EX-10.3



 Exhibit 10.3 
 AMENDMENT NO. 3 
 TO CREDIT AGREEMENT 

AND AMENDMENT NO. 1 TO CONSENT 
 THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO CONSENT (this “New Amendment”) dated as of April 3, 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 (a) that certain Credit Agreement dated as of
June 21, 2011, as amended by that certain Amendment No. 1 to Credit Agreement (“Amendment No. 1”), dated as of November 25, 2011, and as amended by that certain Amendment No. 2 to Credit Agreement
(“Amendment No. 2” and together with Amendment No. 1, the “Existing Amendments”), dated as of January 12, 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) and (b) that certain Consent dated as of
February 3, 2012 (the “Consent”); 
 WHEREAS, the Existing Amendments and the Consent incorrectly
refer to the entities recently acquired by the Borrower and its affiliates; 
 WHEREAS, the Borrower and the General Partner
have requested that the Agent and the Required Lenders agree to correct the Existing Amendments and the Consent to refer to Heritage Operating, L.P., Titan Propane LLC and, where appropriate, certain affiliates thereof (the “Requested
Amendment”); and 
 WHEREAS, the Agent and the Required Lenders have agreed to grant such Requested Amendment on
the terms and conditions set forth in this New Amendment; 
 NOW THEREFORE, the parties hereto hereby agree as follows:

 Section 1. Amendments. 
  

	 	(a)	Sub-clause (c) of the second Recital in Amendment No. 1 shall be amended and restated in its entirety as follows: 


“(c) amend certain other provisions of the Credit Agreement to provide for the acquisition (the
“Acquisition”) of Heritage Operating, L.P., Titan Propane LLC, and certain affiliates thereof (collectively, the “Requested Amendments”);”; 








	 	(b)	Sub-clause (c) of the second Recital in Amendment No. 2 shall be amended and restated in its entirety as follows: 


“(c) amend certain other provisions of the Credit Agreement to provide for the acquisition (the
“Acquisition”) of Heritage Operating, L.P. (“Heritage”), Titan Propane LLC (“Titan”), and certain affiliates of Heritage and Titan;”; 

 

	 	(c)	Section 1.01(a)(iii)(3) of Amendment No. 2 shall be amended and restated in its entirety as follows: 


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

‘(f) the acquisition of Heritage Operating, L.P., Titan Propane LLC, and certain affiliates thereof (collectively,
“Heritage”), directly or indirectly by the Borrower.’”; and 
  

	 	(d)	The second Recital in the Consent shall be amended and restated in its entirety as follows: 


“WHEREAS, in connection with the acquisition of Heritage Operating, L.P., Titan Propane LLC, and certain affiliates thereof, the
General Partner contributed 635,667 common units of AmeriGas Partners, L.P. (the “Common Units”) to the Borrower;”. 
 Section 2. Conditions Precedent. The effectiveness of this New Amendment is subject to the satisfaction of the condition precedent that this New Amendment shall have been executed and
delivered by the Borrower, the General Partner, the Agent and the Required Lenders, and the Guarantor Consent attached hereto (the “Guarantor Consent”) shall have been executed and delivered by each Subsidiary Guarantor.

 Section 3. Expenses. The Borrower shall pay (a) all reasonable and documented out-of-pocket expenses of the
Agent (including reasonable and documented fees and disbursements of counsel for the Agent) in connection with the preparation of this New Amendment and any other instruments or documents to be delivered hereunder, any waiver or consent hereunder or
thereunder or any amendment hereof or thereof; and (b) all out-of-pocket expenses incurred by the Agent and each of the Lenders, including fees and disbursements of not more than one (1) counsel for the Agent and, to the extent there is an
actual or perceived conflict of interest with the Agent, not more than one (1) counsel for the Lenders or the Issuing Lender (but excluding all fees and time charges for attorneys who may be employees of the Agent, any Lender or the Issuing
Lender) in connection with any Event of Default and collection and other enforcement proceedings resulting therefrom in enforcing the Credit Agreement as amended by this New Amendment, and the other Loan Documents. 

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 New Amendment. 

  
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 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 New 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 New Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page to this New Amendment by telefacsimile or
by email in portable document format (“.pdf”) shall constitute delivery of a manually executed counterpart of this New Amendment. This New Amendment shall be governed by, and construed in accordance with, the law of the State
of New York. 
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 IN WITNESS WHEREOF, the parties hereto have caused this New 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



  
 Signature
Page 
 to 

Amendment No. 3 to Credit Agreement 
 and Amendment No. 1 to Consent 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender
		
	 By:
	 	 /s/ Frederick W. Price

		 	Name: Frederick W. Price
		 	Title: Managing Director



  
 Signature
Page 
 to 

Amendment No. 3 to Credit Agreement 
 and Amendment No. 1 to Consent 








 
			
	 BRANCH BANKING AND TRUST COMPANY,
 as a Lender

		
	 By:
	 	 /s/ Glenn A. Page

		 	Name: Glenn A. Page
		 	Title: Senior Vice President


  

			
	 CITIBANK, N.A.,
 as
a Lender

		
	By:	 	 /s/ Yasantha Gunaratna

		 	Name: Yasantha Gunaratna
		 	Title: Vice President



  
 Signature
Page 
 to 

Amendment No. 3 to Credit Agreement 
 and Amendment No. 1 to Consent 








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

		
	By:	 	 /s/ Helen D. Davis

		 	Name: Helen D. Davis
		 	Title: Vice President



  
 AmeriGas
Guarantor Consent 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Meredith Jermann

		 	Name: Meredith Jermann
		 	Title: Vice President



  
 AmeriGas
Guarantor Consent 








 
			
	 CITIZENS BANK OF PENNSYLVANIA,
 as a Lender

		
	By:	 	 /s/ Leslie Broderick

		 	Name: Leslie Broderick
		 	Title: SVP



  
 AmeriGas
Guarantor Consent 








 
			
	 THE BANK OF NEW YORK MELLON,
 as a Lender

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

		 	Name: Richard K. Fronapfel, Jr.
		 	Title: Vice President



  
 AmeriGas
Guarantor Consent 








 
			
	 COMPASS BANK,
 as a
Lender

		
	By:	 	 /s/ David C. Moriniere

		 	Name: David C. Moriniere
		 	Title: Senior Vice President



  
 AmeriGas
Guarantor Consent 








 
			
	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Laurel LB Magruder

		 	Name: Laurel LB Magruder
		 	Title: Vice President/Group Manager



  
 AmeriGas
Guarantor Consent 








 
			
	SOVEREIGN BANK, N.A., formerly known as Sovereign Bank, as a Lender
		
	By:	 	 /s/ Daniela Hofer-Gautschi

		 	Name: Daniela Hofer-Gautschi
		 	Title: VP



  
 AmeriGas
Guarantor Consent 








 GUARANTOR CONSENT 
 Each of the undersigned hereby acknowledges receipt of the foregoing New 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 New 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 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 3, 2012 
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 AmeriGas
Guarantor Consent 








 
			
	AMERIGAS PROPANE, INC.
		
	By:	 	 /s/ Hugh J. Gallagher

		 	Name: Hugh J. Gallagher
		 	Title: Treasurer



  
 AmeriGas
Guarantor Consent 








 
			
	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



  
 AmeriGas
Guarantor Consent 








 
			
	TITAN PROPANE LLC
		
	By:	 	 /s/ Hugh J. Gallagher

		 	Name: Hugh J. Gallagher
		 	Title: Treasurer



  
 AmeriGas
Guarantor Consent