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                                                                    EXHIBIT 10.2

                                                               EXECUTION VERSION

                                  $415,000,000

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.

                           7.25% SENIOR NOTES DUE 2015

                               PURCHASE AGREEMENT

                                                                  April 13, 2005

CREDIT SUISSE FIRST BOSTON LLC,
  As Representative of the Several Purchasers,
    Eleven Madison Avenue,
      New York, N.Y. 10010-3629

Ladies and Gentlemen:

      AmeriGas Partners, L.P., a Delaware limited partnership (the
"PARTNERSHIP"), and AmeriGas Finance Corp., a Delaware corporation and a
wholly-owned subsidiary of the Partnership ("FINANCE CORP." and, together with
the Partnership, the "ISSUERS"), propose, subject to the terms and conditions
stated herein, to issue and sell to the several initial purchasers named in
Schedule A hereto (the "PURCHASERS") U.S. $415,000,000 principal amount of their
7.25% Senior Notes due 2015 (the "OFFERED SECURITIES") to be issued under an
indenture (the "INDENTURE"), among the Issuers and Wachovia Bank, National
Association, as trustee (the "TRUSTEE"), to be dated as of the Closing Date, as
defined below. Finance Corp., the Partnership, along with its operating
partnership, AmeriGas Propane, L.P., a Delaware limited partnership ("AMERIGAS
PROPANE"), AmeriGas Eagle Propane, L.P. a Delaware limited partnership
("AMERIGAS EAGLE," and together with AmeriGas Propane, the "OPERATING
PARTNERSHIPS"), AmeriGas Propane, Inc., a Pennsylvania corporation and general
partner of both the Partnership and AmeriGas Propane (the "GENERAL PARTNER") and
AmeriGas Eagle Holdings, Inc., a Delaware corporation and general partner of
AmeriGas Eagle (the "EAGLE GENERAL PARTNER," and together with the General
Partner, the "GENERAL PARTNERS") are collectively referred to herein as the
"PARTNERSHIP ENTITIES." The United States Securities Act of 1933, as amended, is
herein referred to as the "SECURITIES ACT."

      The holders of the Offered Securities will be entitled to the benefits of
a Registration Rights Agreement to be dated as of the Closing Date among the
Issuers and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to
which the Issuers agree to file one or more registration statements with the
Securities and Exchange Commission (the "COMMISSION") providing for the
registration of the Offered Securities under the Securities Act.

      The Issuers, Operating Partnerships and the General Partners hereby agree
with the several Purchasers as follows:

      1. Issuance of the Offered Securities. The Offered Securities will be
offered and sold to the Purchasers pursuant to an exemption from the
registration requirements under the Securities Act. The Issuers have prepared a
preliminary offering circular, dated April 12, 2005 (the "PRELIMINARY OFFERING
CIRCULAR"),

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and a final offering circular, dated April 14, 2005 (the "OFFERING CIRCULAR")
relating to the Offered Securities. The Preliminary Offering Circular, Offering
Circular and all documents incorporated by reference therein are hereinafter
referred to as the "OFFERING DOCUMENT."

      2. Representations and Warranties of the Issuers, the Operating
Partnerships and the General Partners. The Issuers, the Operating Partnerships
and the General Partners jointly and severally represent and warrant to, and
agree with, the several Purchasers that:

            (a) On the date of this Agreement, the Offering Document does not
      include any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in light
      of the circumstances under which they were made, misleading. The preceding
      sentence does not apply to statements in or omissions from the Offering
      Document based upon written information furnished to the Issuers or the
      General Partners by any Purchaser through Credit Suisse First Boston LLC
      ("CSFB") specifically for use therein, it being understood and agreed that
      the only such information is that described as such in Section 7(c)
      hereof. Such documents, when they were filed with the Commission,
      conformed in all material respects to the requirements of the Securities
      Exchange Act of 1934 (the "EXCHANGE ACT") and the rules and regulations of
      the Commission thereunder.

            (b) Each of the Partnership and the Operating Partnerships have been
      duly formed and is validly existing as a limited partnership under the
      Delaware Revised Uniform Limited Partnership Act (the "DELAWARE ACT") with
      full partnership power and authority to own, lease and operate their
      respective properties and to conduct their respective businesses in all
      material respects as described in the Offering Circular, and each of the
      Partnership and the Operating Partnerships is duly registered or qualified
      to conduct its business and is in good standing in each jurisdiction or
      place where the nature of its properties or the conduct of its business
      requires such registration or qualification, except where the failure to
      so register or qualify does not have a material adverse effect on the
      financial condition, business, properties, results of operations, or
      prospects ("MATERIAL ADVERSE EFFECT") of the Issuers and the Operating
      Partnerships taken as a whole.

            (c) Finance Corp. is a corporation duly incorporated, validly
      existing and in good standing under the Delaware General Corporation Law
      (the "DGCL"), with full corporate power and authority to own, lease and
      operate its properties and to conduct its business in all material
      respects as described in the Offering Circular, and Finance Corp. is duly
      registered or qualified to conduct its business and is in good standing in
      each jurisdiction or place where the nature of its properties or the
      conduct of its business requires such registration or qualification,
      except where the failure to so register or qualify does not have a
      Material Adverse Effect on the Issuers and the Operating Partnerships,
      taken as a whole.

            (d) The General Partner is a corporation duly incorporated and
      presently subsisting under the laws of the Commonwealth of Pennsylvania,
      with full corporate power and authority to own, lease and operate its
      properties and to conduct its business and to act as general partner of
      the Partnership and of AmeriGas Propane, in each case in all material
      respects as described in the Offering Circular, and the General Partner is
      duly registered or qualified to conduct its business and is in good
      standing in each jurisdiction or place where the nature of its properties
      or the conduct of its business requires such registration or
      qualification, except where the failure to so register or qualify (i) does
      not have a Material Adverse Effect on the Issuers and the Operating
      Partnerships, taken as a whole, or (ii) would not subject the limited
      partners that are unitholders of the Partnership to any material liability
      or disability.

            (e) The Eagle General Partner is a corporation duly incorporated,
      validly existing and in good standing under the DGCL, with full corporate
      power and authority to own, lease and operate its properties and to
      conduct its business and to act as general partner of AmeriGas Eagle, in
      all

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      material respects as described in the Offering Circular, and the Eagle
      General Partner is duly registered or qualified to conduct its business
      and is in good standing in each jurisdiction or place where the nature of
      its properties or the conduct of its business requires such registration
      or qualification, except where the failure to so register or qualify does
      not have a Material Adverse Effect on the Issuers and the Operating
      Partnerships, taken as a whole, or the Eagle General Partner.

            (f) None of the General Partners, the Partnership nor the Operating
      Partnerships has any subsidiaries, other than the Partnership and the
      Operating Partnerships themselves and Petrolane Incorporated, a
      Pennsylvania corporation ("PETROLANE"), which would be deemed to be a
      significant subsidiary (as such term is defined in Section 1-02 of
      Regulation S-X).

            (g) None of the Issuers, the Operating Partnerships or the General
      Partners is in violation of its partnership agreement, certificate or
      articles of incorporation or by-laws, or other organizational documents.
      None of the Issuers, the Operating Partnerships or the General Partners is
      in violation of any law, ordinance, administrative or governmental rule or
      regulation applicable to the Issuers, the Operating Partnerships, or the
      General Partners, as applicable, or of any decree or any court or
      governmental agency or body having jurisdiction over the Issuers, the
      Operating Partnerships and the General Partners, which violation would, if
      continued, have a Material Adverse Effect on the Issuers and the Operating
      Partnerships, taken as a whole. None of the Issuers, the Operating
      Partnerships or the General Partners is in breach, default or violation in
      the performance of any obligation, agreement or condition contained in any
      bond, debenture, note or any other evidence of indebtedness or in any
      material agreement, indenture, lease or other instrument to which the
      Issuers, the Operating Partnerships or the General Partners is a party or
      by which any of them or any of their respective properties may be bound
      which breach, default or violation would, if continued, have a Material
      Adverse Effect on the Issuers and the Operating Partnerships, taken as a
      whole.

            (h) None of the offering, issuance and sale of the Offered
      Securities, the execution, delivery or performance of this Agreement by
      the Issuers, the Operating Partnerships or the General Partners, the
      execution, delivery and performance of the Indenture and the Registration
      Rights Agreement by the Issuers or the consummation by the Issuers, the
      Operating Partnerships or the General Partners of the transactions
      contemplated hereby (A) requires any permit, consent, approval,
      authorization or other order of or registration or filing with, any court,
      regulatory body, administrative agency or other governmental body, agency
      or official which has not been obtained or (B) conflicts or will conflict
      with or constitutes or will constitute a violation of the agreement of
      limited partnership, certificate or articles of incorporation or by-laws
      or other organizational documents of either of the Issuers or any of their
      respective subsidiaries, the Operating Partnerships or the General
      Partners or (C) conflicts or will conflict with or constitutes or will
      constitute a breach or violation of, or a default under, any agreement,
      indenture, lease or other instrument to which either of the Issuers or any
      of their respective subsidiaries, the Operating Partnerships or the
      General Partners is a party or by which any of them or any of their
      respective properties may be bound other than as described in the Offering
      Circular, or (D) violates or will violate any statute, law, regulation or
      filing or judgment, injunction, order or decree applicable to either of
      the Issuers or any of their respective subsidiaries, the Operating
      Partnerships or the General Partners or any of their respective
      properties, or (E) will result in the creation or imposition of any lien,
      charge or encumbrance upon any property or assets of either of the Issuers
      or any of their respective subsidiaries, the Operating Partnerships or the
      General Partners pursuant to the terms of any agreement or instrument to
      which any of them is a party or by which any of them may be bound or to
      which any of the property or assets of any of them is subject (other than
      as described in the Offering Circular) which conflict, breach, violation
      or default would, if continued, have a Material Adverse Effect on the
      Issuers and the Operating Partnerships, taken as a whole, or the General
      Partners except for such as have been obtained and made (or, in the case
      of

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      the Registration Rights Agreement, will be obtained and made) under the
      Securities Act, the Trust Indenture Act of 1939, as amended (the "TRUST
      INDENTURE ACT"), and state securities or Blue Sky laws and regulations or
      such as may be required by the National Association of Securities Dealers
      ("NASD"), or which, if not obtained, would not, individually or in the
      aggregate, have a Material Adverse Effect on the Issuers and the Operating
      Partnerships, taken as a whole.

            (i) No registration under the Securities Act of the Offered
      Securities is required for the sale of the Offered Securities to the
      Purchasers as contemplated hereby or for the offer of the Offered
      Securities (the "EXEMPT RESALES") assuming (i) that the purchasers who buy
      the Offered Securities in the Exempt Resales are either "qualified
      institutional buyers" ("QIBS"), as defined in Rule 144A of the Securities
      Act ("RULE 144A"), or persons permitted under Regulation S of the
      Securities Act ("REGULATION S") to purchase the Offered Securities in
      offshore transactions ("REGULATION S PURCHASERS") and (ii) the accuracy of
      the Purchasers' representations regarding the absence of a general
      solicitation in connection with the sale of the Offered Securities to the
      Purchasers and the Exempt Resales contained herein. No form of general
      solicitation or general advertising was used by either of the Issuers or
      the General Partners or their affiliates in connection with the offer and
      sale of any of the Offered Securities or in connection with Exempt
      Resales, including, but not limited to, articles, notices or other
      communications published in any newspaper, magazine, or similar medium or
      broadcast over television or radio, or any seminar or meeting whose
      attendees have been invited by any general solicitation or general
      advertising. No securities of the same class as the Offered Securities
      have been issued and sold by the Issuers within the six-month period
      immediately prior to the date hereof. None of the Issuers, the Operating
      Partnerships or the General Partners has distributed or, prior to the
      later to occur of (i) the Closing Date and (ii) completion of the
      distribution of the Offered Securities, will distribute, any prospectus in
      connection with the sale of the Offered Securities other than the
      Preliminary Offering Circular and the Offering Circular, or other
      material, if any, permitted by the Securities Act, including Rule 134(c)
      of the general rules and regulations promulgated thereunder. The Issuers,
      the Operating Partnerships or the General Partners and their affiliates
      have complied and will comply with the offering restrictions requirement
      of Regulation S. The Issuers, Operating Partnerships or the General
      Partners have not entered and will not enter into any contractual
      arrangement with respect to the distribution of the Offered Securities
      except for this Agreement.

            (j) Except as disclosed in the Preliminary Offering Circular or the
      Offering Circular (or any amendment or supplement thereto), subsequent to
      the respective dates as of which such information is given in the
      Preliminary Offering Circular or the Offering Circular (or any amendment
      or supplement thereto), none of the Issuers, the Operating Partnerships or
      the General Partners has incurred any liability or obligation, direct or
      contingent, or entered into any transaction, not in the ordinary course of
      business, that is material to the Issuers and the Operating Partnerships,
      taken as a whole.

            (k) Each of the Issuers, the Operating Partnerships and the General
      Partners has filed all material tax returns required to be filed, and has
      timely paid all taxes shown to be due pursuant to said returns, other than
      those (i) which, if not paid, would not have a Material Adverse Effect on
      the Partnership and the Operating Partnerships, taken as a whole or (ii)
      which are being contested in good faith.

            (l) None of the Partnership, the Operating Partnerships nor the
      General Partners has sustained since the date of the latest audited
      financial statements included or incorporated by reference in the Offering
      Circular any material loss or interference with its business from fire,
      explosion, flood or other calamity, not covered by insurance, or from any
      labor dispute or court or governmental action, order or decree; and,
      except as described in the Offering Circular, and, since the respective
      dates as of which information is given in the Offering Circular, and
      except for changes in accumulated other comprehensive income (loss)
      attributable to the Operating

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      Partnerships' derivative instruments, there has not been any material
      adverse change in the partners' equity or capital stock or long-term debt
      of the Partnership, the Operating Partnerships or the General Partners
      other than the partnership distribution on February 18, 2005 and there has
      not been any material adverse change in or affecting the financial
      condition, business, properties, results of operations or prospects of the
      Partnership and the Operating Partnerships, taken as a whole (any such
      event in this paragraph being termed a "MATERIAL ADVERSE CHANGE").

            (m) The accountants, PricewaterhouseCoopers LLP, who have certified
      the consolidated financial statements of the Partnership incorporated by
      reference in the Preliminary Offering Circular and the Offering Circular
      (or any amendment or supplement thereto) are independent public
      accountants as required by the Securities Act.

            (n) The audited and unaudited consolidated balance sheets of the
      Partnership incorporated by reference in the Offering Circular present
      fairly in all material respects the financial position of the Partnership
      as of the dates indicated; the historical information of the Partnership
      set forth in the Offering Circular under the captions "Summary Historical
      Financial and Other Data" and "Selected Historical Financial and Other
      Data" is fairly stated in all material respects in relation to the audited
      and unaudited historical consolidated financial statements from which it
      has been derived; and the audited and unaudited consolidated financial
      statements of the Partnership included in, or incorporated by reference
      into, the Offering Circular have been prepared in all material respects in
      conformity with generally accepted accounting principles applied on a
      substantially consistent basis, except to the extent disclosed therein.

            (o) The Partnership maintains a system of internal accounting
      controls sufficient to provide reasonable assurances that (i) transactions
      are executed in accordance with management's general or specific
      authorization; (ii) transactions are recorded as necessary: (x) to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles or any other criteria applicable to such statements
      as contemplated by Section 13(b)(2)(B) of the Exchange Act, and (y) to
      maintain accountability for assets; (iii) access to assets is permitted
      only in accordance with management's general or specific authorization;
      and (iv) the recorded accountability for assets is compared with the
      existing assets at reasonable intervals and appropriate action is taken
      with respect to any differences.

            (p) The General Partner is the sole general partner of the
      Partnership and AmeriGas Propane with a general partner interest in the
      Partnership of 1.0% pursuant to the Third Amended and Restated Agreement
      of Limited Partnership of the Partnership (as it may be amended or
      restated at or prior to the Closing Date, the "PARTNERSHIP AGREEMENT") and
      a general partner interest in AmeriGas Propane of 1.0101% pursuant to the
      Second Amended and Restated Agreement of Limited Partnership of AmeriGas
      Propane (as it may be amended or restated at or prior to the Closing Date,
      the "AMERIGAS PROPANE PARTNERSHIP AGREEMENT").

            (q) As of the Closing Date, the General Partner and its consolidated
      subsidiaries will continue to own limited partner interests in the
      Partnership represented by 24,525,004 Units (as defined in the Partnership
      Agreement).

            (r) As of the Closing Date, the Partnership will continue to be the
      sole limited partner of AmeriGas Propane, with a limited partner interest
      of 98.9899%, and will own such limited partner interest in AmeriGas
      Propane free and clear of all liens, encumbrances, charges or claims other
      than those arising pursuant to the AmeriGas Propane Partnership Agreement.

            (s) The Eagle General Partner is the sole general partner of
      AmeriGas Eagle with a general partner interest in AmeriGas Eagle of less
      than 1.0% pursuant to the Amended and

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      Restated Agreement of Limited Partnership of AmeriGas Eagle Propane, L.P.,
      dated as of July 19, 1999.

            (t) AmeriGas Propane is a limited partner of AmeriGas Eagle with a
      limited partner interest of more than 98% in AmeriGas Eagle, and, except
      for security interests on the interests in AmeriGas Eagle as described in
      Exhibits 10.7, 10.8, 10.9, 10.10, 10.10(a), 10.11, 10.12 and 10.12(a) to
      the Annual Report on Form 10-K filed by the Partnership for the fiscal
      year ended September 30, 2004, AmeriGas Propane owns such limited partner
      interest in AmeriGas Eagle free and clear of all liens, encumbrances,
      charges or claims. An unaffiliated third party is a special limited
      partner of AmeriGas Eagle with a special limited partner interest of less
      than 1.0%.

            (u) All of the issued shares of capital stock of the General Partner
      have been duly authorized and validly issued and are fully paid and
      non-assessable; and all of the issued shares of capital stock of the
      General Partner are held directly or indirectly by UGI Corporation, free
      and clear of all liens, encumbrances, equities or claims, except as set
      forth in the Offering Circular.

            (v) All of the issued shares of capital stock of the Eagle General
      Partner have been duly authorized and validly issued and are fully paid
      and non-assessable; except as set forth in the Offering Circular and
      except for security interests on the stock of the Eagle General Partner as
      described in Exhibits 10.7, 10.8, 10.9, 10.10, 10.10(a), 10.11, 10.12 and
      10.12(a) to the Annual Report on Form 10-K filed by the Partnership for
      the fiscal year ended September 30, 2004, all of the issued shares of
      capital stock of the Eagle General Partner are held directly or indirectly
      by AmeriGas Propane, free and clear of all liens, encumbrances, equities
      or claims.

            (w) Each of the Issuers, the Operating Partnerships and the General
      Partners have all requisite corporate or partnership power and authority
      to execute, deliver and perform its obligations under this Agreement and,
      to the extent applicable, the Indenture, the Registration Rights Agreement
      and the Offered Securities (the Indenture, the Registration Rights
      Agreement and the Offered Securities are referred to as the "OPERATIVE
      DOCUMENTS") to which it is a party and to consummate the transactions
      contemplated hereby and thereby, including, without limitation, with
      respect to the Partnership, the partnership power and authority to issue,
      sell and deliver the Offered Securities as provided herein and therein,
      and with respect to Finance Corp., the corporate power and authority to
      issue, sell and deliver the Offered Securities as provided herein and
      therein.

            (x) This Agreement has been duly and validly authorized, executed
      and delivered by each of the Issuers, the Operating Partnerships and the
      General Partners.

            (y) At or before the Closing Date, (i) the Issuers shall issue
      $415.0 million of the Offered Securities pursuant to the terms of the
      Offering Circular, and (ii) the Partnership shall use such proceeds as set
      forth in the Offering Circular.

            (z) Each of the Partnership and the Operating Partnerships have all
      necessary consents, approvals, authorizations, orders, registrations and
      qualifications of or with any court or governmental agency or body having
      jurisdiction over it or any of its properties or of or with any other
      person to conduct its business as set forth or contemplated in the
      Offering Circular, except such consents, approvals, authorizations,
      orders, registrations or qualifications which, if not obtained, would not,
      individually or in the aggregate, have a Material Adverse Effect upon the
      Issuers and the Operating Partnerships, taken as a whole.

            (aa) Except as described in the Offering Circular, there is (i) no
      action, suit or proceeding before or by any court, arbitrator or
      governmental agency, body or official, domestic or foreign, now pending
      or, to the knowledge of any of the Issuers, the Operating Partnerships or
      the General

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      Partners, threatened, to which any of the Issuers, the Operating
      Partnerships or the General Partners, or any of their respective
      subsidiaries is or may be a party or to which the business or property of
      any of the Issuers, the Operating Partnerships or the General Partners, or
      any of their respective subsidiaries is or may be subject, (ii) no
      statute, rule, regulation or order that has been enacted, adopted or
      issued by any governmental agency or that has been proposed by any
      governmental body and (iii) no injunction, restraining order or order of
      any nature by a federal or state court or foreign court of competent
      jurisdiction to which any of the Issuers, the Operating Partnerships or
      the General Partners, or any of their respective subsidiaries is or may be
      subject that is reasonably expected to (x) individually or in the
      aggregate, have a Material Adverse Effect on the Issuers and the Operating
      Partnerships, taken as a whole, or the General Partners, (y) prevent or
      result in the suspension of the issuance of the Offered Securities or (z)
      in any manner draw into question the validity of this Agreement and the
      Operative Documents.

            (bb) None of the Issuers, the Operating Partnerships or the General
      Partners (i) have violated any environmental, safety, health or similar
      law or regulation applicable to its business relating to the protection of
      human health and safety, the environment or hazardous or toxic substances
      or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), which
      violation would have a Material Adverse Effect on the Issuers and the
      Operating Partnerships, taken as a whole, (ii) lacks any permits, licenses
      or other approvals required of them under applicable Environmental Laws to
      own, lease or operate their properties and conduct their business as
      described in the Offering Circular, or (iii) is violating any terms and
      conditions of any such permit, license or approval, which, in the case of
      clause (ii) or (iii), would have a Material Adverse Effect on the Issuers
      and the Operating Partnerships, taken as a whole.

            (cc) The Issuers, the Operating Partnerships and the General
      Partners maintain insurance covering their respective properties,
      operations, personnel and businesses. In the General Partners' reasonable
      judgment, such insurance insures against such losses and risks as are
      adequate to protect the Issuers, the Operating Partnerships and the
      General Partners and their businesses. None of the Issuers, the Operating
      Partnerships or the General Partners has received notice from any
      respective insurer or agent of such insurer that substantial capital
      improvements or other expenditures will have to be made in order to
      continue such insurance. All such insurance is outstanding and duly in
      force on the date hereof and will be outstanding and duly in force on the
      Closing Date.

            (dd) The Indenture has been duly and validly authorized by each of
      the Issuers and, when duly executed and delivered by each Issuer and the
      Trustee, will be the legally valid and binding obligation of each Issuer,
      enforceable against each Issuer in accordance with its terms, except as
      the enforceability thereof may be limited by bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and similar laws of
      general applicability relating to or affecting creditors' rights and to
      general equity principles and except that rights to indemnification
      thereunder may be limited by federal or state securities laws or policy
      relating thereto. The Indenture, when executed and delivered, will conform
      in all material respects to the description thereof in the Offering
      Circular.

            (ee) The Offered Securities have been duly and validly authorized
      for issuance and sale to you by each of the Issuers pursuant to this
      Agreement and, when issued and authenticated in accordance with the terms
      of the Indenture and delivered against payment therefor in accordance with
      the terms hereof, will be the legally valid and binding obligations of the
      Issuers, enforceable against the Issuers in accordance with their terms
      and entitled to the benefits of the Indenture, except as the
      enforceability thereof may be limited by bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of
      general applicability relating to or affecting creditors' rights and to
      general equity principles. The Offered Securities, when executed and
      delivered, will conform in all material respects to the description
      thereof in the Offering Circular.

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            (ff) The Registration Rights Agreement has been duly and validly
      authorized by each of the Issuers and, when duly executed and delivered by
      each Issuer, will be the legal, valid and binding obligation of each such
      person, enforceable against each such person in accordance with its terms,
      except as the enforceability thereof may be limited by bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar
      laws of general applicability relating to or affecting creditors' rights
      and by general equity principles and except that rights to indemnification
      and contribution thereunder may be limited by federal or state securities
      laws or public policy relating thereto. The Registration Rights Agreement,
      when executed and delivered, will conform in all material respects to the
      description thereof in the Offering Circular.

            (gg) The Offered Securities have been duly and validly authorized
      for issuance by each of the Issuers, and when issued and authenticated in
      accordance with the terms of the Indenture and the Registration Rights
      Agreement, will be the legally valid and binding obligations of each of
      the Issuers, enforceable against each of the Issuers in accordance with
      their terms and entitled to the benefits of the Indenture, except as the
      enforceability thereof may be limited by bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of
      general applicability relating to or affecting creditors' rights and to
      general equity principles.

            (hh) None of the Issuers, the Operating Partnerships or the General
      Partners is and, after giving effect to the offering and sale of the
      Offered Securities and the application of the proceeds thereof as
      described in the Offering Circular, will be an "investment company" or be
      "controlled by" an "investment company" as those terms are defined in the
      Investment Company Act of 1940, as amended.

            (ii) None of the Issuers, the Operating Partnerships, the General
      Partners or any of their affiliates does business with the government of
      Cuba or with any person or affiliate located in Cuba within the meaning of
      Section 517.075, Florida Statutes, and each of the Issuers, the Operating
      Partnerships and the General Partners agrees to comply with such Section
      if prior to the completion of the distribution of the Notes it commences
      doing such business.

            (jj) When the Offered Securities are issued and delivered pursuant
      to this Agreement, none of the Offered Securities will be of the same
      class (within the meaning of Rule 144A) as securities of the Issuers that
      are listed on a national securities exchange registered under Section 6 of
      the Exchange Act or that are quoted in a United States automated
      interdealer quotation system.

            (kk) No form of general solicitation or general advertising (as
      defined in Regulation D under the Securities Act) was used by the Issuers,
      the General Partners or the Operating Partnerships or their affiliates in
      connection with the offer and sale of the Offered Securities contemplated
      hereby.

            (ll) None of the Issuers, the General Partners, the Operating
      Partnerships or any of their respective affiliates or any person acting on
      its or their behalf (other than the Purchasers, as to whom the Issuers,
      the General Partners and the Operating Partnerships make no
      representation) has engaged or will engage in any directed selling efforts
      within the meaning of Regulation S with respect to the Offered Securities.

            (mm) The Issuers will furnish the Purchasers, without charge, as
      many copies of the Preliminary Offering Circular and the Offering
      Circular, and any amendments or supplements thereto, as the Purchasers may
      reasonably request. The Issuers consent to the use of the Preliminary
      Offering Circular and the Offering Circular, and any amendments and
      supplements thereto, by the Purchasers in connection with Exempt Resales.

                                       8
<PAGE>

      Each of the Issuers, the Operating Partnerships and the General Partners
acknowledge that the Purchasers and, for purposes of the opinions to be
delivered to the Purchasers pursuant to Section 6 hereof, counsel to the
Issuers, the Operating Partnerships and the General Partners and counsel to the
Purchasers will rely upon the accuracy and truth of the foregoing
representations and hereby consent to such reliance.

      3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Issuers agree to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Issuers, at a purchase price of 99.04% of the principal amount thereof
in the respective principal amounts of the Offered Securities as set forth
opposite the names of the several Purchasers in Schedule A hereto.

      The Issuers will deliver against payment of the purchase price the Offered
Securities in the form of one or more permanent global securities in definitive
form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The
Depository Trust Issuers ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described in
the Offering Document. Payment for the Offered Securities shall be made by the
Purchasers by wire transfer of immediately available funds to an account
designated by the General Partner at 9:00 A.M. (New York City time), on May 3,
2005, at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York,
New York 10022, or at such other time or place as CSFB and the Issuers may
determine, such time being herein referred to as the "CLOSING DATE", against
delivery to the Trustee as custodian for DTC of the Global Securities
representing all of the Offered Securities. The Global Securities will be made
available for inspection by the Purchasers and their counsel at the above
offices at least 24 hours prior to the Closing Date.

      4. Representations by Purchasers; Resale by Purchasers. Each Purchaser
severally represents and warrants to the Issuers, the Operating Partnerships and
the General Partners and agrees that:

            (a) Each Purchaser is an "accredited investor" within the meaning of
      Regulation D of the Securities Act.

            (b) Each Purchaser severally acknowledges that the Offered
      Securities have not been registered under the Securities Act and may not
      be offered or sold within the United States or to, or for the account or
      benefit of, U.S. persons except in accordance with Regulation S or
      pursuant to an exemption from the registration requirements of the
      Securities Act. Each Purchaser severally represents and agrees that it has
      offered and sold the Offered Securities, and will only offer and sell the
      Offered Securities (i) as part of its distribution at any time and (ii)
      otherwise until 40 days after the later of the commencement of the
      offering and the Closing Date, in accordance with Rule 903 or Rule 144A
      under the Securities Act. Accordingly, neither such Purchaser nor its
      affiliates, nor any persons acting on its or their behalf, have engaged or
      will engage in any directed selling efforts with respect to the Offered
      Securities, and such Purchaser, its affiliates and all persons acting on
      its or their behalf have complied and will comply with the offering
      restrictions requirement of Regulation S. Each Purchaser severally agrees
      that, at or prior to confirmation of sale of the Offered Securities, other
      than a sale pursuant to Rule 144A, such Purchaser will have sent to each
      distributor, dealer or person receiving a selling concession, fee or other
      remuneration that purchases the Offered Securities from it during the
      restricted period a confirmation or notice to substantially the following
      effect:

            "THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
            OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
            OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY
            TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE DATE OF
            THE COMMENCEMENT OF THE OFFERING AND THE CLOSING DATE,

                                       9
<PAGE>

            EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S (OR RULE 144A
            IF AVAILABLE) UNDER THE SECURITIES ACT. TERMS USED ABOVE HAVE THE
            MEANINGS GIVEN TO THEM BY REGULATION S."

      Terms used in this subsection (b) have the meanings given to them by
      Regulation S.

            (c) Each Purchaser severally agrees that it and each of its
      affiliates has not entered and will not enter into any contractual
      arrangement with respect to the distribution of the Offered Securities
      except for any such arrangements with the other Purchasers or affiliates
      of the other Purchasers or with the prior written consent of the Issuers.

            (d) Each Purchaser severally agrees that it and each of its
      affiliates has not, and will not, offer or sell the Offered Securities in
      the United States by means of any form of general solicitation or general
      advertising within the meaning of Rule 502(c) under the Securities Act,
      including, but not limited to (i) any advertisement, article, notice or
      other communication published on the internet or in any newspaper,
      magazine or similar media or broadcast over television or radio, or (ii)
      any seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising. Each Purchaser severally agrees, with
      respect to resales made in reliance on Rule 144A of any of the Offered
      Securities, to deliver either with the confirmation of such resale or
      otherwise prior to settlement of such resale a notice to the effect that
      the resale of such Offered Securities has been made in reliance upon the
      exemption from the registration requirements of the Securities Act
      provided by Rule 144A.

            (e) Each Purchaser severally represents and agrees that (i) it has
      not offered or sold and prior to the expiry of a period of six months from
      the closing date, will not offer or sell any Offered Securities to persons
      in the United Kingdom except to persons whose ordinary activities involve
      them in acquiring, holding, managing or disposing of investments (as
      principal or agent) for the purposes of their businesses or otherwise in
      circumstances which have not resulted and will not result in an offer to
      the public in the United Kingdom within the meaning of the Public Offers
      of Securities Regulations 1995; (ii) it has only communicated or caused to
      be communicated and will only communicate or cause to be communicated any
      invitation or inducement to engage in investment activity (within the
      meaning of section 21 of the Financial Services and Markets Act 2000 (the
      "FSMA")) received by it in connection with the issue or sale of any
      Offered Securities in circumstances in which section 21(1) of the FSMA
      does not apply to the Issuers; and (iii) it has complied and will comply
      with all applicable provisions of the FSMA with respect to anything done
      by it in relation to the Offered Securities in, from or otherwise
      involving the United Kingdom.

            (f) Each Purchaser severally agrees that, prior to or simultaneously
      with the confirmation of sale by each of the Purchasers to any purchaser
      of any of the Offered Securities purchased by the Purchasers from the
      Issuers pursuant hereto, provided that the Issuers have complied with
      their obligations under Section 2(mm) hereof, the Purchasers shall furnish
      to such purchaser a copy of the Offering Circular (and any amendment
      thereof or supplement thereto that the Issuers shall have furnished to the
      Purchasers prior to the date of such confirmation of sale).

            (g) Such Purchasers also understand that the Issuers, the General
      Partner and, for purposes of the opinions to be delivered to you pursuant
      to Section 6 hereof, counsel to the Issuers and the General Partner and
      counsel to the Purchasers will rely upon the accuracy and truth of the
      foregoing representations and hereby consent to such reliance.

      5. Certain Agreements of the Issuers, the Operating Partnerships and the
General Partners. The Issuers agree with the several Purchasers that:

                                       10
<PAGE>

            (a) The Issuers will advise CSFB promptly and, if requested by CSFB,
      confirm such advice in writing, (i) of any proposal to amend or supplement
      the Offering Circular and will not effect such amendment or
      supplementation to the extent that CSFB reasonably objects to such
      amendment or supplementation after receiving a final draft copy thereof
      from the Issuers, (ii) of the occurrence of any event that makes any
      statement of a material fact made in the Offering Circular (or any
      supplement or amendment thereto) untrue or that requires the making of any
      additions to or changes in the Offering Circular (or any supplement or
      amendment thereto) in order to make the statements therein, in light of
      the circumstances under which they are made, not misleading. The Issuers,
      the Operating Partnerships and the General Partners shall use their best
      efforts to prevent the issuance of any stop order or order suspending the
      qualification or exemption of any of the Offered Securities under any
      state securities or Blue Sky laws and, if at any time any state securities
      commission or other regulatory authority shall issue an order suspending
      the qualification or exemption of any of the Offered Securities under any
      state securities or Blue Sky laws, the Issuers, the Operating Partnerships
      and the General Partners shall use their best efforts to obtain the
      withdrawal or lifting of such order at the earliest possible time.

            (b) The Issuers will furnish to CSFB copies of any Preliminary
      Offering Circular, the Offering Circular and all amendments and
      supplements to such documents, in each case as soon as available and in
      such quantities as CSFB may reasonably request. At any time when the
      Issuers are not subject to Section 13 or 15(d) of the Exchange Act, the
      Issuers will promptly furnish or cause to be furnished to CSFB (and, upon
      request, to each of the other Purchasers) and, upon request of holders and
      prospective purchasers of the Offered Securities, to such holders and
      purchasers, copies of the information required to be delivered to holders
      and prospective purchasers of the Offered Securities pursuant to Rule
      144A(d)(4) under the Securities Act (or any successor provision thereto)
      in order to permit compliance with Rule 144A in connection with resales by
      such holders of the Offered Securities. The Issuers will pay the expenses
      of printing and distributing to the Purchasers all such documents.

            (c) The Issuers will arrange for the qualification of the Offered
      Securities for sale and the determination of their eligibility for
      investment under the laws of such jurisdictions in the United States and
      Canada as CSFB designates and will continue such qualifications in effect
      so long as required for the resale of the Offered Securities by the
      Purchasers, provided that the Issuers will not be required to qualify as a
      foreign corporation or to file a general consent to service of process in
      any such state.

            (d) During the period of two years after the Closing Date, the
      Issuers will, upon request, furnish to CSFB, each of the other Purchasers
      and any holder of Offered Securities a copy of the restrictions on
      transfer applicable to the Offered Securities.

            (e) During the period of two years after the Closing Date, the
      Issuers will not, and will not permit any of their affiliates (as defined
      in Rule 144) to, resell any of the Offered Securities that have been
      reacquired by any of them.

            (f) Whether or not the transactions contemplated by this Agreement
      are consummated or this Agreement becomes effective or is terminated, to
      pay all costs, expenses, fees and taxes incident to and in connection
      with: (i) the preparation, printing, filing and distribution of the
      Preliminary Offering Circular and the Offering Circular (including,
      without limitation, financial statements and exhibits) and all amendments
      and supplements thereto, (ii) the printing (or reproduction) and delivery
      of this Agreement and the Operative Documents and all preliminary and
      final Blue Sky memoranda and all other agreements, memoranda,
      correspondence and other documents prepared and delivered in connection
      herewith and with the Exempt Resales, (iii) the issuance and delivery by
      the Issuers of the Offered Securities, (iv) the registration or
      qualification

                                       11
<PAGE>

      of the Offered Securities for offer and sale under the securities or Blue
      Sky laws of the several states (including, without limitation, the
      reasonable fees up to $3,000 and disbursements of your counsel relating to
      such registration or qualification), (v) furnishing such copies of the
      Preliminary Offering Circular and the Offering Circular and all amendments
      and supplements thereto, as may be reasonably requested for use in
      connection with Exempt Resales, (vi) the preparation and authentication of
      certificates for the Offered Securities, (vii) the fees, disbursements and
      expenses of the Issuers', the Operating Partnerships', and the General
      Partner's counsel and accountants, (viii) all expenses and listing fees in
      connection with the application for quotation of the Offered Securities in
      the National Association of Securities Dealers, Inc. ("NASD") Automated
      Quotation System -- PORTAL(SM) ("PORTAL"), (ix) all fees and expenses
      (including fees and expenses of counsel) of the Issuers and the General
      Partner in connection with approval of the Offered Securities by DTC for
      "book-entry" transfer, (x) the performance by the Issuers, the Operating
      Partnerships and the General Partners of their other obligations under
      this Agreement and the other Operative Documents and (xi) the
      transportation and other expenses incurred by or on behalf of officers and
      employees of the General Partner, in connection with presentations to
      prospective QIBs and Regulation S Purchasers (collectively, "ELIGIBLE
      PURCHASERS") of the Offered Securities.

            It is understood that, except as otherwise provided in this
      Agreement, the Purchasers will pay all their own costs and expenses,
      including the fees of their counsel, transfer taxes on any Exempt Resales
      of the Offered Securities by the Purchasers and any advertising expenses
      connected with any offer they make and the transportation and other
      expenses incurred by the Purchasers in connection with presentations to
      prospective Eligible Purchasers of the Offered Securites.

            (g) In connection with the offering, until CSFB shall have notified
      the Issuers and the other Purchasers of the completion of the resale of
      the Offered Securities, neither the Issuers nor any of their affiliates
      has or will, either alone or with one or more other persons, bid for or
      purchase for any account in which it or any of its affiliates has a
      beneficial interest any Offered Securities or attempt to induce any person
      to purchase any Offered Securities; and neither it nor any of its
      affiliates will make bids or purchases for the purpose of creating actual,
      or apparent, active trading in, or of raising the price of, the Offered
      Securities.

            (h) To use the proceeds from the sale of the Offered Securities in
      the manner described in the Offering Circular (and any supplements or
      amendments thereto) under the caption "Use of Proceeds."

            (i) Not to claim voluntarily the benefit of any usury laws against
      the holders of any Offered Securities.

            (j) To do and perform all things required to be done and performed
      under this Agreement by them prior to or after the Closing Date and to
      satisfy all conditions precedent on their part to the delivery of the
      Offered Securities.

            (k) Not to sell, offer for sale or solicit offers to buy or
      otherwise negotiate in respect of any security (as defined in the
      Securities Act) that would be integrated with the sale of the Offered
      Securities in a manner that would require the registration under the
      Securities Act of the sale to you or the Eligible Purchasers of the
      Offered Securities.

            (l) For so long as any of the Offered Securities remain outstanding
      and during any period in which the Issuers are not subject to Section 13
      or 15(d) of the Exchange Act, to make available to any QIB or beneficial
      owner of Offered Securities in connection with any sale thereof and any
      prospective purchaser of such Offered Securities from such QIB or
      beneficial owner, the information required by Rule 144A(d)(4) under the
      Securities Act.

                                       12
<PAGE>

            (m) During the period beginning on the date hereof and continuing to
      and including the Closing Date, not to offer, sell, contract to sell or
      otherwise transfer or dispose of any debt securities of the Issuers or any
      warrants, rights or options to purchase or otherwise acquire debt
      securities of the Issuers substantially similar to the Offered Securities
      (other than the Offered Securities), without the prior written consent of
      the Purchasers.

            (n) To comply with all of its agreements set forth in the
      Registration Rights Agreement, and all agreements set forth in the
      representation letter of the Issuers to DTC relating to the approval of
      the Offered Securities by DTC for "book-entry" transfer.

            (o) To use reasonable efforts to assist the Purchasers in effecting
      the inclusion of the Offered Securities in PORTAL.

            (p) During a period of two years following the date of this
      Agreement, to deliver to each of you promptly upon their becoming
      available, from time to time such publicly available and released
      information concerning the Issuers, the Operating Partnerships and the
      General Partners (the "PUBLIC INFORMATION") as you may reasonably request.
      For purposes of this Section 5(p), the availability of the Public
      Information on the Commission's Electronic Data Gathering Analysis and
      Retrieval ("EDGAR") system or any national news-wire system shall be
      deemed delivery to each of you of such Public Information.

            (q) If this Agreement shall be terminated pursuant to any of the
      provisions hereof (other than by reason of a default by a Purchaser or by
      notice given by you terminating this Agreement pursuant to Section 9) or
      if for any reason the Issuers shall be unable or unwilling to consummate
      this offering, to reimburse the Purchasers for the fees and expenses to be
      paid or reimbursed pursuant to Section 4(f) above, and to reimburse the
      Purchasers for all reasonable out-of-pocket expenses (including the
      reasonable fees and expenses of counsel to the Purchasers) incurred by the
      Purchasers in connection with (i) the preparation of the Preliminary
      Offering Circular, the Offering Circular and the Operative Documents and
      (ii) the offering and sale of the Offered Securities. Notwithstanding any
      termination of this Agreement, the Issuers and the General Partner shall
      be liable for all expenses which they have agreed to pay pursuant to
      Section 4(f) hereof.

            (r) Not to distribute prior to the Closing Date any prospectus (as
      defined under the Securities Act) in connection with the offering and sale
      of the Offered Securities other than the Preliminary Offering Circular and
      the Offering Circular, or other material, if any, permitted by the
      Securities Act, including Rule 134 of the general rules and regulations
      promulgated thereunder.

      6. Conditions of the Obligations of the Purchasers. The obligations of the
several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Issuers, Operating Partnerships and the General Partners contained herein, to
the accuracy of the statements of officers of the Issuers, the Operating
Partnerships and the General Partners made pursuant to the provisions hereof, to
the performance by the Issuers, the Operating Partnerships and the General
Partner of their obligations hereunder and to each of the following additional
conditions precedent:

      (a) All of the representations and warranties of the Issuers, the
Operating Partnerships and the General Partners contained in this Agreement
shall be true and correct on the date hereof and on the Closing Date with the
same force and effect as if made on and as of the date hereof and the Closing
Date, respectively. The Issuers, the Operating Partnerships and the General
Partners shall have in all material respects performed or complied with all of
the agreements herein contained and required to be performed or complied with by
them at or prior to the Closing Date.

                                       13
<PAGE>

      (b) The Offering Circular shall have been finalized not later than 6:00
p.m., New York City time, two business days before the Closing Date, and on the
Closing Date no stop order suspending the qualification or exemption from
qualification of any of the Offered Securities in any jurisdiction referred to
in Section 4(f) shall have been issued and no proceeding for that purpose shall
have been commenced or to the knowledge or the Issuers, the Operating
Partnerships, or the General Partners shall be pending or threatened.

      (c) No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any governmental agency
which would, as of the Closing Date, prevent the issuance of any of the Offered
Securities.

      (d) On or after the date hereof, (i) there shall not have occurred any
downgrading, suspension or withdrawal of, nor shall any notice have been given
of any potential or intended downgrading, suspension or withdrawal of, or any
review (or of any potential or intended review) for a possible change that does
not indicate the direction of the possible change in, any rating of the Issuers,
the General Partners or the Operating Partnerships or any securities of the
Issuers, the General Partners or the Operating Partnerships (including, without
limitation, the placing of any of the foregoing ratings on credit watch with
negative or developing implications or under review with an uncertain direction)
by any "nationally recognized statistical rating organization" as such term is
defined for purposes of Rule 436(g)(2) under the Act, (ii) there shall not have
occurred any change, nor shall any notice have been given of any potential or
intended change, in the outlook for any rating of the Issuers, the General
Partners or the Operating Partnerships or any securities of the Issuers, the
General Partners or the Operating Partnerships by any such rating organization
and (iii) no such rating organization shall have given notice that it has
assigned (or is considering assigning) a lower rating to the Offered Securities
than that on which the Offered Securities were marketed.

      (e) Since the dates as of which information is given in the Offering
Circular, other than as set forth in the Offering Circular (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement) (i)
there shall not have occurred any material adverse change in the partners'
capital or capital stock of either of the Issuers, the Operating Partnerships or
the General Partners, as the case may be, nor any material increase in the
long-term debt of either of the Issuers, the Operating Partnerships, the General
Partners (ii) there shall not have been any material adverse change or
development involving a prospective change in or affecting the financial
condition, business, properties, results of operations or prospects of the
Issuers and the Operating Partnerships taken as a whole, the General Partners,
and (iii) none of the Issuers, the General Partner or the Operating Partnerships
shall have incurred any liability or obligation, direct or contingent, the
effect of which, in any such case described in this paragraph 6(e), in your
judgment, is material and adverse and, in your judgment, makes it impracticable
to market the Offered Securities on the terms and in the manner contemplated in
the Offering Circular.

      (f) You shall have received certificates, dated the Closing Date, signed
by (i) the President or any Vice President and (ii) a principal financial or
accounting officer of the Finance Corp. and of the General Partners confirming,
as of the Closing Date, the matters set forth in paragraphs (a), (b), (c) and
(d) of this Section 6.

      (g) (A) You shall have received an opinion, dated the Closing Date and
addressed to you, of Morgan, Lewis & Bockius LLP, special counsel to the
Issuers, the Operating Partnerships and the General Partners to the effect that:

      (i) Finance Corp. is a corporation validly existing and in good standing
      under the laws of the jurisdiction of its organization, with all requisite
      corporate power and authority to own, lease and operate its properties and
      to carry on its business as now being conducted;

                                       14
<PAGE>

      (ii) The General Partner is a corporation duly incorporated and presently
      subsisting under the laws of the jurisdiction of its organization, with
      all requisite corporate power and authority to own, lease and operate its
      properties and to carry on its business as now being conducted and to act
      as general partner of the Partnership and AmeriGas Propane;

      (iii) Eagle General Partner is a corporation duly incorporated, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization, with all requisite corporate power and authority to own,
      lease and operate its properties and to carry on its business as now being
      conducted and to act as general partner of AmeriGas Eagle;

      (iv) Each of the Partnership and the Operating Partnerships has been duly
      formed and each of the Partnership and the Operating Partnerships is
      validly existing as a limited partnership under the Delaware Act, with
      full partnership power and authority to own or lease, as the case may be,
      and to operate its properties and conduct its respective businesses as
      described in the Offering Circular;

      (v) The Issuers, the Operating Partnerships and the General Partners have
      all requisite corporate and partnership power and authority to execute,
      deliver and perform their respective obligations under this Agreement and
      the Indenture, and to consummate the transactions contemplated herein and
      therein, including, without limitation, the corporate or partnership power
      to issue, sell and deliver the Offered Securities as provided herein;

      (vi) Assuming (A) that each of the Eligible Purchasers is a QIB or a
      Regulation S Purchaser, (B) the accuracy of your representations regarding
      the absence of general solicitation in connection with the sale of the
      Offered Securities to you and the Exempt Resales contained herein and (C)
      the accuracy of the Purchasers' representations contained herein, it is
      not necessary in connection with the offer, sale and delivery of the
      Offered Securities to the Purchasers or in connection with the initial
      resale of such Offered Securities by the Purchasers, in each case in the
      manner contemplated by this Agreement and the Offering Circular, to
      register the Offered Securities under the Securities Act or to qualify the
      Indenture under the Trust Indenture Act, it being understood that no
      opinion is expressed as to any subsequent resale of the Offered
      Securities;

      (vii) The statements in the Offering Circular under the caption
      "Description of the Senior Notes," insofar as they constitute descriptions
      of the Indenture, the Offered Securities and the Registration Rights
      Agreement or refer to statements of law or legal conclusions under New
      York, Delaware corporate or partnership or federal law (except for the
      Federal Motor Carrier Safety Act and any state or municipal fire safety
      codes, as to which such counsel need not express any opinion), constitute
      fair summaries thereof in all material respects;

      (viii) No consent, approval, waiver, license or authorization, or other
      action by any New York, Delaware or federal governmental authority is
      required in connection with the issuance and sale of the Offered
      Securities by the Issuers or for the consummation by each of the Issuers,
      the Operating Partnerships and the General Partners of their obligations
      under this Agreement, the Indenture, the Offered Securities or the
      Registration Rights Agreement, except in each case such consents,
      approvals, waivers, licenses and other actions (1) as may be required
      under federal or state securities or Blue Sky laws (as to which, such
      counsel need not express any opinion), or (2) which, if not obtained,
      would not have a material adverse effect upon the financial condition,
      business or results of operations of the Issuers and the Operating
      Partnerships, taken as a whole, or the General Partners;

      (ix) This Agreement has been duly authorized and validly executed and
      delivered by each of the Partnership Entities;

                                       15
<PAGE>

      (x) None of the Issuers, or the Operating Partnerships or the General
      Partners is an "investment company" or a company "controlled by" an
      "investment company" as such terms are defined in the Investment Company
      Act of 1940, as amended;

      (xi) The execution and delivery of this Agreement by Finance Corp. and the
      consummation by the Issuers, the Operating Partnerships and the General
      Partners of the transactions contemplated hereby will not conflict with,
      constitute a default under or violate (i) any of the terms, conditions or
      provisions of the certificate of incorporation or bylaws of Finance Corp.,
      (ii) any of the terms, conditions or provisions of any document, agreement
      or other instrument known to such counsel to which either of the Issuers,
      the Operating Partnerships or the General Partners is a party or by which
      any of such entities is bound (other than as described in the Offering
      Circular and except for documents, agreements or other instruments that
      will be extinguished on the Closing Date), (iii) any New York, Delaware
      corporate or partnership or federal law or regulation (assuming compliance
      with all applicable federal and state securities or Blue Sky laws and
      assuming the receipt of all consents, approvals, waivers, licenses and
      other actions referred to in clause (2) of Section 6(g)(A)(viii) above, as
      to which such counsel need not express any opinion) or (iv) any judgment,
      writ, injunction, decree, order or ruling known to such counsel applicable
      to either of the Issuers, the Operating Partnerships or the General
      Partners, except for such conflicts, breaches and defaults which would not
      have a material adverse effect on the financial condition, business,
      properties or results of operations of the Partnership and the Operating
      Partnerships, taken as a whole;

      (xii) The Indenture has been duly and validly authorized, executed and
      delivered by each of the Issuers and (assuming the due authorization,
      execution and delivery thereof by the Trustee) and constitutes the legal,
      valid and binding obligation of each such person, enforceable against each
      such person in accordance with its terms, subject (A) to applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      and similar laws relating to or affecting creditors' rights and remedies
      generally and (B) as to enforceability, to general principles of equity,
      including principles of commercial reasonableness, good faith and fair
      dealing, regardless of whether enforcement is sought in a proceeding at
      law or in equity, and except (x) to the extent that a waiver of rights
      under any usury laws may be unenforceable and (y) that rights to
      indemnification and contribution thereunder may be limited by federal or
      state securities laws or public policy relating thereto;

      (xiii) The issuance and sale of the Offered Securities have been duly and
      validly authorized by each of the Issuers and, when issued and
      authenticated in accordance with the terms of the Indenture by the Issuers
      and paid for by the Purchasers in accordance with the provisions of the
      Agreement and the Offering Circular and authenticated by the Trustee, will
      constitute the legal, valid and binding obligations of the Issuers,
      enforceable against the Issuers in accordance with their terms and
      entitled to the benefits of the Indenture, subject (A) to applicable
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      and similar laws relating to or affecting creditors' rights and remedies
      generally and (B) as to enforceability to general principles of equity,
      including principles of commercial reasonableness, good faith and fair
      dealing, regardless of whether enforcement is sought in a proceeding at
      law or in equity, and except to the extent that a waiver of rights under
      any usury laws may be unenforceable;

      (xiv) The Registration Rights Agreement has been duly and validly
      authorized by each of the Issuers and, when duly executed and delivered by
      each of the Issuers, will constitute the legal, valid and binding
      obligation of each such person enforceable against each of the Issuers in
      accordance with its terms, subject (A) to applicable bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and similar
      laws relating to or affecting creditors' rights and remedies generally and
      (B) as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing,
      regardless of whether

                                       16
<PAGE>

      enforcement is sought in a proceeding at law or in equity, and except (x)
      to the extent that a waiver of rights under any usury laws may be
      unenforceable and (y) that rights to indemnification and contribution
      thereunder may be limited by federal or state securities laws or public
      policy relating thereto;

      (xv) Neither the execution and delivery of this Agreement by the General
      Partner nor the consummation by the General Partner of any of the
      transactions contemplated hereby, will conflict with, constitute a default
      under or violate any of the terms, conditions or provisions of the
      articles of incorporation or by-laws of the General Partner; and

      (xvi) To the knowledge of such counsel, there is no pending or threatened
      action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Partnership Entities or
      any of their property of a character required to be disclosed in the
      Offering Circular, and, to the knowledge of such counsel, there is no
      contract or other document of a character required to be described in the
      Offering Circular, or to be filed as an exhibit thereto, which is not
      described or filed as required; and the statements in the Partnership's
      Annual Report on Form 10-K for its fiscal year ended September 30, 2004
      under the heading "Business - Government Regulation," which are
      incorporated by reference in the Offering Circular, insofar as such
      statements summarize legal matters, agreements, documents or proceedings
      discussed therein, are accurate and fair summaries of such legal matters,
      agreements, documents or proceedings as of the filing date of the
      Partnership's Annual Report on Form 10-K for its fiscal year ended
      September 30, 2004, and, to the knowledge of such counsel, such summaries
      are accurate and fair summaries as of the Closing Date in all material
      respects, except with respect to the Federal Motor Carrier Safety Act and
      any state or municipal fire safety codes, as to which such counsel need
      not express any opinion.

      In addition, such counsel shall state that it has participated in
conferences with directors, officers and other representatives of the General
Partner and Finance Corp. and representatives of the independent public
accountants for each of the Issuers, the Operating Partnerships and the General
Partners at which conferences the contents of the Preliminary Offering Circular
and the Offering Circular 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 the statements
contained in the Preliminary Offering Circular and the Offering Circular (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 Preliminary
Offering Circular, on the date thereof, 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
Offering Circular, on the date thereof or on the date of such opinion, 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, or incorporated by reference into, the Preliminary
Offering Circular and the Offering Circular).

      In rendering their opinions as aforesaid, such counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by
them or either of the Issuers, the Operating Partnerships or the General
Partners as to laws of any jurisdiction other than the United States or the
States of New York and Delaware; provided that (1) each such local counsel is
reasonably acceptable to you and (2) such reliance is expressly authorized by
each opinion so relied upon and a copy of each such opinion is delivered to you
and is, in form and substance, reasonably satisfactory to you and your counsel.

      In rendering such opinion, such counsel may (A) rely in respect of matters
of fact upon certificates (original counterparts of which shall be furnished to
you) of the Partnership and the Operating Partnerships

                                       17
<PAGE>

and of officers and employees of the Partnership, Finance Corp., and the General
Partners and upon information obtained from public officials, (B) rely wholly
upon (without independent investigation) opinions of other counsel issued in
connection with the Transactions, (C) state that their opinion is limited to
federal laws, New York law, Pennsylvania law, the Delaware Act and the Delaware
General Corporation Law, (D) assume that all documents submitted to them as
originals are authentic, that all copies submitted to them conform to the
originals thereof, and that the signatures on all documents examined by such
counsel are genuine, (E) state that they express no opinion with respect to the
title of any of the General Partners, the Partnership, the Operating
Partnerships or any of their affiliates to any real or personal property
transferred by or to them and (F) state that they express no opinion with
respect to state or local taxes or tax statutes to which any of the limited
partners of the Partnership or the Operating Partnerships may be subject;

      (h) You shall have received an opinion, dated the Closing Date, of
Shearman & Sterling LLP, your counsel, in form and substance reasonably
satisfactory to you, covering such matters as are customarily covered in such
opinions.

      (i) At the time this Agreement is executed and delivered by the Issuers,
the Operating Partnerships and the General Partners, and on the Closing Date,
you shall have received letters, substantially in the form previously approved
by you, from PricewaterhouseCoopers LLP, independent public accountants,
substantially in the forms heretofore approved by you.

      (j) Prior to the Closing Date, the Issuers, the Operating Partnerships and
the General Partners shall have furnished to you such further information,
customary certificates and documents as you may reasonably request.

      (k) The Issuers and the Trustee shall have entered into the Indenture and
you shall have received counterparts, conformed as executed, thereof.

      (l) The Issuers shall have entered into the Registration Rights Agreement
and you shall have received counterparts, conformed as executed, thereof.

      All opinions, certificates, letters and other documents required by this
Section 6 to be delivered by the Issuers, the Operating Partnerships and the
General Partners will be in compliance with the provisions hereof only if they
are reasonably satisfactory in form and substance to you. The Issuers will
furnish you with such conformed copies of such opinions, certificates, letters
and other documents as you shall reasonably request. Any certificate or document
signed by any officer of either of the Issuers, the Operating Partnerships or
the General Partners and delivered to you or to your counsel, shall be deemed a
representation and warranty by either of the Issuers, the Operating Partnerships
or the General Partners to you as to the statements made therein.

            7. Indemnification and Contribution. (a) The Issuers, the Operating
Partnerships and the General Partners, jointly and severally, agree to indemnify
and hold harmless (i) each of the Purchasers and (ii) each person, if any, who
controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Purchasers (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 each of the Purchasers or any controlling person (any person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an "INDEMNIFIED
PERSON") 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 Person) 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 the

                                       18
<PAGE>

Preliminary Offering Circular or the Offering Circular, 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
or on behalf of such Purchaser expressly for use therein, it being understood
that the only information heretofore furnished by or on behalf of the Purchasers
consists of the information described as such in the second paragraph of
subsection (c) below and provided, further, that with respect to any untrue
statement or omission of material fact made in the Preliminary Offering
Circular, the indemnity agreement contained in this Section 7(a) shall not inure
to the benefit of the Purchasers from whom the person asserting any such loss,
claim, damage or liability purchased the Offered Securities concerned, to the
extent that any such loss, claim, damage or liability of such Purchaser occurs
under the circumstance where it shall have been determined by a court of
competent jurisdiction that (A) the Issuers had previously furnished copies of
the Offering Circular to such Purchaser, (B) delivery of the Offering Circular
was required by the Securities Act to be made to such person, (C) the untrue
statement or omission of a material fact contained in the Preliminary Offering
Circular was corrected in the Offering Circular and (D) there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such securities to such person, a copy of the Offering Circular. The Issuers,
the General Partners and the Operating Partnerships 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 General Partners,
the Operating Partnerships or an Indemnified Person.

      (b) In case any action or proceeding (including any governmental
investigation) shall be brought or asserted against any of the Indemnified
Persons with respect to which indemnity may be sought against the Issuers, the
General Partners or the Operating Partnerships, such Indemnified Person shall
promptly notify the Issuers, the Operating Partnerships and the General Partners
in writing (provided, that the failure to give such notice shall not relieve the
Issuers, the General Partners or the Operating Partnerships of their obligations
pursuant to this Agreement unless each of the Issuers, the Operating
Partnerships and the General Partners is foreclosed by reason of such failure
from asserting a defense otherwise available to it). Such Indemnified Person
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
Person, rather than the Issuers, the Operating Partnerships or the General
Partners, as the case may be, unless (i) the Partnership has agreed in writing
to pay such fees and expenses, (ii) the Issuers, the Operating Partnerships and
the General Partners 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 Person and the Issuers, the
Operating Partnerships or the General Partners, and such Indemnified Person
shall have been advised by its counsel that representation of such Indemnified
Person and the Issuers, the Operating Partnerships or the General Partners, 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 Partnerships or the
General Partners shall not have the right to assume the defense of such action,
suit or proceeding on behalf of such Indemnified Person). The Issuers, the
Operating Partnerships and the General Partners shall not, 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 the Indemnified Persons, which firm shall be designated
by CSFB. The Issuers, the Operating Partnerships and the General Partners shall
be liable for any settlement of any such action or proceeding effected with the
prior written consent of the Issuers, the Operating Partnerships and the General
Partners, and the Issuers, the Operating Partnerships and the General Partners,
jointly and severally, agree to indemnify and hold harmless any Indemnified
Person 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
Issuers, the Operating Partnerships and the General Partners.

                                       19
<PAGE>

Notwithstanding the immediately preceding sentence, if at any time an
Indemnified Person shall have requested an indemnifying party to reimburse the
Indemnified Person 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 Person 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). The Issuers, the Operating
Partnerships and the General Partners shall not, without the prior written
consent of an Indemnified Person, 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 Person is a
party thereto), unless such settlement, compromise, consent or termination
includes a release of such Indemnified Person 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 Partnerships or the General Partners
obtained in connection with such settlement.

      (c) Each of the Purchasers agrees, severally and not jointly, to indemnify
and hold harmless the Issuers, the Operating Partnerships and the General
Partners, and their respective directors, officers, partners, employees or
representatives and any person controlling (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) the Issuers, the Operating
Partnerships or the General Partners, 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 Partnerships
and the General Partners to each of the Indemnified Persons, but only with
respect to claims and actions based on information furnished in writing by or on
behalf of such Purchaser to the Issuers and the General Partners expressly for
use in the Offering Circular.

      The names of the Purchasers on the cover page of the Offering Circular,
the first paragraph on page ii of the Offering Circular (regarding stabilization
and over-allotment by the Purchasers) and the first, second, third, fifth,
seventh and eighth paragraphs under the caption "Plan of Distribution"
(regarding the terms of the offering by the Purchasers) constitute the only
information heretofore furnished to the Issuers and the General Partner in
writing by any Purchaser expressly for use in the Preliminary Offering Circular
or the Offering Circular, or any amendment or supplement thereto.

      (d) If the indemnification provided for in this Section 7 is unavailable
to an indemnified party in respect of any losses, claims, damages, liabilities
or expenses referred to herein, then each 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 and expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other hand from the offering of the Offered Securities
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative benefits received by the Issuers, the
Operating Partnerships and the General Partners, on the one hand, and the
Purchasers, on the other hand, shall be deemed to be in the same proportion as
the total proceeds from the offering of the Offered Securities (net of
commissions but before deducting expenses) received by the Issuers and the total
discounts and commissions received by the Purchasers bear to the total price of
the Offered Securities, in each case as set forth on the cover page of the
Offering Circular. The relative fault of the Issuers, the Operating Partnerships
and the General Partners, on the one hand, and the Purchasers, on the other
hand, 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 related to information supplied by the
Issuers, the Operating Partnerships or the General Partners, on the one hand,
and the Purchasers, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The indemnity set forth

                                       20
<PAGE>

herein shall be in addition to any liability or obligation the Issuers, the
Operating Partnerships and the General Partners may otherwise have to any
Indemnified Person.

      The Issuers, the Operating Partnerships, the General Partners and the
Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 7(d) were determined by pro rata allocation 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 7, neither the Purchasers nor the
related Indemnified Persons shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discounts and commissions
received by the Purchasers with respect to the Offered Securities exceeds the
amount of any damages which the Purchasers have 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.

      (e) The Issuers, the Operating Partnerships and the General Partners
hereby designate Corporation Service Company, 80 State Street, Albany, New York
as their authorized agent upon whom process may be served in any action, suit or
proceeding that may be instituted in any state or federal court in the State of
New York by a Purchaser or any person controlling the Purchaser asserting a
claim for indemnification or contribution under or pursuant to this Section 7,
and the Issuers, the Operating Partnerships and the General Partners will accept
the jurisdiction of such court in such action, and waive, to the fullest extent
permitted by applicable law, any defense based upon lack of personal
jurisdiction or venue. A copy of any such process shall be sent or given to the
Issuers, the Operating Partnerships and the General Partners at the address for
notices specified in Section 10 hereof.

      8. Default of Purchasers. If, on the Closing Date, any of the Purchasers
shall fail or refuse to purchase Offered Securities that it has agreed to
purchase hereunder on such date, and the aggregate principal amount of such
Offered Securities that such defaulting Purchaser agreed but failed or refused
to purchase does not exceed 10% of the total principal amount of such Offered
Securities that the Purchasers are obligated to purchase on such Closing Date,
the non-defaulting Purchaser shall be obligated to purchase the amount of such
Offered Securities that such defaulting Purchaser agreed but failed or refused
to purchase. If, on the Closing Date, a Purchaser shall fail or refuse to
purchase the Offered Securities in an aggregate principal amount that exceeds
10% of such total principal amount and arrangements satisfactory to the other
Purchaser or Purchasers and the Issuers for the purchase of such Offered
Securities are not made within 48 hours after such default, this Agreement shall
terminate without liability on the part of the non-defaulting Purchaser or the
Issuers and the General Partner, except as otherwise provided in Section 9. In
any such case that does not result in termination of this Agreement, the
Purchasers or the Issuers may postpone the Closing Date for not longer than
seven (7) days, in order that the required changes, if any, in the Offering
Circular or any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve a defaulting Purchaser from
liability in respect of any default by any such Purchaser under this Agreement.

      9. Effective Date of Agreement and Termination. This Agreement shall
become effective upon the execution hereof.

      This Agreement may be terminated at any time on or prior to the Closing
Date by you by notice to the Issuers if any of the following has occurred: (i)
any outbreak or escalation of hostilities or other national or international or
domestic calamity or crisis or material adverse change in the financial markets
of the United States, or any other substantial national or international
calamity or emergency if the effect of such outbreak, escalation, calamity,
crisis, material adverse change or emergency would, in your judgment,

                                       21
<PAGE>

make it impracticable or inadvisable to market any of the Offered Securities or
to enforce contracts for the sale of any of the Offered Securities, in either
case on the terms and in the manner contemplated in the Offering Circular, (ii)
any suspension or limitation of trading generally in securities on the New York
Stock Exchange or the PORTAL market or any setting of minimum prices for trading
on such exchange or market, (iii) the suspension of trading of any securities of
the Partnership in any exchange or in the over-the-counter market, (iv) any
declaration of a general moratorium by either federal or New York authorities,
(v) the taking of any action by any federal or state government or agency in
respect of its monetary or fiscal affairs that in your judgment has a material
adverse effect on the financial markets in the United States, and would, in your
judgment, make it impracticable or inadvisable to market any of the Offered
Securities or to enforce contracts for the sale of any of the Offered Securities
or (vi) the enactment, publication, decree or other promulgation of any federal
or state statute, regulation, rule or order of any court or other federal or
state governmental authority which, in your judgment, would have a Material
Adverse Effect on the Issuers and the Operating Partnerships, taken as a whole,
or the General Partners.

      The indemnities and contribution provisions and the other agreements,
representations and warranties of the Issuers, the Operating Partnerships and
the General Partners, their respective officers and directors and of the
Purchasers set forth in or made pursuant to this Agreement shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Offered Securities, regardless of (i) any investigation, or statement as
to the results thereof, made by or on behalf of any of the Purchasers or by or
on behalf of the Issuers, the Operating Partnerships and the General Partners,
the officers or directors of either of the Issuers, the Operating Partnerships
or the General Partners or controlling person of any of the Issuers, the
Operating Partnerships or the General Partners, (ii) acceptance of the Offered
Securities and payment for them hereunder and (iii) termination of this
Agreement.

      Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Issuers, the Operating
Partnerships, the General Partners, the Purchasers, any Indemnified Person
referred to herein and their respective successors and assigns, all as and to
the extent provided in this Agreement, and no other person shall acquire or have
any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include a purchaser of any of the Offered Securities from any
of the Purchasers merely because of such purchase.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Purchasers will be mailed, delivered or telegraphed and confirmed to the
Purchasers c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York,
NY 10010-3629, Attention: Transaction Advisory Group; with a copy to Shearman &
Sterling LLP, 599 Lexington Avenue, New York, NY 10022, Attention: Marwan
Elaraby, or, if sent to the Issuers, the Operating Partnerships or the General
Partners, will be mailed, delivered or telegraphed and confirmed to it at the
office of the Partnership at 460 North Gulph Road, King of Prussia, PA 19406,
Attention: Robert H. Knauss, Vice President and General Counsel; with a copy to
Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, DC 20004,
Attention: Linda Griggs; provided, however, that any notice to a Purchaser
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Purchaser.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the controlling
persons referred to in Section 7, and no other person will have any right or
obligation hereunder, except that holders of Offered Securities shall be
entitled to enforce the agreements for their benefit contained in the second and
third sentences of Section 5(b) hereof against the Issuers as if such holders
were parties thereto.

      12. Representation of Purchasers. You will act for the several Purchasers
in connection with this purchase, and any action under this Agreement taken by
you jointly or by CSFB will be binding upon all the Purchasers.

                                       22
<PAGE>

      13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

                  [Remainder of Page Left Intentionally Blank]

                                       23
<PAGE>

      If the foregoing is in accordance with the Purchasers' understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Issuers and the several
Purchasers in accordance with its terms.

                                        Very truly yours,

                                             AMERIGAS PARTNERS, L.P.
                                             By: AmeriGas Propane, Inc.,
                                                 its general partner

                                             By:_______________________________
                                                Name: Robert W. Krick
                                                Title: Treasurer

                                             AMERIGAS FINANCE CORP.

                                             By:_______________________________
                                                Name: Robert W. Krick
                                                Title: Treasurer

                                             AMERIGAS PROPANE, INC.

                                             By:_______________________________
                                                Name: Robert W. Krick
                                                Title: Treasurer

                                             AMERIGAS PROPANE, L.P.
                                             By: AmeriGas Propane, Inc.,
                                                 its general partner

                                             By:_______________________________
                                                Name: Robert W. Krick
                                                Title: Treasurer

                                             AMERIGAS EAGLE PROPANE, L.P.
                                             By:  AmeriGas Eagle Holdings, Inc.,
                                                 its general partner

                                             By:_______________________________
                                                Name: Robert W. Krick
                                                Title: Treasurer

<PAGE>

                                             AMERIGAS EAGLE HOLDINGS, INC.

                                             By:_______________________________
                                                Name: Robert W. Krick
                                                Title: Treasurer

The  foregoing Purchase Agreement
  is hereby confirmed and accepted
  as of the date first above written.


CREDIT SUISSE FIRST BOSTON LLC
     Acting on behalf of itself
     and as the Representative of
     the several Purchasers

By CREDIT SUISSE FIRST BOSTON LLC

By:_____________________________
  Name:
  Title:

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT OF
                  MANAGER                                                   OFFERED SECURITIES
                  -------                                                   -------------------
<S>                                                                         <C>
Credit Suisse First Boston LLC........................................      $       290,500,000
Citigroup Global Markets Inc..........................................      $        62,250,000
Wachovia Capital Markets, LLC.........................................      $        62,250,000

                                                                            -------------------
                          Total.......................................      $       415,000,000
                                                                            ===================
</TABLE>