RECITALSCredit Agreement • December 26th, 1996 • Amerigas Partners Lp • Retail-retail stores, nec • New York
Exhibit 1.1 AMERIGAS PARTNERS, L.P. UNDERWRITING AGREEMENTAmerigas Partners Lp • June 12th, 2003 • Retail-retail stores, nec • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "AMENDMENT") dated as of August 30, 2004, is by and between AMERIGAS PROPANE, L.P., a Delaware limited partnership (the "BORROWER"), AMERIGAS PROPANE, INC., a...Credit Agreement • August 31st, 2004 • Amerigas Partners Lp • Retail-retail stores, nec • New York
AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"), proposes to sell to the several underwriters named in Schedule I ---------- hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives,...Amerigas Partners Lp • December 6th, 2001 • Retail-retail stores, nec • New York
BACKGROUNDFinancing Agreement • December 26th, 1996 • Amerigas Partners Lp • Retail-retail stores, nec • Pennsylvania
WITNESSETH:General Security Agreement • December 14th, 2004 • Amerigas Partners Lp • Retail-retail stores, nec • New York
1 - 2 Employee's employment with the Company to the date of this Agreement and General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to the Employee's employment...Agreement and General Release • December 26th, 1996 • Amerigas Partners Lp • Retail-retail stores, nec • Pennsylvania
OFAmerigas Partners Lp • December 14th, 2004 • Retail-retail stores, nec • Delaware
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 7th, 2019 • Amerigas Partners Lp • Retail-retail stores, nec • Pennsylvania
WHEREAS, the Company and the Employee previously entered into a Change in Control Agreement, as amended and restated as of ____ (the “Existing Agreement”);
CREDIT AGREEMENT dated as of June 21, 2011 by and among AMERIGAS PROPANE, L.P., as Borrower, AMERIGAS PROPANE, INC., as a Guarantor, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Credit Agreement • November 21st, 2012 • Amerigas Partners Lp • Retail-retail stores, nec • New York
CREDIT AGREEMENT, dated as of June 21, 2011, by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the “General Partner”), the lenders who are party to this Agreement from time to time (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
AmeriGas Partners, L.P. AmeriGas Finance Corp. Underwriting AgreementAmerigas Partners Lp • February 8th, 2017 • Retail-retail stores, nec • New York
AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation and wholly owned subsidiary of the Partnership (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the respective amounts in Schedule II hereto of $525,000,000 aggregate principal amount of the Issuers’ 5.750% Senior Notes due 2027 (the “Securities”), to be issued under an indenture (the “Base Indenture”), dated as of June 27, 2016, between the Issuers and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, to be dated as of the Closing Date (as defined herein), between the Issuers and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Certain terms used herein are defined in Sec
AMENDMENT NO. 2 TO CONTRIBUTION AND REDEMPTION AGREEMENTContribution and Redemption Agreement • January 18th, 2012 • Amerigas Partners Lp • Retail-retail stores, nec
This AMENDMENT NO. 2, dated as of January 11, 2012 (this “Amendment”), to the Contribution and Redemption Agreement, dated as of October 15, 2011, as amended (the “Contribution Agreement”), is made and entered into by and among Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership and the general partner of ETP (“ETP GP”), Heritage ETC, L.P., a Delaware limited partnership (“Contributor”), and AmeriGas Partners, L.P., a Delaware limited partnership (“Acquirer”).
AMERIGAS FINANCE CORP., AMERIGAS FINANCE LLC, as Co-Issuers and AMERIGAS PARTNERS, L.P. as Guarantor and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 12, 2012Indenture • January 12th, 2012 • Amerigas Partners Lp • Retail-retail stores, nec • New York
INDENTURE, dated as of January 12, 2012, among AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.”), AmeriGas Finance LLC, a Delaware limited liability company (“Finance LLC” and, together with Finance Corp, the “Issuers”), AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), as guarantor (the “Guarantor” or the “Partnership”), each having their principal office at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee”).
CREDIT AGREEMENTCredit Agreement • April 21st, 2009 • Amerigas Partners Lp • Retail-retail stores, nec • New York
This CREDIT AGREEMENT (as the same may be amended, supplemented, assigned or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 17, 2009, among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the “General Partner”), PETROLANE INCORPORATED, a Pennsylvania corporation (“Petrolane”; the General Partner and Petrolane are, on a joint and several basis, the “Guarantors”; the Borrower, the General Partner and Petrolane are, on a joint and several basis, the “Obligors”), CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent, the several financial institutions from time to time party to this Agreement (collectively, the “Banks”; individually, a “Bank”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks (the “Agent”).
WITNESSETH:Subsidiary Security Agreement • December 14th, 2004 • Amerigas Partners Lp • Retail-retail stores, nec • New York
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERIGAS PARTNERS, L.P.Amerigas Partners Lp • December 7th, 2004 • Retail-retail stores, nec • Delaware
FORM OF CHANGE IN CONTROL AGREEMENTForm of Change in Control Agreement • May 8th, 2019 • Amerigas Partners Lp • Retail-retail stores, nec • Pennsylvania
WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction arising from the possibility of a Change in Control (as defined below), although no such change is now contemplated;
AmeriGas Partners, L.P. 8,500,000 Common Units Underwriting AgreementAmerigas Partners Lp • June 18th, 2014 • Retail-retail stores, nec • New York
CITIGROUP GLOBAL MARKETS INC. MORGAN STANLEY & CO. LLC UBS SECURITIES LLC BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES LLC RBC CAPITAL MARKETS, LLC WELLS FARGO SECURITIES, LLC
600,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 15, 2017 by and among AMERIGAS PROPANE, L.P., as Borrower, AMERIGAS PROPANE, INC., as a Guarantor, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL...Credit Agreement • December 20th, 2017 • Amerigas Partners Lp • Retail-retail stores, nec • New York
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERIGAS PARTNERS, L.P. DATED AS OF JULY 27, 2009Conveyance and Contribution Agreement • August 7th, 2009 • Amerigas Partners Lp • Retail-retail stores, nec • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERIGAS PARTNERS, L.P., dated as of July 27, 2009 is entered into by and among AmeriGas Propane, Inc., a Pennsylvania corporation, as the General Partner, and those persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 23rd, 2011 • Amerigas Partners Lp • Retail-retail stores, nec • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 17, 2011, is by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the “General Partner”), PETROLANE INCORPORATED, a Pennsylvania corporation (“Petrolane”; the General Partner and Petrolane are, on a joint and several basis, the “Guarantors”; the Borrower, the General Partner and Petrolane are, on a joint and several basis, the “Obligors”), J.P. MORGAN SECURITIES INC. and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Documentation Agent, the several financial institutions from time to time party to the Credit Agreement (collectively, the “Banks”; individually, a “Bank”) and WELLS FARGO BANK, N.A. (as successor by merger to Wachovia Bank, National Association), as agent for the Banks (the “Agent”), Issuing Bank and Swing Line Bank.
UNITHOLDER AGREEMENTUnitholder Agreement • January 18th, 2012 • Amerigas Partners Lp • Retail-retail stores, nec • Delaware
UNITHOLDER AGREEMENT, dated as of January 12, 2012 (this “Agreement”), by and among Heritage ETC, L.P., a Delaware limited partnership (“Heritage ETC”), any other Person that becomes a unitholder under this Agreement pursuant to the terms hereof (each of Heritage ETC and such other Person, a “Unitholder” and collectively, the “Unitholders”), AmeriGas Partners, L.P., a Delaware limited partnership (the “Company”), and, solely for purposes of Article III, Section 4.09 and Article V hereof, Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership (“ETP GP”), and Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE” and, together with Heritage ETC, ETP and ETP GP, the “ETP Parties”). Each party to this Agreement is sometimes referred to individually in this Agreement as a “Party” and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the “Parties.”
AMERIGAS PARTNERS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2005 • Amerigas Partners Lp • Retail-retail stores, nec • New York
Citigroup Global Markets Inc. Wachovia Capital Markets, LLC As Representatives of the Several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 18, 2014 by and among AMERIGAS PROPANE, L.P., as Borrower, AMERIGAS PROPANE, INC., as a Guarantor, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • June 24th, 2014 • Amerigas Partners Lp • Retail-retail stores, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 18, 2014, by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the “General Partner”), the lenders who are party to this Agreement from time to time (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
CONTINGENT RESIDUAL SUPPORT AGREEMENTContingent Residual Support Agreement • January 18th, 2012 • Amerigas Partners Lp • Retail-retail stores, nec • New York
This CONTINGENT RESIDUAL SUPPORT AGREEMENT (this “CRSA”) is made as of January 12, 2012 (the “Effective Date”), among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (the “Support Provider”), AMERIGAS FINANCE LLC, a Delaware limited liability company (“Finance Company”), AMERIGAS FINANCE CORP., a Delaware corporation (“Finance Corp”), AMERIGAS PARTNERS, L.P., a Delaware limited partnership (“AmeriGas”) and, for certain limited purposes only, UGI CORPORATION, a Pennsylvania corporation (“UGI”). The Support Provider, Finance Company, Finance Corp, AmeriGas and UGI may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
FORM OF CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTAmerigas Partners Lp • May 8th, 2019 • Retail-retail stores, nec • Pennsylvania
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERIGAS PARTNERS, L.P.Amerigas Partners Lp • July 31st, 2015 • Retail-retail stores, nec • Delaware
This Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. (the “Partnership”), dated as of July 27, 2015 (this “Amendment”), is entered into by AmeriGas Propane, Inc., a Pennsylvania corporation, as the General Partner, pursuant to the authority granted to the General Partner in Section 15.1 of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., dated as of July 27, 2009 (as amended to the date hereof, the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Partnership Agreement.
ContractRegistration Rights Agreement • May 6th, 2005 • Amerigas Partners Lp • Retail-retail stores, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into on May 3, 2005 by and 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”), AmeriGas Propane, L.P., a Delaware limited partnership (the “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”), 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”) and Credit Suisse First Boston LLC, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC (each, an “Initial Purchaser” and together, t
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 8th, 2012 • Amerigas Partners Lp • Retail-retail stores, nec • Pennsylvania
This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of January 12th, 2012 between AmeriGas Propane, Inc. (the “Company”) and R. Paul Grady (the “Employee”).
AmeriGas Partners, L.P.Amerigas Partners Lp • January 26th, 2006 • Retail-retail stores, nec • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • December 9th, 2005 • Amerigas Partners Lp • Retail-retail stores, nec • Pennsylvania
WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control (as defined below), although no such change is now contemplated;
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 8th, 2010 • Amerigas Partners Lp • Retail-retail stores, nec • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of July 1, 2010, is by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the “Borrower”), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the “General Partner”), PETROLANE INCORPORATED, a Pennsylvania corporation (“Petrolane”; the General Partner and Petrolane are, on a joint and several basis, the “Guarantors”; the Borrower, the General Partner and Petrolane are, on a joint and several basis, the “Obligors”), CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent, the several financial institutions from time to time party to the Credit Agreement (collectively, the “Banks”; individually, a “Bank”) and WELLS FARGO BANK, N.A. (as successor by merger to Wachovia Bank, National Association), as administrative agent for the Banks (the “Agent”).
CONFIDENTIALITY AND POST-EMPLOYMENT ACTIVITIES AGREEMENTEmployment Activities Agreement • August 19th, 2005 • Amerigas Partners Lp • Retail-retail stores, nec
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERIGAS PARTNERS, L.P.Amerigas Partners Lp • March 14th, 2012 • Retail-retail stores, nec • Delaware
This Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. (the “Partnership”), dated as of March 13, 2012 (this “Amendment”), is entered into by AmeriGas Propane, Inc., a Pennsylvania corporation, as the General Partner, pursuant to authority granted to the General Partner in Section 15.1 of the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., dated as of July 27, 2009 (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Partnership Agreement.
RESTRICTED SUBSIDIARY GUARANTEE by THE RESTRICTED SUBSIDIARIES OF AMERIGAS PROPANE, L.P. as Guarantors, for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION AND THE BANKS, Dated as of November 6, 2006Amerigas Partners Lp • December 11th, 2006 • Retail-retail stores, nec • New York
RESTRICTED SUBSIDIARY GUARANTEE, dated as of November 6, 2006 (as amended, modified or supplemented from time to time, the “Guarantee Agreement”) made by the undersigned Restricted Subsidiaries (each a “Guarantor” and collectively, the “Guarantors”) of AmeriGas Propane, L.P., a Delaware limited partnership (the “Company”) for the benefit of Wachovia Bank, National Association, as agent (the “Agent”) and the other financial institutions party to the Credit Agreement dated as of November 6, 2006 by and among the Company, the General Partner, as guarantor, Petrolane, as guarantor, the financial institutions party thereto (each a “Bank” and together the “Banks”), the Agent and the other parties thereto. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided in Credit Agreement hereto.
