representations and warranties of the Credit Parties contained in the Credit Agreement, this Second Amendment and the other Loan Documents are true, correct and complete in all material respects (except for those representations
and warranties that are already qualified by materiality or Material Adverse Effect, which shall be true, correct and complete in all respects); (B) none of the Credit Parties is in violation of any of the covenants contained in the Credit
Agreement and the other Loan Documents; (C) after giving effect to the transactions contemplated by this Second Amendment, no Default or Event of Default has occurred and is continuing; and (D) to the extent the Borrower requests a Loan on
the date hereof, that each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.2 of the Credit Agreement. 

3.03. Certificate of Secretary of each Credit Party. A certificate of the Secretary or Assistant Secretary of the
General Partner certifying as to the incumbency and genuineness of the signature of each officer of the General Partner executing (or other Person authorized by the General Partner to execute) Loan Documents to which it or the Borrower is a party
and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of the General Partner and the Borrower and all amendments thereto, certified as of a recent date by the
appropriate Governmental Authority in their respective jurisdictions of incorporation or formation, (B) the bylaws or other governing document of the General Partner and the Borrower as in effect on the date hereof, (C) resolutions duly
adopted by the board of directors (or other governing body) of the General Partner authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which the General
Partner and the Borrower are a party, and (D) to the extent the Borrower requests a Loan on the date hereof, each certificate required to be delivered pursuant to Section 6.1(b)(iii) of the Credit Agreement. 

3.04. Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party
under the laws of its jurisdiction of organization. 
 3.05. Opinions of Counsel. A favorable opinion of
Morgan, Lewis & Bockius, LLP addressed to the Agent and the Lenders with respect to the Credit Parties, the Second Amendment, the Loan Documents and such other matters as the Agent or its counsel shall request. 

3.06. Ownership of the General Partner and the Borrower. The organizational structure and corporate structure of
the General Partner, the Borrower and their respective Subsidiaries shall be as previously disclosed to the Agent which shall be set forth on Schedule 7.2 as amended and delivered in accordance with Section 1.06 hereof. 

3.07. Financial Statements. The Agent shall have received (A) the audited consolidated financial statements
of MLP, the Borrower and their respective Subsidiaries for the fiscal year ended September 30, 2011 and (B) the unaudited consolidated financial statements of Heritage and Titan and their respective Subsidiaries for the fiscal year ended
December 31, 2010 

  
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and interim unaudited financial statements of Heritage and Titan for each quarterly period ended since the last audited financial statements through September 30, 2011, in each case, on
either a combined or on a stand-alone basis. 
 3.08. Pro Forma Financial Statements. The Agent shall
have received pro forma consolidated financial statements for the MLP and its Subsidiaries for the four-quarter period most recently ended prior to the issuance of the Financing Notes (for which financial statements are available) calculated
on a Pro Forma Basis after giving effect to this Second Amendment and the Acquisition (prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other rules and regulations of the SEC under such Securities Act)
and a pro forma balance sheet of the MLP and its Subsidiaries as of such date giving pro forma effect to the Second Amendment and the Acquisition. 
 3.09. Financial Projections. The Agent shall have received (A) projections prepared by management of the General Partner, of balance sheets, income statements and cash flow statements of MLP
and its Subsidiaries on a quarterly basis for Fiscal Year 2012 and (B) projections prepared by management of the General Partner, of balance sheets, income statements and cash flow statements of MLP and its Subsidiaries on an annual basis for
Fiscal Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal Year 2015. 
 3.10. Acquisition. The
Agent shall have received a copy of the Contribution and Redemption Agreement by and among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage ETC, L.P. and the MLP dated as of October 15, 2011 executed in connection
with the Acquisition and as filed with the SEC (the “Acquisition Agreement”) and all schedules thereto and the MLP shall, simultaneously with the execution of this Second Amendment, consummate the Acquisition in accordance with the
terms and conditions of the Acquisition Agreement without any waiver, modification or consent thereunder materially adverse to the Lenders unless approved by the Agent, which approval shall not be unreasonably withheld or delayed. 

3.11. Heritage Financing. The MLP, directly or indirectly, shall have consummated the Heritage Financing on terms
and conditions substantially similar to the existing outstanding notes of the MLP. 
 3.12. Other
Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Agent. The Agent shall have received
copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement. 
 3.13. Patriot Act. The MLP, the Borrower and each of the Subsidiary Guarantors shall have provided to the Agent and the Lenders the documentation and other information requested by the Agent in
order to comply with requirements of the Act. 
 3.14. Payment at Closing. The Borrower shall have paid
(A) to the Agent, the Arranger and the Lenders the fees set forth or referenced in that certain Fee Letter dated as of November 7, 2011 and executed by the Borrower and the General Partner and any other


  
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invoiced, accrued and unpaid fees or commissions due and (B) all reasonable and documented fees, charges and disbursements of counsel to the Agent (directly to such counsel if requested by
the Agent) to the extent invoiced, accrued and unpaid prior to or on the date hereof. 
 Section 4.
General. References (i) in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder,” “hereof” and words of like
import referring to the Credit Agreement), and (ii) in the other Loan Documents to “the Credit Agreement” and “the Agreement” (and indirect references such as “thereunder,” “thereof” and words of like
import referring to the Credit Agreement) shall be deemed to be references to the Credit Agreement as amended by this Second Amendment. 
 Section 5. Miscellaneous. Except as herein provided, the Credit Agreement and all other Loan Documents shall remain unchanged and shall continue to be in full force and effect and are hereby
ratified and confirmed in all respects. This Second Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument, and any of the parties hereto may execute this Second
Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Second Amendment by telefacsimile or by email in portable document format (“.pdf”) shall constitute delivery of a
manually executed counterpart of this Second Amendment. This Second Amendment shall be governed by, and construed in accordance with, the law of the State of New York. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and delivered as of the day and year first above written. 
  

					
	 BORROWER:

 
 AMERIGAS PROPANE, L.P.

		
	By:	 	 AMERIGAS PROPANE, INC.,

		 	 as General Partner

		
	By:	 	 /s/ John S. Iannarelli

		 	Name:	 	John S. Iannarelli
		 	Title:	 	 Vice President – Finance and
 Chief Financial Officer



  

					
	 GENERAL PARTNER:

 
 AMERIGAS PROPANE, INC.

		
	By:	 	 /s/ John S. Iannarelli

		 	Name:	 	 John S. Iannarelli

		 	Title:	 	 Vice President – Finance and
 Chief Financial Officer




  
 Signature
Page 
 to 

Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Agent and as a Lender

		
	By:	 	 /s/ Frederick W. Price

		 	 Name: Frederick W. Price

		 	Title: Managing Director



  
 Signature
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 to 

Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 BRANCH BANKING AND TRUST COMPANY,
 as a Lender

		
	By:	 	 /s/ Glenn A. Page

		 	Name: Glenn A. Page
		 	Title: Senior Vice President



  
 Signature
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 to 

Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 CITIBANK, N.A.,
 as
a Lender

		
	By:	 	 /s/ John Miller

		 	 Name: John Miller

		 	Title: Vice President









 
			
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	 /s/ Helen D. Davis

		 	 Name: Helen D. Davis

		 	Title: Vice President



  
 Signature
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Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Meredith Jermann

		 	 Name: Meredith Jermann

		 	Title: Vice President



  
 Signature
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Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 CITIZENS BANK OF PENNSYLVANIA,
 as a Lender

		
	By:	 	 /s/ Leslie D. Broderick

		 	 Name: Leslie D. Broderick

		 	Title: Senior Vice President



  
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Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 THE BANK OF NEW YORK MELLON,
 as a Lender

		
	By:	 	 /s/ Richard K. Fronapfel, Jr.

		 	 Name: Richard K. Fronapfel, Jr.

		 	Title: Vice President



  
 Signature
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Amendment No. 2 to Credit Agreement 
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	 COMPASS BANK,
 as a
Lender

		
	By:	 	 /s/ David C. Moriniere

		 	 Name: David C. Moriniere

		 	Title: Senior Vice President



  
 Signature
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Amendment No. 2 to Credit Agreement 
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	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Tracey E. Sawyer-Calhoun

		 	 Name: Tracey E. Sawyer-Calhoun

		 	Title: Vice President



  
 Signature
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Amendment No. 2 to Credit Agreement 
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	 SOVEREIGN BANK,
 as
a Lender

		
	By:	 	 /s/ Robert D. Lanigan

		 	 Name: Robert D. Lanigan

		 	Title: Senior Vice President



  
 Signature
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Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 
			
	 TD BANK, N.A.,
 as
a Lender

		
	By:	 	 /s/ Shannon Batchman

		 	 Name: Shannon Batchman

		 	Title: Director



  
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Amendment No. 2 to Credit Agreement 
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Bill O’Daly

		 	 Name: Bill O’Daly

		 	Title: Director


  

			
	By:	 	 /s/ Sanja Gazahi

		 	 Name: Sanja Gazahi

		 	Title: Associate



  
 Signature
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 to 

Amendment No. 2 to Credit Agreement 
 (AmeriGas Propane, L.P.) 








 SCHEDULE 1.1-2 

REVOLVING CREDIT COMMITMENTS 
  

				September 30,	
	 Revolving Credit Lender
	    	Revolving Credit Commitment	 
	 Wells Fargo Bank, National Association
	    	$	80,000,000	  
	 Branch Banking and Trust Company
	    	$	40,000,000	  
	 Citibank, N.A.
	    	$	40,000,000	  
	 JPMorgan Chase Bank, N.A.
	    	$	67,500,000	  
	 PNC Bank, National Association
	    	$	50,000,000	  
	 Citizens Bank of Pennsylvania
	    	$	50,000,000	  
	 The Bank of New York Mellon
	    	$	30,000,000	  
	 Compass Bank
	    	$	25,000,000	  
	 Manufacturers and Traders Trust Company
	    	$	25,000,000	  
	 Sovereign Bank
	    	$	25,000,000	  
	 TD Bank, N.A.
	    	$	25,000,000	  
	 Credit Suisse AG, Cayman Islands Branch
	    	$	67,500,000	  
		
	 TOTAL
	    	$	525,000,000