RESTRICTED SUBSIDIARY GUARANTEE

RESTRICTED SUBSIDIARY GUARANTEE

by

THE RESTRICTED SUBSIDIARIES OF
AMERIGAS PROPANE, L.P.
as Guarantors,

for the benefit of

WACHOVIA BANK, NATIONAL ASSOCIATION
AND THE BANKS,

Dated as of April 17, 2009

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RESTRICTED SUBSIDIARY GUARANTEE

RESTRICTED SUBSIDIARY GUARANTEE, dated as of April 17, 2009 (as amended, modified or supplemented from time to time, the “Guarantee Agreement”) made by the undersigned Restricted Subsidiaries (each a “Guarantor” and collectively, the “Guarantors”) of AmeriGas Propane, L.P., a Delaware limited partnership (the “Company”) for the benefit of Wachovia Bank, National Association, as administrative agent (the “Agent”) and the other financial institutions party to the Credit Agreement dated as of April 17, 2009 by and among the Company, the General Partner, as guarantor, Petrolane, as guarantor, the financial institutions party thereto (each a “Bank” and together the “Banks”), the Agent and the other parties thereto. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided in Credit Agreement hereto.

W I T N E S S E T H :

WHEREAS, each of the Company, Petrolane and the General Partner has entered into the Credit Agreement with the Banks and the Agent;

WHEREAS, it is a condition precedent to the financial accommodations provided under the Credit Agreement that the Company shall have caused its Restricted Subsidiaries (other than AEPLP and any subsidiary of AEPLP) to execute and deliver this Guarantee Agreement to the Agent and the Banks;

WHEREAS, each Guarantor desires to execute this Guarantee Agreement to satisfy the conditions described in the preceding paragraph;

WHEREAS, each Guarantor is a Restricted Subsidiary of the Company; and

WHEREAS, the board of directors or equivalent governing body of each Guarantor has determined that it is in the best interest of such Guarantor to execute this Guarantee Agreement;

NOW, THEREFORE, in consideration of the benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Agent and the Banks and hereby covenants and agrees with the Agent and the Banks as follows:

Section 1. Guaranteed Obligations . Each Guarantor, jointly and severally, irrevocably and unconditionally guarantees the Obligations; provided , however , that each Guarantor shall be liable under this Guarantee Agreement for the maximum amount of such liability that can be hereby incurred without rendering this Guarantee Agreement, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. Each Guarantor understands, agrees and confirms that the Agent and the Banks may enforce this Guarantee Agreement up to the full amount of the Obligations against each Guarantor, subject as aforesaid, without proceeding against the Company, against any security for the Obligations, or under any other Guaranty covering the Obligations.

All payments made by any Guarantor under this Guarantee Agreement shall be made to the Agent for the account of the Banks and be applied as provided in Section 9.4 of the Credit Agreement. All payments shall be made no later than 12:00 noon (New York time) on the date when due and shall be made in Dollars and in immediately available funds to the Agent at the Agent’s Payment Office or at such other place as the Agent shall notify the Guarantors. All payments made by any Guarantor hereunder shall be without setoff, counterclaim or other defense.

Section 2. Obligations Exclusive . The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Obligations whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by (a) any direction as to application of payment by the Company or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Indebtedness of the Company, or (c) any payment on or in reduction of any such other guaranty or undertaking except to the extent such payment is applied to the Obligations or such reduction results from application of a payment to the Obligations, or (d) any dissolution, termination or increase, decrease or change in personnel by the Company, or (e) any payment made to any Bank or the Agent on the amounts which the Banks or the Agent repay the Company pursuant to a court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Section 3. Obligations Independent . The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other guarantor or the Company, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other guarantor or the Company and whether or not any other Guarantor, any other guarantor or the Company be joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Company or other circumstance which operates to toll any statute of limitations as to the Company shall operate to toll the statute of limitations as to each Guarantor.

Section 4. Waiver of Notice . Each Guarantor hereby waives notice of acceptance of this Guarantee Agreement and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Agent or any Bank against, and any other notice to, any party liable thereon (including such Guarantor or any other guarantor).

Section 5. Guarantee of Payment . This Guarantee Agreement is a guarantee of payment and not of collection. The Agent or any Bank may at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

(a) change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guarantee made in this Guarantee Agreement shall apply to the Obligations as so changed, extended, renewed or altered;

(b) sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst;

(c) exercise or refrain from exercising any rights against the Company or any Guarantor or others or otherwise act or refrain from acting;

(d) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Company to creditors of the Company;

(e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Company to the Obligations regardless of what liabilities of the Company remain unpaid;

(f) consent to or waive any breach of, or any act, omission or default under the Credit Agreement, any other Loan Document or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement the Credit Agreement, any other Loan Document or any of such other instruments or agreements; and/or

(g) fail to perfect any Lien granted to the Agent or to or for the benefit of any Bank to secure any of the Obligations.

Section 6. Obligations Unconditional . (a) The obligations of each Guarantor under this Guarantee Agreement are absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated (except in accordance with the terms hereof) or otherwise affected by, any circumstance or occurrence whatsoever, including without limitation: (i) any action or inaction by the Agent or any Bank as contemplated in Section 5 of this Guarantee Agreement; (ii) any invalidity, irregularity or unenforceability of all or part of the Obligations or of any security therefor; or (iii) to the extent permitted by applicable law, any other act or circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. This Guarantee Agreement is a primary obligation of each Guarantor.

(b) The obligations of each Guarantor hereunder shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Company in respect of the Obligations is rescinded or must be otherwise returned by any holder of any of the obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 7. Continuing Guarantee . This Guarantee Agreement is a continuing one and all liabilities to which it applies (or may apply) under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of the Agent or any Bank in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which the Agent or any Bank would otherwise have. No notice to or demand on any Guarantor in any case shall (i) entitle such Guarantor to any other further notice or demand in similar or other circumstances except for any notice or demand required hereunder or (ii) constitute a waiver of the rights of the Agent or any Bank to any other or further action in any circumstances without notice or demand. It is not necessary for the Agent or any Bank to inquire into the capacity or powers of the officers, directors, partners or agents acting or purporting to act on behalf of any Guarantor or the Company, and any Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 8. Subordination . Any Indebtedness of the Company now or hereafter held by any Guarantor, whether arising by subrogation, contribution or otherwise, is hereby subordinated to the Obligations as provided for below; and such Indebtedness of the Company to any Guarantor, if the Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Agent and the Banks and be paid over to the Agent on account of the Obligations, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guarantee Agreement. Prior to the transfer to any non-Affiliate by any Guarantor of any note or negotiable instrument evidencing any Indebtedness of the Company to such Guarantor, such Guarantor shall mark such note or negotiable instrument with a legend, acceptable to the Agent, that the same is subject to this subordination.

Section 9. Exhaustion of Remedies . (a) Each Guarantor waives any right (except as shall be required by applicable statute and cannot be waived) to require the Agent or the Bank to (i) proceed against the Company, any other Guarantor or any other Person, (ii) proceed against or exhaust any security held from the Company, any other Guarantor or any other Person or (iii) pursue any other remedy in the Agent’s or the Banks’ power whatsoever. Each Guarantor waives any defense based on or arising out of any defense of the Company, any other Guarantor or any other Person other than payment in full of the Obligations, including without limitation any defense based on or arising out of the disability of the Company, any other Guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company other than payment in full of the Obligations. The Agent on behalf of the Banks may, at its election, foreclose on any security held by the Agent or the Banks by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reason