FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated January 19, 2011, by and among AmeriGas Partners, L.P., a Delaware limited partnership (the “Company”), AmeriGas Finance Corp., a Delaware corporation (the “Co-Issuer,” and together with the Company, the “Issuers”) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers and the Trustee are parties to an Indenture dated May 3, 2005 (the “Original Indenture,” together with this first amendment, the “Indenture”), providing for the issuance of an aggregate principal amount of $415,000,000 of 7.25% Senior Notes due 2015 (the “Notes”);

WHEREAS, pursuant to Section 9.2 of the Original Indenture, the Issuers and the Trustee may amend or supplement the Original Indenture or the Notes as contemplated by this First Supplemental Indenture with the consent of the Holders of at least a majority in aggregate principal amount of Notes then outstanding (the “Requisite Consents”);

WHEREAS, the Company has commenced a tender offer (the “Tender Offer”) for the Notes and, in connection therewith, a solicitation of consents (the “Solicitation”) from the holders of the Notes (the “Holders”) to certain amendments to the Original Indenture as set forth in the Offer to Purchase and Consent Solicitation Statement of the Company dated January 5, 2011 (collectively, as the same may be amended, supplemented or modified from time to time, the “Tender Offer Materials”);

WHEREAS, pursuant to the Solicitation, the Issuers have received the Requisite Consents;

WHEREAS, pursuant to Sections 10.4 and 10.5 of the Indenture, there has been delivered to the Trustee on the date hereof an Officers’ Certificate and an Opinion of Counsel certifying that this First Supplemental Indenture complies with applicable provisions of the Indenture; and

WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery hereof have in all respects been duly authorized by the parties hereto.

NOW THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

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(a) The Partnership shall not consolidate or merge with or into (whether or not the Partnership is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Partnership) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Partnership under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee.

(b) Finance Corp. shall not consolidate or merge with or into (whether or not Finance Corp. is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless the Person formed by or surviving any such consolidation or merger (if other than Finance Corp.) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of Finance Corp. under the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee.

(a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable

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Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

[signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above.

Signature Page to First Supplemental Indenture (Senior Notes due 2015)