Obligation AmeriGas LP 6.5% ( US030981AF11 ) en USD

AmeriGas LP

100 % ⇌

Etas-Unis

US030981AF11 ( en USD )

6.5% par an ( paiement semestriel )

19/05/2021 - Obligation échue

Prospectus brochure de l'obligation AmeriGas Partners US030981AF11 en USD 6.5%, échue

2 000 USD

470 000 000 USD

030981AF1

Ba3 ( Spéculatif )

AmeriGas Partners L.P. est une société américaine de distribution de propane, la plus importante du pays, desservant des clients résidentiels, commerciaux et industriels.

L'Obligation émise par AmeriGas LP ( Etas-Unis ) , en USD, avec le code ISIN US030981AF11, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2021

L'Obligation émise par AmeriGas LP ( Etas-Unis ) , en USD, avec le code ISIN US030981AF11, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AmeriGas LP ( Etas-Unis ) , en USD, avec le code ISIN US030981AF11, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-159076 and 333-159076-01
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Note

Offering Price

Registration Fee(1)
6.50% Senior Notes due 2021

$470,000,000

100.000%

$470,000,000

$54,567

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 5, 2011
$470,000,000
AmeriGas Partners, L.P.
AmeriGas Finance Corp.
6.50% Senior Notes Due 2021

AmeriGas Partners, L.P. and AmeriGas Finance Corp. (collectively, the "Co-Issuers") are offering $470.0 million in aggregate
principal amount of 6.50% Senior Notes due 2021 (which we refer to in this prospectus supplement as the "notes"). The notes will
bear interest at the rate of 6.50% per annum. Interest on the notes is payable on May 20 and November 20 of each year,
beginning on May 20, 2011. The notes will mature on May 20, 2021.
We may redeem some or all of the notes at any time on or after May 20, 2016. In addition, on or prior to May 20, 2014, we
may redeem up to 35% of the notes with the proceeds of a registered public equity offering. The redemption prices are described
under the caption "Summary--The Offering" in this prospectus supplement. There is no sinking fund for the notes.
We and AmeriGas Finance Corp., our co-obligor on the notes, will be co-issuers of the notes. Therefore, our obligations with
respect to the notes and those of AmeriGas Finance Corp. will be joint and several. The notes will be unsecured senior obligations
of the co-issuers and will rank equally with all existing and future senior indebtedness of the co-issuers. The notes are effectively
subordinated to any secured indebtedness of the co-issuers to the extent of the value of the assets securing such indebtedness,
and the indebtedness and other liabilities of AmeriGas Propane, L.P., our operating partnership.
Investing in the notes involves risks. See "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2010, which is incorporated by reference into this prospectus supplement, and "Risk Factors" beginning
on page S-7 of this prospectus supplement.

Underwriting
Price to
Discounts and
Proceeds to

Public(1)

Commissions

Us(1)
Per Note

100.000%

1.600%

98.400%
Total

$470,000,000

$7,520,000

$462,480,000

(1) Plus accrued interest, if any, from January 20, 2011.
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Prospectus Supplement
Delivery of the notes in book-entry form only will be made on or about January 20, 2011.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Joint Book-Running Managers
Credit Suisse
J.P. Morgan
RBS
Wells Fargo Securities
Citi

Co-Manager
PNC Capital Markets LLC
The date of this prospectus is January 5, 2011.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

FORWARD-LOOKING STATEMENTS

S-ii
SUMMARY

S-1
RISK FACTORS

S-7
RATIO OF EARNINGS TO FIXED CHARGES

S-11
USE OF PROCEEDS

S-12
CAPITALIZATION

S-13
DESCRIPTION OF NOTES

S-14
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-16
UNDERWRITING

S-21
LEGAL MATTERS

S-24
EXPERTS

S-24
INCORPORATION OF DOCUMENTS BY REFERENCE

S-25
WHERE YOU CAN FIND MORE INFORMATION

S-25

Prospectus

ABOUT THIS PROSPECTUS

1
ABOUT AMERIGAS PARTNERS, L.P.

2
ABOUT AMERIGAS FINANCE CORP.

2
RATIO OF EARNINGS TO FIXED CHARGES

3
USE OF PROCEEDS

3
DESCRIPTION OF THE DEBT SECURITIES

4
PLAN OF DISTRIBUTION

31
LEGAL MATTERS

32
EXPERTS

32
INCORPORATION OF DOCUMENTS BY REFERENCE

32
WHERE YOU CAN FIND MORE INFORMATION

33

We have not, and the underwriters have not, authorized anyone to provide any information other than that incorporated by
reference or contained in this prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on
behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We are not making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in or incorporated by reference into this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date of the applicable document.
This document is in two parts. The first part is the prospectus supplement, which describes our business and the specific terms of this
offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering.
Generally, when we refer only to the "prospectus," we are referring to both parts combined. If the description of the offering varies
between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

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Prospectus Supplement
S-i
Table of Contents
FORWARD-LOOKING STATEMENTS
Information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus may contain forward-
looking statements. Such statements use forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect," "may,"
"will," or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in
the future.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that
we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that actual results almost always
vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the
circumstances. When considering forward-looking statements, you should keep in mind the following important factors which could affect our
future results and could cause those results to differ materially from those expressed in our forward-looking statements:

· adverse weather conditions resulting in reduced demand;

· cost volatility and availability of propane, and the capacity to transport propane to our customers;

· the availability of, and our ability to consummate, acquisition or combination opportunities;

· successful integration and future performance of acquired assets or businesses;

· changes in laws and regulations, including safety, tax and accounting matters;

· competitive pressures from the same and alternative energy sources;

· failure to acquire new customers thereby reducing or limiting any increase in revenues;

· liability for environmental claims;

· increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in

reduced demand;

· adverse labor relations;

· large customer, counter-party or supplier defaults;

· liability in excess of insurance coverage for personal injury and property damage arising from explosions and other catastrophic events,

including acts of terrorism, resulting from operating hazards and risks incidental to transporting, storing and distributing propane, butane
and ammonia;

· political, regulatory and economic conditions in the United States and foreign countries;

· capital market conditions, including reduced access to capital markets and interest rate fluctuations;

· changes in commodity market prices resulting in significantly higher cash collateral requirements;

· the impact of pending and future legal proceedings; and

· the timing and success of our acquisitions and investments to grow our business.
These factors, and the factors addressed under the heading "Risk Factors" beginning on page S-7 of this prospectus supplement and "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, are not necessarily all of the important factors that
could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable
factors could also have material adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement
whether as a result of new information or future events except as required by the federal securities laws.

S-ii
Table of Contents
SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and
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Prospectus Supplement
financial statements (including the accompanying notes) appearing elsewhere in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus. Unless the context otherwise indicates, "AmeriGas Partners," "we," "our," "ours," and
"ourselves" refer to AmeriGas Partners, L.P. itself or AmeriGas Partners, L.P. and its subsidiaries on a consolidated basis, which includes
our operating partnership, AmeriGas Propane, L.P. References to our "general partner" refer to AmeriGas Propane, Inc. and references to
"AmeriGas Propane" or our "operating partnership" refer to AmeriGas Propane, L.P. References to "fiscal year" are to our fiscal years
ending September 30; for example, references to "fiscal 2010" are to our fiscal year ended September 30, 2010.
AMERIGAS PARTNERS, L.P.
We are a publicly traded limited partnership formed under Delaware law in 1994. We are the largest retail propane distributor in the
United States based on the volume of propane gallons distributed annually. We distribute more than one billion gallons of propane annually.
As of September 30, 2010, we served approximately 1.3 million residential, commercial, industrial, agricultural and motor fuel customers in
all 50 states from nearly 1,200 propane distribution locations. Typically, propane distribution locations are found in suburban and rural areas
where natural gas is not readily available.
We sell propane primarily to residential, commercial/industrial, motor fuel, agricultural and wholesale customers. We distributed over
one billion gallons of propane in fiscal 2010. Approximately 87% of our fiscal 2010 sales (based on gallons sold) were to retail accounts and
approximately 13% were to wholesale customers. Sales to residential customers in fiscal 2010 represented approximately 40% of retail gallons
sold; commercial/industrial customers 37%; motor fuel customers 13%; and agricultural customers 5%. Transport gallons, which are large-
scale deliveries to retail customers other than residential, accounted for 5% of fiscal 2010 retail gallons. No single customer represents, or is
anticipated to represent, more than 5% of our consolidated revenues.
Residential customers use propane primarily for home heating, water heating and cooking purposes. Commercial users, which include
motels, hotels, restaurants and retail stores, generally use propane for the same purposes as residential customers. Industrial customers use
propane to fire furnaces, as a cutting gas and in other process applications. Other industrial customers are large-scale heating accounts and
local gas utility customers who use propane as a supplemental fuel to meet peak load deliverability requirements. As a motor fuel, propane is
burned in internal combustion engines that power over-the-road vehicles, forklifts and stationary engines. Agricultural uses include tobacco
curing, chicken brooding and crop drying. In its wholesale operations, the Partnership principally sells propane to large industrial end-users
and other propane distributors.
We are a holding company, and we conduct our business principally through our operating partnership, AmeriGas Propane, L.P.
The common units of AmeriGas Partners, representing limited partner interests, trade on the New York Stock Exchange under the
symbol "APU."
Our executive offices are located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406. Our telephone number is (610) 337-
7000 and our website address is http://www.amerigas.com. The information on our website does not constitute a part of this prospectus. The
reference to our website address is intended as an inactive textual reference only.

S-1
Table of Contents
AMERIGAS FINANCE CORP.
AmeriGas Finance Corp. is one of our wholly owned subsidiaries. It has nominal assets and does not and will not conduct any operations
or have any employees. It was formed in 1995 for the sole purpose of acting as co-obligor of debt securities that we may issue from time to
time. AmeriGas Finance Corp. acts as co-obligor for our notes solely to allow certain institutional investors that might otherwise not be able
to invest in our securities, either because we are a limited partnership, or by reason of the legal investment laws of their states of organization
or their charters, to invest in our debt securities.
RECENT EVENTS
Concurrently with this offering, we are conducting a cash tender offer (the "Tender Offer") for any or all of the $415.0 million
outstanding principal amount of our 7.25% Series A and Series B Senior Notes due 2015 (the "2015 Notes"). In connection with the Tender
Offer, we are also seeking consents to eliminate substantially all of the restrictive covenants included in the indenture governing the 2015
Notes. The Tender Offer is scheduled to expire on February 2, 2011, subject to our right to extend the Tender Offer, with an early consent date
of January 19, 2011. The Tender Offer is being made pursuant to the Offer to Purchase and Consent Solicitation Statement issued in
connection with the Tender Offer, and this prospectus supplement is not an offer to purchase or a solicitation of any consent with respect to
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Prospectus Supplement
any of the 2015 Notes. We intend to finance the purchase of the 2015 Notes in the Tender Offer with a portion of the net proceeds from this
offering. The closing of the Tender Offer will be conditioned on, among other things, our having obtained net proceeds in this offering
sufficient to fund the purchase of all of the 2015 Notes pursuant to the Tender Offer. The Tender Offer is also conditioned on at least a
majority of the 2015 Notes being tendered and not withdrawn by the early consent date specified. We currently intend to issue a call for
redemption for any 2015 Notes that are not tendered in the Tender Offer.
According to heating degree day data provided by the National Oceanic and Atmospheric Administration, average
temperatures nationally during the quarter ended December 31, 2010 were 2.2% warmer than normal and 3.4% warmer than in the prior-year
period. Because many of our customers rely on propane as a heating fuel, our results of operations may be adversely affected by warmer-than-
normal heating season weather. See "Risk Factors--Decreases in the demand for propane because of warmer-than-normal heating season
weather or unfavorable weather may adversely affect our results of operations" in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2010.

S-2
Table of Contents
OUR STRUCTURE
AmeriGas Propane, Inc., our sole general partner and a wholly owned indirect subsidiary of UGI Corporation (NYSE:UGI), manages our
activities and conducts our business. We also utilize the employees of, and management services provided by, UGI Corporation. The chart
below depicts our organization and ownership structure. The percentages reflected in the following chart represent individual ownership
interests in us and our operating partnership. Aggregate ownership of the operating partnership is shown in the box "Effective ownership
interests in AmeriGas Propane, L.P." in the organizational chart below.

S-3
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Prospectus Supplement
Table of Contents
THE OFFERING

Co-Issuers
AmeriGas Partners, L.P. and AmeriGas Finance Corp. (the "Co-Issuers").

Notes Offered
$470.0 million in aggregate principal amount of 6.50% Senior Notes due 2021.

Maturity Date
May 20, 2021.

Interest Rate and Payment Dates
Interest on the notes will accrue at the rate of 6.50% per annum, payable semiannually in
cash in arrears on each May 20 and November 20, commencing on May 20, 2011.
Interest on the notes will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

Optional Redemption
On and after May 20, 2016, we have the right to redeem the notes, in whole or in part,
upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed
in percentages of principal amount) listed below, plus accrued and unpaid interest on the
notes to the applicable redemption date, if redeemed during the twelve-month period
beginning on May 20 of the years indicated below.

Year

Percentage
2016

103.250%
2017

102.167%
2018

101.083%
2019 and thereafter

100.000%
On or prior to May 20, 2014, we may redeem up to 35% of the notes with the proceeds
of a registered public equity offering at 106.500% of their principal amount plus accrued
and unpaid interest to the redemption date.
See "Description of Notes--Optional Redemption" beginning on page S-14 of this
prospectus supplement.

Mandatory Offer to Repurchase
If we experience specific kinds of changes in control, we must offer to repurchase the
notes at 101% of their principal amount, plus accrued and unpaid interest. See
"Description of the Debt Securities--Offers to Purchase; Repurchase at the Option of
the Debt Security Holders" beginning on page 5 of the accompanying prospectus.

Ranking
The notes will be senior unsecured joint and several obligations of AmeriGas Partners,
L.P. and AmeriGas Finance Corp. The notes will rank equal in right of payment with all
of the other existing and future senior indebtedness of the Co-Issuers (including any of
the 2015 Notes not tendered by the holders thereof in the Tender Offer, the $14.7 million
aggregate outstanding principal amount of our 8.875% Senior Notes due 2011 (the
"2011 Notes") and the $350.0 million aggregate outstanding principal amount of our
7.125% Senior Notes due 2016 (the "2016 Notes")) and senior in right of payment to
any future subordinated indebtedness of the Co-Issuers.

S-4
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The notes will be effectively subordinated to any future secured indebtedness of the Co-
Issuers to the extent of the value of the assets securing such indebtedness and will be
structurally subordinated to all existing and future secured and unsecured indebtedness
and other liabilities of our subsidiaries, including our operating partnership. After giving
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effect to the consummation of this offering, the application of the estimated net proceeds
therefrom as set forth under "Use of Proceeds" as if this offering had occurred on
September 30, 2010, and assuming we had repurchased all of the 2015 Notes in the
Tender Offer, AmeriGas Partners, L.P. would have had $834.7 million of aggregate
senior indebtedness, none of which would have been secured, and the aggregate
indebtedness of its operating partnership and its subsidiaries would have been
approximately $77.9 million. The notes will be non-recourse to our general partner.

Certain Covenants
We will issue the notes under an indenture and a first supplemental indenture thereto
each to be entered into by AmeriGas Partners, AmeriGas Finance Corp. and U.S. Bank
National Association, as trustee. The indenture governing the notes will, among other
things, restrict our ability to:

· make distributions or make certain other restricted payments;

· borrow money or issue preferred stock;

· enter into sale and leaseback transactions;

· incur liens;

· permit our subsidiaries to make distributions or make certain other restricted

payments;

· sell certain assets or merge with or into other companies;

· enter into transactions with affiliates; and

· engage in certain lines of business.
These covenants are subject to a number of important qualifications and limitations. For
more details, see "Description of the Debt Securities--Certain Covenants," beginning on
page 7 of the accompanying prospectus.

Use of Proceeds
We estimate that we will receive approximately $461.9 million from the sale of our
6.50% Senior Notes due 2021, after deducting underwriters' discounts and commissions
and offering expenses. We plan to use the net proceeds from the offering to refinance
the 2015 Notes, which mature on May 20, 2015, for a total estimated price of
approximately $432.2 million, including expenses incurred in the purchase but
excluding accrued interest. The remaining net proceeds will be used to pay down
borrowings outstanding under our operating partnership's bank credit agreements.

S-5
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No Public Trading Market
We do not intend to list the notes on any national securities exchange or to arrange for
quotation on any automated dealer quotation systems. There can be no assurance that an
active trading market will develop for the notes.

Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement and the "Risk
Factors" section in our Annual Report on Form 10-K for the fiscal year ended
September 30, 2010, which is incorporated by reference into this prospectus supplement
and the accompanying prospectus, for a discussion of factors you should carefully
consider before deciding to invest in the notes.

S-6
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Prospectus Supplement
RISK FACTORS
The securities offered by this prospectus supplement and the accompanying prospectus may involve a high degree of risk. You should read
carefully the following risk factors and the "Risk Factors" section in our Annual Report on Form 10-K for the fiscal year ended September 30,
2010, which is incorporated by reference into this prospectus supplement, in addition to the other information set forth in this prospectus
supplement and the accompanying prospectus, before making an investment in the notes.
We are a holding company and have no material operations or assets. Accordingly, noteholders will be paid only if we receive distributions
from our operating partnership after it meets its own financial obligations.
We are a holding company for our subsidiaries with no material operations and only limited assets. Our co-obligor on the notes, AmeriGas
Finance Corp., is our wholly owned finance subsidiary that conducts no business and has nominal assets. We are dependent on cash distributions
from our operating partnership, AmeriGas Propane, L.P., to service our debt obligations.
Noteholders will not receive payments required by the notes unless our operating partnership is able to make distributions to us after it first
satisfies its obligations under the terms of its own borrowing arrangements and reserves any necessary amounts to meet its own financial
obligations. Our operating partnership is required to distribute all of its available cash each quarter, less the amount of cash reserves that AmeriGas
Propane, Inc., our operating partnership's general partner and our general partner, determines is necessary or appropriate in its reasonable
discretion to provide for the proper conduct of our operating partnership's business, to enable it to make distributions to us so that we can make
timely distributions to our limited partners and the general partner under our partnership agreement during the next four quarters, or to comply with
applicable law or any of our operating partnership's debt or other agreements.
The agreements governing our operating partnership's bank credit agreements require the operating partnership to include in its cash reserves
amounts for future required payments. This limits the amount of available cash the operating partnership may distribute to us each quarter.
In addition, the agreements governing the bank credit agreements only permit quarterly distributions by the operating partnership to us if no
default exists under those agreements. Those agreements each contain various negative and affirmative covenants applicable to the operating
partnership and require the operating partnership to maintain specified financial ratios. If the operating partnership violates any of these covenants
or requirements, a default may result and distributions to us would be limited.
Noteholders may not receive payments under the notes because we are required to distribute all of our available cash and are not required
to accumulate cash for the purpose of meeting our future obligations to noteholders.
Subject to the limitations on restricted payments contained in the indenture governing the notes and the indentures governing our existing
2015 Notes and 2016 Notes, our partnership agreement requires us to distribute all of our available cash each quarter to our limited partners and
our general partner. As a result of these distribution requirements, we may not accumulate significant amounts of cash. Therefore, if our operating
partnership cannot make distributions, we may not have enough cash available to make payments on the notes.
The notes will be structurally subordinated to all indebtedness and other liabilities of our operating partnership and our subsidiaries and
effectively subordinated to any of our or our co-obligor's secured indebtedness to the extent of the value of the assets securing such
indebtedness.
The notes will be structurally subordinated to all existing and future indebtedness and other liabilities of our operating partnership and its
subsidiaries and effectively subordinated to any future secured indebtedness of us or our co-obligor on the notes to the extent of the value of the
assets securing such indebtedness.

S-7
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The notes will be structurally subordinated to all existing and future claims of creditors of our operating partnership and its subsidiaries. This
is because these creditors will have priority as to the assets of our operating partnership and its subsidiaries over our claims and, indirectly thereby,
the claims of the holders of the notes.
Thus, the notes are structurally subordinated to the claims of the lenders under our operating partnership's bank credit agreements, trade
creditors and all possible future creditors of any of our subsidiaries. In addition, the notes will be effectively subordinated to any secured
indebtedness that we or our co-obligor incur to the extent of the value of the assets securing such indebtedness.
After giving effect to the consummation of this offering, the application of the estimated net proceeds therefrom as set forth under "Use of
Proceeds" as if this offering had occurred on September 30, 2010 and assuming we had repurchased all of our 2015 Notes in the Tender Offer,
AmeriGas Partners would have had $834.7 million of aggregate senior indebtedness, none of which would have been secured, and the aggregate
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indebtedness of our operating partnership and its subsidiaries would have been approximately $77.9 million.
Our substantial debt could impair our financial condition and our ability to fulfill our debt obligations.
We have substantial indebtedness. As of September 30, 2010, we and our operating partnership on a consolidated basis had total
indebtedness of approximately $882.4 million (including current maturities of long-term debt of $20.1 million and bank loans of $91.0 million).
Our partners' capital totaled $392.9 million resulting in a ratio of debt to partners' capital of 2.25 to 1.
Holders of our operating partnership's indebtedness of $102.7 million as of September 30, 2010 will have senior rights to those of the
noteholders. Any 2015 Notes that remain outstanding after the Tender Offer and the $14.7 million principal amount of outstanding 2011 Notes and
$350.0 million principal amount of outstanding 2016 Notes will rank equally with the notes offered by this prospectus supplement. As of
September 30, 2010, we had $148.3 million in available borrowing capacity under our operating partnership's bank credit agreements. Subject to
the restrictions under the bank credit agreements and indentures governing the 2015 Notes, 2011 Notes and 2016 Notes now outstanding, our
operating partnership may incur significant additional indebtedness, which may be secured and will be effectively senior to the notes.
Our substantial indebtedness could have important consequences to you. For example, it could:

· make it more difficult for our operating partnership to distribute cash for us to satisfy our obligations with respect to the notes;

· limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

· place us at a competitive disadvantage compared to our competitors that have proportionately less debt.
If we are unable to meet our debt service obligations, we could be forced to restructure or refinance our indebtedness, seek additional equity
capital or sell assets. We may be unable to obtain financing or sell assets on satisfactory terms, or at all.
Restrictive covenants in the agreements governing our indebtedness and the indebtedness of our operating partnership may reduce our
operating flexibility.
The indenture governing the notes offered hereby, the indentures governing our existing 2015 Notes and 2016 Notes and the agreements
governing our operating partnership's bank credit agreements contain various covenants that limit our ability to:

· incur other indebtedness;

· engage in transactions with affiliates;

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· incur liens;

· make certain restricted payments;

· enter into certain business combinations and asset sale transactions;

· engage in new lines of business; and

· make investments.
These restrictions could limit our ability and the ability of our operating partnership to obtain future financings, make needed capital
expenditures, withstand a future downturn in the economy or our business, conduct operations or otherwise take advantage of business
opportunities that may arise.
The bank credit agreements also require the operating partnership to maintain specified financial ratios and satisfy other financial conditions.
The ability of our operating partnership to meet those financial ratios and conditions can be affected by events beyond its control, such as weather
conditions and general economic conditions. Accordingly, our operating partnership may be unable to meet those financial ratios and conditions.
Our breach of any of these covenants or our operating partnership's failure to meet any of those financial ratios or conditions could result in a
default under the terms of the relevant indebtedness, which could cause such indebtedness and, by reason of cross-default provisions, the notes, to
become immediately due and payable. If we are unable to repay those amounts, the lenders could initiate a bankruptcy proceeding or liquidation
proceeding or proceed against any collateral granted to them to secure that indebtedness. If the lenders under the bank credit agreements so
accelerate the repayment of borrowings, we may not have sufficient assets to repay our indebtedness, including the notes.
You may not know whether we are obligated to purchase the notes upon a change of control because of the ambiguity as to the meaning of
a sale of "all or substantially all" of our assets.
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Prospectus Supplement
The indenture for the notes provides that noteholders may require us to purchase their notes at 101% of their principal amount, plus accrued
and unpaid interest, upon the occurrence of any "change of control" event specified in the indenture for the notes and summarized in the
accompanying prospectus under "Description of the Debt Securities--Offers to Purchase; Repurchase at the Option of the Debt Security Holders."
The events that trigger a change of control include a sale of all or substantially all of our assets. The meaning of "all or substantially all" varies
according to the facts and circumstances of the subject transaction and has no clearly established meaning under New York law, which law governs
the indenture. This ambiguity as to when a sale of all or substantially all of our assets has occurred may make it difficult for holders of the notes to
determine whether we have properly identified a change of control.
We are not likely to be able to purchase the notes upon a change of control; certain transactions may not constitute a change of control.
We are not likely to be able to purchase outstanding notes upon a change of control as defined in the indenture because the existing holders
of any 2015 Notes that remain outstanding after the Tender Offer and 2016 Notes in the aggregate principal amount of $350.0 million will also
have a purchase right upon the change of control. In addition, we may be unable to purchase outstanding notes because the agreements governing
the bank credit agreements limit our operating partnership's ability to make distributions to the partnership and we are not likely to have sufficient
immediate financial resources for the repurchase.
A change of control under the indenture will result in an event of default permitting the acceleration of the debt under the indenture if we fail
to purchase notes upon the demand of the holders. Such event of default will result in an event of default permitting the acceleration of the debt
under the agreements governing the bank credit agreements, provided that the amount in default exceeds $7.5 million. We and our operating
partnership would be unable to repay simultaneously all of our indebtedness upon the acceleration of our debt.

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In addition, a change of control under the indenture will result in an event of default under the agreements governing the bank credit
agreements if the change of control results in UGI Corporation not owning directly or indirectly 100% of the general partnership interests in our
operating partnership and at least a 30% ownership interest in our operating partnership. Such events of default under the bank credit agreements
would permit the banks to accelerate repayment of the indebtedness owed to them. An acceleration of the indebtedness under the bank credit
agreements would result in an event of default under the indenture entitling the holders of the notes to declare the notes immediately due and
payable as long as the aggregate amount of such indebtedness exceeds $10.0 million. We and our operating partnership would be unable to repay
simultaneously all of our indebtedness upon the acceleration of our debt.
You will not have any purchase rights when a transaction takes place that does not meet the definition of a change of control under the
indenture because the transaction involves UGI Corporation, any of its subsidiaries or any entity in which UGI Corporation or any of its
subsidiaries beneficially owns at least 51% of the entity's voting stock. In addition, you will not have any purchase rights when a transaction takes
place that is not a change of control under the indenture, including an acquisition, refinancing or other recapitalization, notwithstanding the fact that
the transaction increases the amount of our indebtedness outstanding or otherwise affects our capital structure or credit ratings or adversely affects
the holders of the notes in some other way.
There may be no trading market for the notes.
We do not intend to list the notes to be issued under this prospectus supplement on any securities exchange or to seek approval for quotations
of the notes through any automated quotation system. There is no established market for the notes and there is a risk that:

· an active trading market for the notes will not develop;

· you will not be able to sell your notes at fair market value or at all; or

· you will not receive any specific price upon any sale of the notes.
If a public market for the notes does develop, the notes could trade at prices that may be lower than their principal amount or purchase price,
depending on many factors, including prevailing interest rates, the market for similar notes and our financial performance.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated:
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Document Outline

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