FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated April 13, 2005, by and among AmeriGas Partners, L.P., a Delaware limited partnership (the “Company”), AP Eagle Finance Corp., a Delaware corporation (the “Co-Issuer,” and together with the Company, the “Issuers”) and Wachovia Bank, National Association (as successor to First Union National Bank), 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 August 21, 2001 (the “Original Indenture”), providing for the issuance of an aggregate principal amount of $200,000,000 of 8?% Senior Subordinated Notes due 2011 (the “Notes”);

WHEREAS, the Original Indenture was amended and supplemented by a Supplemental Indenture, dated May 3, 2002 (the “First Supplemental Indenture”), pursuant to which the Issuers issued additional Notes in the aggregate principal amount of $40,000,000;

WHEREAS, the Original Indenture was further amended and supplemented by a Second Supplemental Indenture, dated December 3, 2002 (the “Second Supplemental Indenture”), pursuant to which the Issuers issued additional Notes in the aggregate principal amount of $88,000,000;

WHEREAS, the Original Indenture was further amended and supplemented by a Third Supplemental Indenture, dated April 16, 2003 (the “Third Supplemental Indenture”), pursuant to which the Issuers issued additional Notes in the aggregate principal amount of $32,000,000;

WHEREAS, the Original Indenture was further amended and supplemented by a Fourth Supplemental Indenture, dated April 27, 2004 (the “Fourth Supplemental Indenture”), pursuant to which the Issuers issued additional Notes in the aggregate principal amount of $28,000,000;

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 amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”) as set forth in the Offer to Purchase and Consent Solicitation Statement of the Company dated April 4, 2005;

WHEREAS, pursuant to the Solicitation, the Holders of at least a majority in aggregate principal amount of the Notes outstanding have consented to the amendments effected by this Fifth Supplemental Indenture in accordance with the provisions of the Indenture;

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 Fifth Supplemental Indenture complies with applicable provisions of the Indenture.

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:

2) AMENDMENTS TO INDENTURE.

(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 pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture.

(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., pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Notes and this Indenture.

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

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

COMPANY:

AMERIGAS PARTNERS, L.P.
by AmeriGas Propane, Inc., as General Partner

By:

Name: Robert W. Krick
Title: Vice President and Treasurer

CO-ISSUER:

AP EAGLE FINANCE CORP.

By:

Name: Robert W. Krick
Title: Vice President and Treasurer

TRUSTEE:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

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