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”).
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.”
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.”
Confidential Execution VersionAmerigas Partners Lp • January 18th, 2012 • Retail-retail stores, nec • Texas
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • January 18th, 2012 • Amerigas Partners Lp • Retail-retail stores, nec • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Second Amendment”) dated as of January 12, 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”).
