AmeriGas Partners, L.P. 8,000,000 Common Units Underwriting AgreementAmerigas Partners Lp • January 21st, 2014 • Retail-retail stores, nec • New York
Heritage ETC, L.P., a Delaware limited partnership (the “Selling Unitholder”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, the respective amounts set forth in Schedule II hereto of 8,000,000 common units representing limited partner interests (the “Common Units”) in AmeriGas Partners, L.P., a Delaware limited partnership (the “Company”) (said Common Units to be sold by the Selling Unitholder being hereinafter called the “Underwritten Securities”). The Selling Unitholder also proposes to grant to the Underwriters an option to purchase up to the number of additional Common Units set forth in Schedule I hereto (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule II hereto other than you, the term Representatives as used herein shall mean you, as Underwriters.
