AMENDMENT TO CONTINGENT RESIDUAL SUPPORT AGREEMENT

Exhibit 10.1

AMENDMENT TO CONTINGENT RESIDUAL SUPPORT AGREEMENT

This Amendment to Contingent Residual Support Agreement (the “Third Amendment”) is among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (“ETP”), 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, UGI CORPORATION, a Pennsylvania corporation (“UGI”). Finance Company, Finance Corp and AmeriGas may hereinafter be referred to collectively as the “AmeriGas Parties”. ETP, the AmeriGas Parties and UGI may hereinafter be referred to collectively as the “Parties.”

WHEREAS, pursuant to that certain indenture dated January 12, 2012 (the “Indenture”), Finance Company and Finance Corp issued $1.55 billion of senior notes comprised of two tranches consisting of $550 million that mature on May 20, 2020 (the “6.75% Notes”) and $1 billion that mature on May 20, 2022 (the “7.00% Notes”). The 6.75% Notes and the 7.00% Notes are referred to collectively as the “Senior Notes”;

WHEREAS, the Parties entered into that certain Contingent Residual Support Agreement, dated as of January 12, 2012 (the “Agreement”), relating to the contingent residual support (the “Support”) that ETP agreed to provide to Finance Company in furtherance of Finance Company’s loan to AmeriGas of $1.5 billion (the “Initial Supported Debt”) and setting forth, among other things, terms and conditions under which the Initial Supported Debt and the Senior Notes may be refinanced;

WHEREAS, the Parties entered into that certain Amendment to Contingent Residual Support Agreement, dated June 20, 2016 (the “First Amendment”), whereby the Parties agreed to terminate their respective obligations under the Agreement relating to the 6.75% Notes in connection with the AmeriGas Parties’ tender and subsequent call of the 6.75% Notes and AmeriGas and Finance Corp. issued a new series of senior notes that are not subject to the Agreement;

WHEREAS, the Parties entered into that certain Amendment to Contingent Residual Support Agreement, dated December 13, 2016 (the “Second Amendment”), whereby the Parties agreed to terminate their respective obligations under the Agreement relating to $500 million of outstanding 7.00% Notes in connection with a tender by AmeriGas and Finance Corp. and AmeriGas and Finance Corp. issued a new series of senior notes that are not subject to the Agreement;

WHEREAS, the AmeriGas Parties now desire to purchase all of the outstanding 7.00% Notes as a result of (i) a tender offer for cash (the “Tender Offer”) and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer, (ii) a subsequent call (redemption) made pursuant to Article XI of the Indenture for those 7.00% Notes, if any, that are not tendered in the Tender Offer (the “Call”);

WHEREAS, the AmeriGas Parties intend to fund the Tender Offer and subsequent Call by using a portion of the proceeds from the issuance by AmeriGas and Finance Corp of a new series of senior notes (“New Notes”); and

WHEREAS, upon the tender and/or redemption of $450 million of the 7.00% Notes, the Parties wish to terminate ETP’s Support and release the Parties from their respective obligations under the Agreement.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.    Termination. The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that are properly tendered in the Tender Offer and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that Finance Company and Finance Corp properly redeem pursuant to the Call. Furthermore, the Parties agree that the Agreement will terminate at such time as $450 million of the outstanding 7.00% Notes are properly tendered pursuant to the Tender Offer and/or redeemed pursuant to the Call. For the avoidance of doubt, this Third Amendment, together with First Amendment and Second Amendment, shall terminate the Agreement, including all rights and obligations of the Parties thereunder, and the Parties agree that no payment is due to ETP under Section 6 of the Agreement in connection with this Third Amendment or the Tender Offer or Call of the 7.00% Notes.

Section 2.     Notices of Completion of Tender Offer and Call. Promptly following the completion of each of the Tender Offer and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer, the Call, the AmeriGas Parties agree to advise ETP of the amount by which the Support is decreased, such amount, in the aggregate, to be equivalent to $450 million of the outstanding 7.00% Notes.

Section 3.     New Notes Shall Not be Subject to the Agreement. Each of the Parties hereby acknowledges and agrees that the New Notes shall not be deemed Refinancing Senior Notes under the Agreement and that the respective obligations of the Parties under the Agreement shall not apply to the New Notes.

Section 4.     Counterparts. This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart.

Section 5.     Section Headings. Section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Third Amendment.

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Section 6.    Governing Law. This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the conflicts of laws provisions thereunder.

[signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed and effective as of the day and year last written below.

ENERGY TRANSFER PARTNERS, L.P.
By:		Energy Transfer Partners GP, L.P., its general partner
By:		Energy Transfer Partners, L.L.C., its general partner
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Chief Financial Officer
Date:		February 6, 2017
AMERIGAS FINANCE LLC
By:		AmeriGas Partners, L.P., its sole member
By:   AmeriGas Propane, Inc., its general partner
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President – Finance and Chief Financial Officer
Date:		February 6, 2017
AMERIGAS FINANCE CORP.
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President – Finance and Chief Financial Officer
Date:		February 6, 2017
AMERIGAS PARTNERS, L.P.
By:		AmeriGas Propane, Inc., its general partner
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President – Finance and Chief Financial Officer
Date:		February 6, 2017

[Signatures continue on next page]

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ACKNOWLEDGED AND AGREED TO BY:
UGI CORPORATION
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		President and Chief Executive Officer
Date:		February 6, 2017

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