AmeriGas Partners, L.P. AP Eagle Finance Corp. Underwriting AgreementUnderwriting Agreement • January 13th, 2006 • Amerigas Partners Lp • Retail-retail stores, nec • New York
AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AP Eagle 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 principal amount of the securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) to be dated as of January 26, 2006 (or as soon as practicable thereafter as determined by the Issuers), between the Issuers and U.S. Bank National Association, as trustee (the “Trustee”). Finance Corp., the Partnership, along with its operating partnership, AmeriGas Propane, L.P., a Delaware limited partnership (“AmeriGas Propane”), AmeriGas Eagle Propane, L.P., a Delaware limited partnership (“AmeriGas Eagle,” and together with AmeriGas Propane, the
