JOINDER NO. 2 TO
RESTRICTED SUBSIDIARY GUARANTEE
JOINDER NO. 2 TO RESTRICTED
SUBSIDIARY GUARANTEE (this “ Joinder ”), dated
as of July 20, 2009, by 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 (“ Wachovia ”), 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 November 6,
2006 (as amended, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”), among AmeriGas
Propane, L.P, a Delaware limited partnership, AmeriGas Propane,
Inc., a Pennsylvania corporation, Petrolane Incorporated, a
Pennsylvania corporation, the several financial institutions from
time to time party thereto (the “ Banks ”), the
Agent, Citigroup Global Markets Inc., as syndication agent, and
J.P. Morgan Securities, Inc. and Credit Suisse Securities
(USA) LLC as Co-Documentation Agents and (b) that certain
Restricted Subsidiary Guarantee dated as of November 6, 2006 (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 extension
