THIS SUPPORT AGREEMENT, dated as of April 1, 2019 (this Agreement), is entered into by and between AmeriGas Partners, L.P., a Delaware limited partnership (the Partnership), and AmeriGas Propane, Inc., a Pennsylvania corporation and the general partner of the Partnership (the General Partner).
WHEREAS, concurrently with the execution of this Agreement, UGI Corporation, a Pennsylvania corporation (the Parent), AmeriGas Propane Holdings, Inc., a Delaware corporation, AmeriGas Propane Holdings, LLC, a Delaware limited liability company (Merger Sub), the Partnership and the General Partner are entering into an Agreement and Plan of Merger (as it may be amended from time to time, the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub shall be merged with and into the Partnership, the separate existence of Merger Sub shall cease and the Partnership shall survive and continue to exist as a Delaware limited partnership (the Merger);
WHEREAS, as of the date hereof, the General Partner is the Record Holder and beneficial owner in the aggregate of, and has the right to vote and dispose of, the number of common units representing limited partner interests in the Partnership (Common Units) set forth opposite its name on Schedule A hereto (the Existing Units);
WHEREAS, as a condition and inducement to the Partnerships willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, the General Partner is entering into this Agreement; and
WHEREAS, the General Partner acknowledges that the Partnership is entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the General Partner set forth in this Agreement and would not enter into the Merger Agreement if the General Partner did not enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the General Partner hereby agrees as follows:
1. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
Audit Committee has the meaning ascribed thereto in the Partnership Agreement.
Covered Unitholder means the General Partner and each such other Person as may later become party to this Agreement as a result of becoming a Record Holder or beneficial owner of Covered Units pursuant to Section 6(a), by joinder or otherwise.