EX-10.1






AMENDMENT NO. 4

TO

CREDIT AGREEMENT




THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Fourth Amendment”) dated as of April 18, 2012,
is by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS
PROPANE, INC., a Pennsylvania corporation (the “General Partner”), the lenders from time to time
party to the Credit Agreement (collectively, the “Lenders”; individually, a “Lender”) and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”).



WITNESSETH:




WHEREAS, the Borrower, the General Partner, the Agent, and the Lenders are parties to that
certain Credit Agreement, dated as of June 21, 2011, as amended by that certain Amendment No. 1 to
Credit Agreement, dated as of November 25, 2011, as further amended by that certain Amendment No. 2
to Credit Agreement, dated as of January 12, 2012, and as further amended by that certain Amendment
No. 3 to Credit Agreement and Amendment No. 1 to Consent, dated as of April 3, 2012 (as may be
further amended, supplemented or otherwise modified from time to time in accordance with its terms,
the “Credit Agreement”; terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in the Credit Agreement);



WHEREAS, the Borrower and the General Partner have requested that the Agent and the Lenders
agree to revise the Credit Agreement to, among other things, amend the Consolidated MLP Total
Leverage Ratio;



WHEREAS, the Agent and the Lenders have agreed to make such revisions on the terms and
conditions set forth in this Fourth Amendment;



NOW THEREFORE, the parties hereto hereby agree as follows:



Section 1. Amendment. Subject to the satisfaction of the conditions precedent
specified in Section 3 below, but effective as of the date hereof, the Credit Agreement
shall be amended as follows:




	 	1.01.	 	Financial Covenants






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






“(a) As of the end of each fiscal quarter through the fiscal quarter ending
March 31, 2013, permit the Consolidated MLP Total Leverage Ratio to be
greater than 5.5 to 1.00 and (b) as of the end of any fiscal quarter after
the fiscal quarter ending March 31, 2013, permit the Consolidated MLP Total
Leverage Ratio to be greater than 5.25 to 1.00.”



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



(a) It has taken all necessary action to authorize the execution, delivery and performance of
this Fourth Amendment.



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



(c) No consent, approval or authorization of, or declaration or filing with, any Governmental
Authority is required for the valid execution, delivery and performance of this Fourth Amendment.



(d) The representations and warranties set forth in Article VII of the Credit Agreement (in
the case of Sections 7.1 through 7.27, relating to the Borrower and the Subsidiary Guarantors and
in the case of Sections 7.1 through 7.6, 7.9 through 7.11, 7.21, 7.22, 7.23, 7.25, 7.27 and 7.28,
relating to the General Partner) are true and correct in all material respects on the date hereof
as if made on and as of the date hereof (except to the extent such representations and warranties
expressly relate to an earlier time or date, in which case they shall have been true and correct in
all material respects as of such earlier time or date) and as if each reference in said Article VII
to “this Agreement” includes reference to this Fourth Amendment and the Credit Agreement as amended
by this Fourth Amendment.



(e) There has occurred since December 31, 2011, no event or circumstance that has resulted in,
or presents a reasonable likelihood of having, a Material Adverse Effect.



(f) No Default or Event of Default under the Credit Agreement has occurred and is continuing
on the date hereof (before and after giving effect to the Fourth Amendment).



(g) There are no set-offs or defenses against the Notes, the Credit Agreement as amended by
this Fourth Amendment or any other Loan Document.



Section 3. Conditions Precedent. The effectiveness of this Fourth Amendment is
subject to the satisfaction of the following conditions precedent:



3.01. Execution. This Fourth Amendment shall have been executed and delivered by the
Borrower, the General Partner, the Agent and the Lenders, and the Guarantor Consent attached hereto
(the “Guarantor Consent”) shall have been executed and delivered by each Guarantor.



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



3.03. Certificate of Secretary of each Credit Party. A certificate of the Secretary
or Assistant Secretary of the General Partner certifying as to the incumbency and genuineness of
the signature of each officer of the General Partner executing (or other Person authorized by the
General Partner to execute) Loan Documents to which it or the Borrower is a party and certifying
that (A) there has been no amendment to the articles or certificate of incorporation or formation
of the General Partner and the Borrower since the date on which such documents were most recently
delivered to the Agent and to the Lenders, (B) there has been no amendment to the bylaws or other
governing document of the General Partner and the Borrower since the date on which such documents
were most recently delivered to the Agent and to the Lenders, (C) attached thereto is a true,
correct and complete copy of resolutions duly adopted by the board of directors (or other governing
body) of the General Partner authorizing the transactions contemplated hereunder and the execution,
delivery and performance of this Agreement and the other Loan Documents to which the General
Partner and the Borrower are a party, and (D) to the extent the Borrower requests a Loan on the
date hereof, attached thereto is a true, correct and complete copy of each certificate required to
be delivered pursuant to Section 6.1(b)(iii) of the Credit Agreement.



3.04. Certificates of Good Standing. Certificates as of a recent date of the good
standing of each Credit Party under the laws of its jurisdiction of organization.



3.05. Opinions of Counsel. A favorable opinion of Morgan, Lewis & Bockius, LLP
addressed to the Agent and the Lenders with respect to the Credit Parties, the Fourth Amendment,
the Loan Documents and such other matters as the Agent or its counsel shall request.



3.06. Ownership of the General Partner and the Borrower. The organizational structure
and corporate structure of the General Partner, the Borrower and their respective Subsidiaries
shall be as previously disclosed to the Agent.



3.07. Financial Projections. The Agent shall have received (A) projections prepared
by management of the General Partner, of balance sheets, income statements and cash flow statements
of MLP and its Subsidiaries on a quarterly basis for Fiscal Year 2012 and Fiscal Year 2013 and (B)
projections prepared by management of the General Partner, of balance sheets, income statements and
cash flow statements of MLP and its Subsidiaries on an annual basis for Fiscal Year 2014 and Fiscal
Year 2015.



3.08. Other Documents. All opinions, certificates and other instruments and all
proceedings in connection with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Agent. The Agent shall have received copies of all other
documents, certificates and instruments reasonably requested thereby, with respect to the
transactions contemplated by this Fourth Amendment.



3.09. Patriot Act. The MLP, the Borrower and each of the Subsidiary Guarantors shall
have provided to the Agent and the Lenders the documentation and other information requested by the
Agent in order to comply with requirements of the Act.



3.10. Payment at Closing. The Borrower shall have paid (A) to the Agent, the Arranger
and the Lenders the fees set forth or referenced in that certain Fee Letter dated as of April 18,
2012 and executed by the Borrower and the General Partner and any other invoiced, accrued and
unpaid fees or commissions due and (B) all reasonable and documented fees, charges and
disbursements of counsel to the Agent (directly to such counsel if requested by the Agent) to the
extent invoiced, accrued and unpaid prior to or on the date hereof.



Section 4. General. References (i) in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder,” “hereof” and words of like import referring to the Credit Agreement), and (ii) in the
other Loan Documents to “the Credit Agreement” and “the Agreement” (and indirect references such as
“thereunder,” “thereof” and words of like import referring to the Credit Agreement) shall be deemed
to be references to the Credit Agreement as amended by this Fourth Amendment.



Section 5. Miscellaneous. Except as herein provided, the Credit Agreement and all
other Loan Documents shall remain unchanged and shall continue to be in full force and effect and
are hereby ratified and confirmed in all respects. This Fourth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the same amendatory
instrument, and any of the parties hereto may execute this Fourth Amendment by signing any such
counterpart. Delivery of an executed counterpart of a signature page to this Fourth Amendment by
telefacsimile or by email in portable document format (“.pdf”) shall constitute delivery of a
manually executed counterpart of this Fourth Amendment. This Fourth Amendment shall be governed
by, and construed in accordance with, the law of the State of New York.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be
duly executed and delivered as of the day and year first above written.




BORROWER:




AMERIGAS PROPANE, L.P.



	 	 	 
	By:
	 	AMERIGAS PROPANE, INC.,

as General Partner








By:  /s/ Hugh J. Gallagher

Name: Hugh J. Gallagher

Title: Treasurer





	 	 	 	GENERAL PARTNER:






AMERIGAS PROPANE, INC.




By:  /s/ Hugh J. Gallagher

Name: Hugh J. Gallagher

Title: Treasurer





WELLS FARGO BANK, NATIONAL ASSOCIATION, as




Agent and as a Lender




By: /s/ Frederick W. Price      

Name: Frederick W. Price

Title: Managing Director




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BRANCH BANKING AND TRUST COMPANY,



as a Lender



	 	 	 
	By: /s/ Glenn A. Page

	 

	Name:

Title:

	 	Glenn A. Page

Senior Vice President







	 	 	CITIBANK, N.A.,





as a Lender



	 	 	 
	By: /s/ Todd Mogil

	 

	Name:

Title:

	 	Todd Mogil

Vice President






2





	 	 	JPMORGAN CHASE BANK, N.A.,





as a Lender



	 	 	 
	By: /s/ Helen D. Davis

	 

	Name:

Title:

	 	Helen D. Davis

Vice President






3





	 	 	PNC BANK, NATIONAL ASSOCIATION,





as a Lender



	 	 	 
	By: /s/ Meredith Jermann

	 

	Name:

Title:

	 	Meredith Jermann

Vice President






4





	 	 	CITIZENS BANK OF PENNSYLVANIA,





as a Lender



	 	 	 
	By: /s/ Leslie D. Broderick

	 

	Name:

Title:

	 	Leslie D. Broderick

Senior Vice President






5





	 	 	THE BANK OF NEW YORK MELLON,





as a Lender



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

	 

	Name:

Title:

	 	Richard K. Fronapfel, Jr.

Vice President






6





	 	 	COMPASS BANK,





as a Lender



	 	 	 
	By: /s/ David C. Moriniere

	 

	Name:

Title:

	 	David C. Moriniere

Senior Vice President






7





	 	 	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender





	 	 	 
	By: /s/ Derek Lynch

	 

	Name:

Title:

	 	Derek Lynch

Banking Officer






8





	 	 	SOVEREIGN BANK, N.A., formerly known as Sovereign
Bank, as a Lender





	 	 	 
	By: /s/ Robert D. Lanigan

	 

	Name:

Title:

	 	Robert D. Lanigan

SVP






9





	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender





	 	 	 
	By: /s/ Bill O’Daly

	 

	Name:

Title:

	 	Bill O’Daly

Director






10




	 	 	 
	 	 	By: /s/ Sanja Gazahi
	 	 	Name: Sanja Gazahi
	 	 	Title: Associate





GUARANTOR CONSENT




Each of the undersigned hereby acknowledges receipt of the foregoing Fourth Amendment
and hereby acknowledges and reaffirms that the Guaranty Agreement to which it is a party
shall remain in full force and effect and is hereby ratified and confirmed in all
respects notwithstanding the execution of such Fourth Amendment and the consummation of
the transactions described or otherwise contemplated therein. Each of the undersigned
hereby acknowledges, confirms and ratifies its obligations under such Guaranty Agreement
and that the same are valid and binding obligations upon it. Each of the undersigned
further acknowledges that it possesses no defense, offset, counterclaim, or cross-claim
whatsoever to the enforcement of such Guaranty Agreement.



Date: April 18, 2012




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BLANK]




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	 	 	 	AMERIGAS PROPANE, INC.






By: /s/ Hugh J. Gallagher

Name: Hugh J. Gallagher

Title: Treasurer




12




	 	 	 	HERITAGE OPERATING, L.P.






	 	 	 	By:
Heritage Operating GP, LLC,






	 	 	 	its
General Partner






	 	 	 	By:
AmeriGas Partners, L.P., sole managing






	 	 	 	member of Heritage Operating GP, LLC






By: AmeriGas Propane, Inc., General Partner of
AmeriGas Partners, L.P.




By: /s/ Hugh J. Gallagher

Name: Hugh J. Gallagher

Title: Treasurer




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TITAN PROPANE LLC




By: /s/ Hugh J. Gallagher

Name: Hugh J. Gallagher

Title: Treasurer





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