8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2011

AmeriGas Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

460 N. Gulph Road, King of Prussia, Pennsylvania	19406
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 337-7000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On January 20, 2011, AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”) and AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with the Partnership, the “Issuers”), issued $470 million aggregate principal amount of the Issuers’ 6.50% Senior Notes due 2021 (the “Notes”) in an underwritten public offering. The Notes were issued pursuant to an indenture, dated as of January 20, 2011 (the “Base Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of January 20, 2011 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes bear interest at the rate of 6.50% per annum, which is paid semiannually on May 20 and November 20 of each year, commencing on May 20, 2011, and mature on May 20, 2021. The Notes are senior unsecured joint and several obligations of the Issuers and rank pari passu with all of the Issuers’ existing and future senior debt. However, the Notes are structurally subordinated to all of the existing and future debt of the Partnership’s subsidiaries.

The Partnership may redeem some or all of the Notes at any time on or after May 20, 2016 at prices specified in the Indenture. The Partnership may also redeem up to 35% of the Notes at any time prior to May 20, 2014 with the proceeds from a registered public equity offering at 106.50% of their principal amount plus accrued and unpaid interest to the redemption date. If the Partnership experiences specific kinds of changes in control, it must offer to repurchase the Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest. The Issuers are subject to a number of other financial and other covenants under the Indenture.

The Partnership is filing the Supplemental Indenture as Exhibit 4.1 to this Form 8-K and a form of the Base Indenture was filed with the Securities and Exchange Commission on January 5, 2011 as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K, both of which are incorporated herein by reference. The descriptions of the terms of the Indenture in this Item 1.01 are qualified in their entirety by reference to such Exhibits.

Additionally, as of 5:00 P.M., New York City time, on January 19, 2011 (the “Consent Deadline”), approximately $327.9 million aggregate principal amount of the Issuer’s 7.25% Series A and Series B Senior Notes due 2015 (the “2015 Notes”), or approximately 79% of the total principal amount of 2015 Notes outstanding, were tendered pursuant to the Partnership’s tender offer and consent solicitation commenced on January 5, 2011 (the “Tender Offer”). The Tender Offer will expire on February 2, 2011 unless extended by the Partnership.

As a result of the receipt of the requisite consents pursuant to the Tender Offer prior to the Consent Deadline, the Issuers have amended the indenture relating to the 2015 Notes (the “2015 Original Indenture”), which was dated May 3, 2005, by and among the Issuers and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as trustee (the “Trustee”), by entering into a First Supplemental Indenture, dated January 19, 2011, by and among the Issuers and the Trustee (the “2015 Supplemental Indenture”). The 2015 Supplemental Indenture became effective upon acceptance of the Notes for purchase on January 20, 2011 and modifies or eliminates substantially all of the restrictive covenants in the 2015 Original Indenture, including limitations on incurring indebtedness, entering into sale and leaseback transactions, providing liens, making distributions, restrictions affecting the making of dividends and other payments by the Partnership’s subsidiaries, and selling certain assets or merging with or into other companies.

The Partnership is filing the 2015 Supplemental Indenture as Exhibit 4.2 to this Form 8-K, which is incorporated herein by reference. The description of the terms of the 2015 Supplemental Indenture in this Item 1.01 is qualified in its entirety by reference to such Exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
4.1	First Supplemental Indenture, dated January 20, 2011, among AmeriGas Partners, L.P., AmeriGas Finance Corp. and U.S. Bank National Association, as trustee.
4.2	First Supplemental Indenture, dated January 19, 2011, among AmeriGas Partners, L.P., AmeriGas Finance Corp. and U.S. Bank National Association, as successor to Wachovia Bank National Association, as trustee.
5.1	Opinion of Morgan, Lewis & Bockius LLP
23.1	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERIGAS PARTNERS, L.P.
Date: January 20, 2011	By:	/s/ Matthew A. Woodward
		Name: Matthew A. Woodward Title: Assistant Secretary of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.

EXHIBIT INDEX

Exhibit Number	Description
4.1	First Supplemental Indenture, dated January 20, 2011, among AmeriGas Partners, L.P., AmeriGas Finance Corp. and U.S. Bank National Association, as trustee.
4.2	First Supplemental Indenture, dated January 19, 2011, among AmeriGas Partners, L.P., AmeriGas Finance Corp. and U.S. Bank National Association, as successor to Wachovia Bank, National Association, as trustee.
5.1	Opinion of Morgan, Lewis & Bockius LLP
23.1	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)

EX-4.1

Exhibit 4.1

AMERIGAS PARTNERS, L.P.

AMERIGAS FINANCE CORP.

FIRST SUPPLEMENTAL INDENTURE

Dated as of January 20, 2011

To

INDENTURE

Dated as of January 20, 2011

U.S. BANK NATIONAL ASSOCIATION, as Trustee

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 20, 2011, among AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), and U.S. Bank National Association, a national banking association, as trustee (“Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuers and the Trustee are parties to an Indenture dated as of January 20, 2011 (the “Indenture”), which, pursuant to Section 3.01 of the Indenture, provides for the issuance of an unlimited amount of Securities in one or more series;

WHEREAS, the Issuers wish to issue senior notes designated as 6.50% Senior Notes due 2021 in the aggregate principal amount of $470,000,000 (the “Notes”);

WHEREAS, the Issuers, by action duly taken, have authorized the execution and delivery of this Supplemental Indenture and the issuance of the Notes;

WHEREAS, all actions necessary to make this Supplemental Indenture and the Notes (when executed by the Issuers and authenticated and delivered by the Trustee as required by the Indenture) the valid and binding obligations of the Issuers and to constitute this document a valid and binding Supplemental Indenture according to its terms have been duly taken; and

WHEREAS, in accordance with Sections 1.02 and 9.03 of the Indenture, there has been delivered to the Trustee on the date hereof an Officers’ Certificate and Opinion of Counsel certifying that this Supplemental Indenture complies with applicable provisions of the Indenture.

NOW THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Supplemental Indenture shall have the specified meanings set forth in the Indenture.

(a) The term “Default” as defined in Section 1.01 of the Indenture shall not apply to the Notes. The term “Default” shall mean, with respect to the Notes, any event that is, or after notice or passage of time or both would be, an Event of Default; provided, however, that a Reporting Default shall not constitute a Default until such time as the Reporting Default becomes an Event of Default in accordance with Section 3 of this Supplemental Indenture.

(b) “Reporting Default” shall have the meaning specified in Section 3 of this Supplemental Indenture.

2. Reports by Partnership. Section 7.04 of the Indenture shall not apply to the Notes. Instead, the following provision shall apply:

The Partnership shall file with the Commission, or if the Partnership is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, post on the Partnership’s website, in either case within the time periods specified in the Commission’s rules and regulations, including the additional periods provided by Rule 12b-25 under the Exchange Act, annual reports and other reports or statements prepared in accordance with the reporting provisions under Section 13 or Section 15(d) of the Exchange Act.

3. Events of Default. In accordance with Section 5.01(9) of the Indenture, “Event of Default,” wherever used in the Indenture, as modified by this Supplemental Indenture, with respect to the Notes, shall mean, in addition to the Events of Default specified in Section 5.01 of the Indenture, the failure by the Partnership for whatever reason to comply with Section 2 of this Supplemental Indenture, “Reports by Partnership” (a “Reporting Default”), and the continuance of such Reporting Default for a period of 105 days after written notice of such Reporting Default requiring the Partnership to remedy the same shall have been given (x) to the Partnership by the Trustee or (y) to the Partnership and the Trustee by Holders of 25% in aggregate principal amount of the Notes then Outstanding.

4. Optional Redemption. The Notes are subject to redemption at the option of the Issuers, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, subject to the rights of the Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on May 20 of the years indicated below:

Year	Percentage
2016		103.250	%
2017		102.167	%
2018		101.083	%
2019 and thereafter		100.000	%

In the event that, on or prior to May 20, 2014, the Partnership consummates a registered public offering of its Capital Stock (other than Redeemable Capital Stock), then, within 90 days of the consummation of such registered public offering, the Partnership, at its option, may use the net proceeds of such registered public offering to redeem up to 35% of the aggregate principal amount of the Notes (including any Add On Securities) at 106.50% of the principal amount thereof, plus accrued and unpaid interest to the applicable Redemption Date, if any, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date; provided, however, that at least 65% of the Notes originally issued, together with any Add On Securities, shall be Outstanding immediately after such redemption.

5. No Recourse Against General Partner and the Operating Partnership. The obligations of the Issuers under the Indenture, as supplemented by this Supplemental Indenture, and the Notes, will be non-recourse to the General Partner and the Operating Partnership (and their respective affiliates (other than the Issuers)) and payable only out of the cash flow and

assets of the Issuers. The Trustee agrees, and each Holder of a Note, by accepting a Note, will be deemed to have agreed, that neither the General Partner nor its assets nor the Operating Partnership nor its assets (nor any of their respective affiliates (other than the Issuers) nor their respective assets) shall be liable for any of the obligations of the Issuers under the Indenture, as supplemented by this Supplemental Indenture, or the Notes. In addition, neither the Partnership nor the Holders of Notes will have any right to require the Operating Partnership to make distributions to the Partnership. The provisions of this Section 5 are in addition to, and shall not be construed as a limitation on, the provisions of Section 10.18 of the Indenture, “No Recourse Against Others.”

6. Issue of Notes. The Notes shall be executed, authenticated and delivered in accordance with the provisions of and shall in all respects be subject to the terms, conditions, and covenants of the Indenture, as supplemented by this Supplemental Indenture. The aggregate principal amount of the Notes created hereby, which may be authenticated and delivered under this Supplemental Indenture, shall be limited initially to $470,000,000; however, an unlimited amount of additional Securities may be issued as provided in Section 3.01 of the Indenture.

7. Form of Notes; Incorporation of Terms. The Notes and the Trustee’s certificate of authentication thereto shall be substantially in the form provided in Exhibit A to this Supplemental Indenture, the terms of which are hereby incorporated in and made a part of this Supplemental Indenture.

8. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities (whether heretofore or hereafter authenticated and delivered) shall be bound hereby.

9. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Conflicts With Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Supplemental Indenture by any provision of the Trust Indenture Act of 1939, as amended, such required provision shall control.

11. Counterparts. This Supplemental Indenture may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

12. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

13. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by each Issuer shall bind their successors and assigns, whether so expressed or not.

14. Separability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

AmeriGas Partners, L.P.
By: AmeriGas Propane, Inc., as General Partner
/s/ Jerry E. Sheridan
Name:	Jerry E. Sheridan
Title:	Vice President – Finance and Chief Financial Officer
AmeriGas Finance Corp.
/s/ Jerry E. Sheridan
Name:	Jerry E. Sheridan
Title:	Vice President – Finance and Chief Financial Officer
U.S. Bank National Association, as Trustee
By:	/s / Constantine Hromych
	Name:	Constantine Hromych
	Title:	Vice President

EXHIBIT A

A-1

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

No. 001

$470,000,000

CUSIP: 030981 AF1

ISIN: US030981AF11

AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers”), which term includes any successor Persons under the Indenture hereinafter referred to), for value received, jointly and severally hereby promise to pay to Cede & Co, or registered assigns, the principal sum of Four Hundred Seventy Million Dollars ($470,000,000) on May 20, 2021, and to pay interest thereon from January 20, 2011 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 20 and November 20 in each year, commencing May 20, 2011 at the rate of 6.50% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more predecessor securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 5 or November 5 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more predecessor securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Issuers maintained for that purpose in the City of Philadelphia in the Commonwealth of Pennsylvania, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuers payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed under their corporate seal.

Dated:

AmeriGas Partners, L.P.
By:	AmeriGas Propane, Inc.,     its General Partner
By:
	Name:	Jerry E. Sheridan
	Title:	Vice President – Finance and Chief Financial Officer

Attest:

AmeriGas Finance Corp.
By:
	Name:	Jerry E. Sheridan
	Title:	Vice President – Finance and Chief Financial Officer

Attest:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. Bank National Association, as Trustee

By:

Authorized Signatory

Dated:

Reverse of Security

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

6.50% Senior Note due 2021

This Security is one of a duly authorized issue of securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of January 20, 2011 (herein called the “Indenture”), between the Issuers and U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited in aggregate principal amount to $470,000,000.

The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice, in whole or in part, at the election of the Issuers, at the Redemption Prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable Redemption Date, subject to the rights of holders of the Securities on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning May 20 of the years indicated below:

Year	Redemption Price
2016		103.250	%
2017		102.167	%
2018		101.083	%
2019 and thereafter		100.000	%

In the event that, on or prior to May 20, 2014, the Partnership consummates a registered public offering of its Capital Stock (other than Redeemable Capital Stock), then, within 90 days of the consummation of such registered public offering the Partnership, at its option, may use the net proceeds of such registered public offering to redeem up to 35% of the aggregate principal amount of the Securities (including any Add On Securities) at 106.50% of the principal amount thereof, plus accrued and unpaid interest to the applicable Redemption Date, if any, subject to the rights of holders of the Securities on the relevant record date to receive interest due on the relevant Interest Payment Date; provided, however, that at least 65% of the Securities originally issued, together with any Add On Securities, shall be outstanding immediately after such redemption.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

This security is non-recourse to the General Partner and the Operating Partnership.

The Indenture contains provisions for defeasance at any time of (l) the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (ii) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and (iii) the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligations of the Issuers, which are absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security can be registered in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuers or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

U.S. BANK NATIONAL ASSOCIATION

Two Liberty Place

50 S. 16th Street

Philadelphia, Pennsylvania 19109

January 20, 2011

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

460 North Gulph Road

King of Prussia, PA 19406

Re: Trustee acknowledgement of authentication of one or more Global Notes

Ladies and Gentlemen:

Pursuant to your Authentication Order dated the date hereof, given by you to the undersigned as trustee under the indenture, dated January 20, 2011, as supplemented and amended by the first supplemental indenture dated January 20, 2011 (as so supplemented and amended, the “Indenture”), among AmeriGas Partners, L.P., AmeriGas Finance Corp. (together, the “Issuers” or “you”) and the undersigned, as trustee, under which $470,000,000 aggregate principal amount of the Issuers’ 6.50% Senior Notes Due 2021 (the “Notes”) are to be issued, and in accordance with the written directions contained in said order, we acknowledge that we have authenticated one or more Global Notes in the aggregate principal amount of $470,000,000 and registered in the names and amounts requested by Credit Suisse Securities (USA) LLC, as representative of the several Underwriters, all in accordance with the Indenture.

Very truly yours,

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

1

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated January 19, 2011, by and among AmeriGas Partners, L.P., a Delaware limited partnership (the “Company”), AmeriGas Finance Corp., a Delaware corporation (the “Co-Issuer,” and together with the Company, the “Issuers”) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers and the Trustee are parties to an Indenture dated May 3, 2005 (the “Original Indenture,” together with this first amendment, the “Indenture”), providing for the issuance of an aggregate principal amount of $415,000,000 of 7.25% Senior Notes due 2015 (the “Notes”);

WHEREAS, pursuant to Section 9.2 of the Original Indenture, the Issuers and the Trustee may amend or supplement the Original Indenture or the Notes as contemplated by this First Supplemental Indenture with the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding (the “Requisite Consents”);

WHEREAS, the Company has commenced a tender offer (the “Tender Offer”) for the Notes and, in connection therewith, a solicitation of consents (the “Solicitation”) from the holders of the Notes (the “Holders”) to certain amendments to the Original Indenture as set forth in the Offer to Purchase and Consent Solicitation Statement of the Company dated January 5, 2011 (collectively, as the same may be amended, supplemented or modified from time to time, the “Tender Offer Materials”);

WHEREAS, pursuant to the Solicitation, the Issuers have received the Requisite Consents;

WHEREAS, pursuant to Sections 10.4 and 10.5 of the Indenture, there has been delivered to the Trustee on the date hereof an Officers’ Certificate and an Opinion of Counsel certifying that this First Supplemental Indenture complies with applicable provisions of the Indenture; and

WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery hereof have in all respects been duly authorized by the parties hereto.

NOW THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1) DEFINITIONS. Capitalized terms used but not defined in this First Supplemental Indenture shall have the specified meanings set forth in the Original Indenture. Any defined terms present in the Original Indenture or the Notes but no longer used as a result of the amendments made by this First Supplemental Indenture are hereby deleted. Any defined term used in the Original Indenture or the Notes that is set forth in any of the sections or clauses deleted by this First Supplemental Indenture and still used in the Original Indenture or the Notes after the amendments made by this First Supplemental Indenture become operative shall be deemed to become part of, and defined in, Section 1.1. of the Original Indenture. Such defined terms are to be in alphanumeric order within Section 1.1 of the Original Indenture.

1

2) AMENDMENTS TO INDENTURE.

a) The amendments set forth in this Supplemental Indenture shall become operative on the date that the Company notifies D.F. King & Co., Inc., in its capacity as Depositary in connection with the Tender Offer, that the Notes tendered are accepted for purchase and payment pursuant to the Tender Offer on the Initial Payment Date (as defined in the Tender Offer Materials) or if there is no Initial Payment Date, on the Final Payment Date (as defined in the Tender Offer Materials). If the Notes are not accepted for payment by the Company for any reason, the amendments set forth herein will not become operative. The Company shall give the Trustee prompt written notice of the effectiveness of the amendments.

b) The sections of the Original Indenture identified below will be deleted or amended as indicated. In addition, any references in the Indenture to sections deleted pursuant to this First Supplemental Indenture shall be of no further force and effect.

i) Sections 4.3, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 of the Original Indenture shall be deleted in their entirety, and each such section replaced with “[intentionally omitted]” in lieu thereof.

ii) Clauses (a) and (b) of Section 5.1 of the Indenture shall be replaced by the following language:

(a) The Partnership shall not consolidate or merge with or into (whether or not the Partnership is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Partnership under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee.

(b) Finance Corp. shall not consolidate or merge with or into (whether or not Finance Corp. is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless the Person formed by or surviving any such consolidation or merger (if other than Finance Corp.) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of Finance Corp. under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee.

iii) Section 6.1 of the Indenture shall be amended by deleting clauses (4), (5), (6) and (7) in their entirety and inserting “[intentionally omitted]” in lieu thereof.

iv) Section 8.4 of the Indenture shall be amended by deleting clauses (b), (c) and (f) in their entirety and inserting “[intentionally omitted]” in lieu thereof, and by replacing clause (a) with the following language:

(a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable

2

Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

3) RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes (whether heretofore or hereafter authenticated and delivered) shall be bound hereby.

4) GOVERNING LAW. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the state of New York.

5) TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

6) COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7) EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not effect the construction thereof.

8) CONFLICT WITH TIA. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this First Supplemental Indenture by any provision of the Trust Indenture Act of 1939, as amended, such required provision shall control.

9) SUCCESSORS AND ASSIGNS. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

10) SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[signature page to follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above.

COMPANY:
AMERIGAS PARTNERS, L.P. by AmeriGas Propane, Inc., as General Partner
By:	/s/ Jerry E. Sheridan
	Name:	Jerry E. Sheridan
	Title:	Vice President – Finance and Chief Financial Officer
CO-ISSUER:
AMERIGAS FINANCE CORP.
By:	/s/ Jerry E. Sheridan
	Name:	Jerry E. Sheridan
	Title:	Vice President – Finance and Chief Financial Officer
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Constantine Hromych
	Name:  Constantine Hromych
	Title:  Vice President

Signature Page to First Supplemental Indenture (Senior Notes due 2015)

EX-5.1

Exhibit 5.1

January 20, 2011

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

460 North Gulph Road

King of Prussia, PA 19406

RE: AmeriGas Partners, L.P. and AmeriGas Finance Corp.

Registration Statement on Form S-3 (Registration No. 333-159076 and 333-159076-01)

Ladies and Gentlemen:

We have acted as counsel to 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”), in connection with (i) the issuance and sale by the Issuers of $470,000,000 aggregate principal amount of their 6.50% Senior Notes due 2021 (the “Notes”) pursuant to the terms of an Underwriting Agreement, dated as of January 5, 2011 (the “Underwriting Agreement”), among the Issuers, AmeriGas Propane, L.P., AmeriGas Propane, Inc. and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, RBS Securities Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named on Schedule II thereto and (ii) the filing of the above-referenced Registration Statement (the “Registration Statement”) on May 8, 2009, under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”), pursuant to which the Notes are registered under the Act.

The Notes have been issued under an Indenture dated as of January 20, 2011, as supplemented and amended by that certain First Supplemental Indenture thereto dated as of January 20, 2011 (as so supplemented and amended, the “Indenture”), by and among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”).

In connection with this opinion letter, we have examined:

(i) the Indenture;

(ii) the Underwriting Agreement;

(iii) the Registration Statement;

(iv) the base prospectus of the Issuers, dated as of January 5, 2011, which was filed with the Commission by the Issuers on January 5, 2011 pursuant to Rule 424(b)(3) promulgated under the Act (the “Base Prospectus”), which supersedes the base prospectus dated May 8, 2009;

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

January 20, 2011

Page 2

(v) the preliminary prospectus supplement of the Issuers, dated as of January 5, 2011, which was filed by the Issuers with the Commission on January 5, 2011 pursuant to Rule 424(b)(2) promulgated under the Act;

(vi) the pricing term sheet of the Issuers, which was filed by the Issuers with the Commission on January 5, 2011 pursuant to Rule 433 promulgated under the Act;

(vii) the final prospectus supplement of the Issuers, dated as of January 5, 2011, which was filed by the Issuers with the Commission on January 6, 2011 pursuant to Rule 424(b)(2) promulgated under the Act;

(viii) originals, or copies certified or otherwise identified to our satisfaction, of the Partnership’s Certificate of Limited Partnership, as amended, and Fourth Amended and Restated Agreement of Limited Partnership, dated as of July 27, 2009, and Finance Corp.’s Articles of Incorporation and Bylaws; and

(ix) such other documents and records of the Issuers as we deemed appropriate for purposes of the opinions set forth herein.

We have assumed, without any independent investigation or verification of any kind, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

We have also assumed, without any independent investigation or verification of any kind, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture constitutes a legal, valid and binding obligation of the Trustee, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Based upon the foregoing, we are of the opinion that the Notes constitute valid and binding obligations of the Issuers.

The opinions expressed above are subject to the following limitations and qualifications:

A. The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally and general principles of equity.

B. The opinions expressed herein are limited to the laws of the State of New York, the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other state or jurisdiction. To the extent that the laws of any

2

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

January 20, 2011

Page 3

other state or jurisdiction govern any of the matters set forth herein, we have assumed that the laws of such state or jurisdictions are identical to those of the State of New York, and we express no opinion as to whether such assumption is reasonable or correct.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/    Morgan, Lewis & Bockius LLP

3