Fitch Affirms AmeriGas Partners, L.P.'s Ratings at 'BB+'; Outlook Stable

NEW YORK--(Business Wire)--
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and outstanding debt
ratings for AmeriGas Partners, L.P.'s (APU). The Rating Outlook is Stable. About
$783 million of outstanding long-term debt is affected. Fitch affirms APU as
follows:

--IDR at 'BB+';

--Senior unsecured at 'BB+';

Amerigas Propane, Inc. an indirect subsidiary of UGI Corp. owns an effective 44%
interest in APU as the general partner and a limited partner. APU is a master
limited partnership (MLP) for AmeriGas Propane, L.P. (AGP), an operating limited
partnership. The APU debt is co-issued with its special purpose financing
subsidiaries AP Eagle Finance Corp. and AmeriGas Finance Corp.

APU's ratings reflect the underlying strength of AGP's retail propane
distribution network, broad geographic reach, adequate credit metrics, and
proven ability to manage unit margins under various operating conditions.
Additionally, the company's growing ACE propane cylinder exchange business
provides modest positive cash flow during the summer months when AGP's
traditional space heating related propane distribution business is relatively
slow. APU's rating also considers the structural subordination of its debt
obligations to approximately $80 million of first mortgage notes that remain at
AGP.

APU's financial performance remains sensitive to weather conditions and general
customer conservation, and the company must continue to manage volatile supply
costs and price-induced customer conservation. The recessionary economy and
volatile price of propane, which is correlated to the price of oil, has been
exacerbating volume sales declines throughout the sector. Fitch expects
relatively high commodity price levels to persist. These factors have the
potential to lead to further customer conservation, increased bad debt expense,
and could test APU's ability to sustain its current robust gross profit margins.

Fitch notes sales volumes have declined for APU as the national economic picture
has worsened, with volumes sold down 4.1% year over year for the nine month
period ended June 30, 2009. APU is seeing volume declines in all of their
customer segments, except Amerigas Cylinder Exchange (ACE) which has seen volume
sales growth. Management reports that volume declines are being driven by the
most economically sensitive customer segments, which should see a rebound as the
economy starts to improve. Volume declines have been particularly pronounced in
APU's forklift segment, consistent with reduced shipping volumes and inventory
turns at big box retailers. Strategic account volumes are down; however,
strategic customer accounts by number are actually up 4% which could lead to the
return of or higher volumes more quickly in an economic turnaround scenario.

Even as volumes have declined, APU has managed to effectively pass through
propane supply costs to customers and fairly consistently maintained and even
grown gross margins during periods of volatile weather conditions and commodity
prices over the past several years. Gross margins have benefitted from the rapid
decline in wholesale commodity prices, which declined faster than retail prices
expanding gross margins from 32% for fiscal year 2008 to roughly 42% year to
date for the first nine months of 2009. Operating margin increased 4% to 14.4%
versus 10.3% for the nine months ended June 30, 2009 on a year over year basis.

As a result APU has maintained fairly solid credit metrics. For the 12 months
ended June 30, 2009, consolidated operating EBITDA-to-interest expense and total
debt-to-operating EBITDA equaled 4.8 times (x) and 2.5x, respectively. For
fiscal 2009, Fitch expects consolidated EBITDA to interest and debt to EBITDA
equaled 4.6x and 2.3x, respectively. Additionally, Fitch expects cash
distributions to APU, generally defined as EBITDA generated by AGP minus AGP
interest expense and maintenance capital expenditures, to cover interest on
APU's stand-alone obligations by 4.8x for fiscal 2009. Furthermore, APU's
liquidity position is expected to be more than adequate for seasonal borrowings
as we head into the winter heating season. As of June 30, 2009, APU's available
borrowing capacity under its credit agreements was $238 million.

Additional information is available at www.fitchratings.com.

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Fitch Ratings
Peter Molica, +1-212-908-0288
Ralph Pellecchia, +1-212-908-0586 (New York)
Cindy Stoller, +1-212-908-0526 (New York)
cindy.stoller@fitchratings.com

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