JOINDER NO. 1 TO
RESTRICTED SUBSIDIARY GUARANTEE
JOINDER NO. 1 TO RESTRICTED
SUBSIDIARY GUARANTEE (this “ Joinder ”), dated
as of July 20, 2009, by each of AmeriGas Eagle Propane, L.P.,
a Delaware limited partnership and AmeriGas Eagle Parts &
Service Inc., a Delaware corporation for the benefit of Wachovia
Bank, National Association as agent (in such capacity, the “
Agent ”) for the Banks (as defined in the Guarantee
Agreement referred to below).
A. Reference is made to
(a) that certain Credit Agreement, dated as of April 17,
2009 (as amended, supplemented or otherwise modified from time to
time, (the “ Credit Agreement ”) by and among
AmeriGas Propane, L.P. (the “ Borrower ”),
AmeriGas Propane, Inc., Petrolane Incorporated, Agent, JPMorgan
Chase Bank, N.A. as Documentation Agent and as a Bank, Citizens
Bank of Pennsylvania, as Syndication Agent and as a Bank and the
other financial institutions party thereto and (b) that
certain Restricted Subsidiary Guarantee dated as of April 17,
2009 (as amended, supplemented or otherwise modified from time to
time, the “ Guarantee Agreement ”), by the
Guarantors for the benefit of the Agent and the Banks.
B. Capitalized terms used
herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Guarantee Agreement and the Credit
Agreement.
C. The Guarantors have entered
into the Guarantee Agreement in order to induce the Banks to extend
credit to the Obligors. Section 22 of the Guarantee Agreement
provides that additional Subsidiaries may become Guarantors under
the Guarantee Agreement by execution and delivery of a counterpart
of such Guarantee Agreement. Each of the undersigned Restricted
Subsidiaries (each such Restricted Subsidiary individually a
“ New Guarantor ” and collectively the “
New Guarantors ”) is executing this Joinder in
accordance with the requirements of the Credit Agreement to become
a Guarantor under the Guarantee Agreement in order to induce the
Banks to make additional extensions of credit to the Obligors and
as consideration for the extensions of credit previously made to
the Obligors.
Accordingly, each New Guarantors
agree as follows
