--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.