AMERIGAS FINANCE CORP
CREDIT AGREEMENT DATED AS OF AUGUST 28, 2003
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>w90930exv10w1.txt
<DESCRIPTION>CREDIT AGREEMENT DATED AS OF AUGUST 28, 2003
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                                CREDIT AGREEMENT

                           Dated as of August 28, 2003

                                      among

                             AMERIGAS PROPANE, L.P.,
                                  as Borrower,

                             AMERIGAS PROPANE, INC.,
                                 as a Guarantor,

                             PETROLANE INCORPORATED,
                                 as a Guarantor,

                               CITICORP USA, INC.,
                              as Syndication Agent,

      CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch,
                             as Documentation Agent,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                   as Agent, Issuing Bank and Swing Line Bank,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

================================================================================

                         WACHOVIA CAPITAL MARKETS, LLC,
                         Lead Arranger and Book Manager

<PAGE>

                                Credit Agreement
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                                    Page
<S>                                                                                                                 <C>
ARTICLE I DEFINITIONS..........................................................................................       1
         1.1      Certain Defined Terms........................................................................       1
         1.2      Other Interpretive Provisions................................................................      30
         1.3      Accounting Principles........................................................................      31

ARTICLE II THE CREDITS.........................................................................................      31
         2.1      Amounts and Terms of Commitments.............................................................      31
         2.2      Loan Accounts................................................................................      32
         2.3      Procedure for Borrowing......................................................................      33
         2.4      Conversion and Continuation Elections........................................................      34
         2.5      Voluntary Termination or Reduction of Commitments............................................      35
         2.6      Optional Prepayments.........................................................................      35
         2.7      Mandatory Prepayments of Loans; Mandatory Commitment Reductions..............................      36
         2.8      Repayment....................................................................................      37
         2.9      Interest.....................................................................................      37
         2.10     Fees.........................................................................................      38
         2.11     Computation of Fees and Interest.............................................................      39
         2.12     Payments by the Borrower.....................................................................      40
         2.13     Payments by the Banks to the Agent, etc......................................................      40
         2.14     Sharing of Payments, etc.....................................................................      41
         2.15     Revolving Termination Date...................................................................      41
         2.16     Swing Line Loans.............................................................................      42

ARTICLE III THE LETTERS OF CREDIT..............................................................................      45
         3.1      The Letter of Credit Subfacility.............................................................      45
         3.2      Issuance, Amendment and Renewal of Letters of Credit.........................................      46
         3.3      Risk Participations, Drawings and Reimbursements.............................................      48
         3.4      Repayment of Participations..................................................................      49
         3.5      Role of the Issuing Bank.....................................................................      49
         3.6      Obligations Absolute.........................................................................      50
         3.7      Cash Collateral Pledge.......................................................................      51
         3.8      Letter of Credit Fees........................................................................      51
         3.9      Applicability of ISP98 and UCP...............................................................      52
         3.10     Conflict with L/C Application................................................................      52

ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................      52
         4.1      Taxes........................................................................................      52
         4.2      Illegality...................................................................................      54
         4.3      Increased Costs and Reduction of Return......................................................      54
         4.4      Funding Losses...............................................................................      55
         4.5      Inability to Determine Rates.................................................................      56
         4.6      Certificates of Banks........................................................................      56
         4.7      Substitution of Banks........................................................................      57
</TABLE>

                                       -i-
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         4.8      Survival.....................................................................................      57

ARTICLE V CONDITIONS PRECEDENT.................................................................................      57
         5.1      Conditions to Effectiveness..................................................................      57
         5.2      Conditions to All Borrowings.................................................................      60

ARTICLE VI REPRESENTATIONS AND WARRANTIES......................................................................      61
         6.1      Organization, Standing, etc..................................................................      61
         6.2      Partnership Interests and Subsidiaries.......................................................      61
         6.3      Qualification; Corporate or Partnership Authorization........................................      62
         6.4      Financial Statements.........................................................................      62
         6.5      Changes, etc.................................................................................      62
         6.6      Tax Returns and Payments.....................................................................      63
         6.7      Indebtedness.................................................................................      63
         6.8      Transfer of Assets and Business..............................................................      63
         6.9      Litigation, etc..............................................................................      64
         6.10     Compliance with Other Instruments, etc.......................................................      64
         6.11     Governmental Consent.........................................................................      65
         6.12     Investment Company Act.......................................................................      65
         6.13     Public Utility Holding Company Act...........................................................      65
         6.14     Chief Executive Office.......................................................................      65
         6.15     Matters Relating to Petrolane................................................................      65
         6.16     Matters Relating to the General Partner......................................................      66
         6.17     ERISA Compliance.............................................................................      66
         6.18     Use of Proceeds; Margin Regulations..........................................................      66
         6.19     Environmental Warranties.....................................................................      66
         6.20     Copyrights, Patents, Trademarks and Licenses, etc............................................      68
         6.21     Insurance....................................................................................      68
         6.22     Full Disclosure..............................................................................      68
         6.23     Solvency.....................................................................................      68
         6.24     Title Insurance..............................................................................      69
         6.25     Mortgages....................................................................................      69
         6.26     Security Interest; Parity Debt...............................................................      69
         6.27     PPD/GP Debt Contributions....................................................................      70
         6.28     State Mortgage Taxes.........................................................................      70
         6.29     Tax Disclosure...............................................................................      70

ARTICLE VII AFFIRMATIVE COVENANTS..............................................................................      71
         7.1      Financial Statements.........................................................................      71
         7.2      Reserved.....................................................................................      75
         7.3      Adequate Reserves............................................................................      75
         7.4      Partnership or Corporate Existence; Business; Compliance with Laws...........................      75
         7.5      Payment of Taxes and Claims..................................................................      75
         7.6      Maintenance of Properties; Insurance.........................................................      76
         7.7      License Agreements...........................................................................      76
         7.8      Chief Executive Office.......................................................................      76
         7.9      Guarantors...................................................................................      76
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         7.10     New Mortgages; Recordation...................................................................      76
         7.11     Further Assurances...........................................................................      77
         7.12     Covenant to Secure Notes Equally.............................................................      77
         7.13     Designations With Respect to Subsidiaries....................................................      77
         7.14     Covenants of the General Partner and Petrolane...............................................      78
         7.15     Books and Records............................................................................      79
         7.16     Environmental Covenant.......................................................................      80
         7.17     Post Closing.................................................................................      80
         7.18     Tax Disclosure...............................................................................      80

ARTICLE VIII NEGATIVE COVENANTS................................................................................      80
         8.1      Indebtedness.................................................................................      81
         8.2      Minimum Interest Coverage....................................................................      83
         8.3      Liens, etc...................................................................................      83
         8.4      Investments, Contingent Obligations, etc.....................................................      86
         8.5      Restricted Payments..........................................................................      88
         8.6      Transactions with Affiliates.................................................................      89
         8.7      Subsidiary Stock and Indebtedness............................................................      89
         8.8      Consolidation, Merger, Sale of Assets, etc...................................................      90
         8.9      Use of Proceeds..............................................................................      94
         8.10     Change in Business...........................................................................      94
         8.11     Accounting Changes...........................................................................      94
         8.12     Clean Down...................................................................................      95
         8.13     Receivables..................................................................................      95
         8.14     Leverage Ratio...............................................................................      95
         8.15     Acquisitions.................................................................................      95
         8.16     Limitation on Restricted Agreements..........................................................      95
         8.17     AEPLP........................................................................................      96

ARTICLE IX EVENTS OF DEFAULT...................................................................................      98
         9.1      Event of Default.............................................................................      98
         9.2      Remedies.....................................................................................     101
         9.3      Rights Not Exclusive.........................................................................     102
         9.4      Application of Funds.........................................................................     102

ARTICLE X THE AGENT............................................................................................     103
         10.1     Appointment and Authorization................................................................     103
         10.2     Delegation of Duties.........................................................................     103
         10.3     Liability of Agent...........................................................................     103
         10.4     Reliance by Agent............................................................................     104
         10.5     Notice of Default............................................................................     104
         10.6     Credit Decision..............................................................................     104
         10.7     Indemnification..............................................................................     105
         10.8     Agent in Individual Capacity.................................................................     105
         10.9     Successor Agent..............................................................................     106
         10.10    Agent May File Proofs of Claim...............................................................     106
         10.11    Collateral and Guaranty Matters..............................................................     107
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         10.12    Other Agents; Arrangers and Managers.........................................................     107
         10.13    Withholding Tax..............................................................................     108

ARTICLE XI GUARANTEE...........................................................................................     109
         11.1     Each Guaranteed Obligation...................................................................     109
         11.2     Obligations Exclusive........................................................................     109
         11.3     Obligations Independent......................................................................     110
         11.4     Waiver of Notice.............................................................................     110
         11.5     Guarantee of Payment.........................................................................     110
         11.6     Obligations Unconditional....................................................................     111
         11.7     Continuing Guarantee.........................................................................     111
         11.8     Subordination................................................................................     112
         11.9     Exhaustion of Remedies.......................................................................     112
         11.10    Reinstatement................................................................................     114

ARTICLE XII MISCELLANEOUS......................................................................................     114
         12.1     Amendments and Waivers.......................................................................     114
         12.2     Notices and Other Communications; Facsimile Copies...........................................     116
         12.3     No Waiver; Cumulative Remedies...............................................................     116
         12.4     Costs and Expenses...........................................................................     117
         12.5     Indemnity....................................................................................     117
         12.6     Liability....................................................................................     118
         12.7     Payments Set Aside...........................................................................     119
         12.8     Successors and Assigns.......................................................................     120
         12.9     Assignments, Participations. etc.............................................................     120
         12.10    Confidentiality..............................................................................     122
         12.11    Set-off......................................................................................     123
         12.12    Notification of Addresses; etc...............................................................     123
         12.13    Counterparts.................................................................................     124
         12.14    Severability.................................................................................     124
         12.15    No Third Parties Benefited...................................................................     124
         12.16    Governing Law and Jurisdiction...............................................................     124
         12.17    Waiver of Jury Trial.........................................................................     124
         12.18    Entire Agreement.............................................................................     125
         12.19    Collateral Agency Agreement..................................................................     125
         12.20    Ratification and Confirmation of the Security Documents......................................     125
         12.21    Interest Rate Limitation.....................................................................     125
         12.22    Survival of Representations and Warranties...................................................     126
</TABLE>

                                       iv
<PAGE>

                                Table of Contents

Schedules

         Schedule 2.1:     Commitments and Percentages

         Schedule 3.1(a):  Existing Letters of Credit

         Schedule 5.1(p):  Mortgage Amendment Sites

         Schedule 6.2:     Partnership Interests and Subsidiaries

         Schedule 6.3:     Foreign Qualifications

         Schedule 6.7:     Permitted Indebtedness

         Schedule 6.8(a):  Permits and Consents

         Schedule 6.9:     Litigation

         Schedule 6.15:    Matters Relating to Petrolane

         Schedule 6.16:    Matters Relating to General Partner

         Schedule 6.19:    Environmental Liabilities

         Schedule 6.20:    Copyrights, Patents, Trademarks and Licenses, Etc.

         Schedule 6.24:    Real Property with Title Insurance or Value in Excess
                           of $1,000,000

         Schedule 6.25:    Real Property Owned by the Borrower or a Restricted
                           Subsidiary and Subject to a Mortgage

         Schedule 8.4(i):  Investments in Atlantic Energy, Inc.

         Schedule 12.2:    Offshore and Domestic Lending Office, Addresses for
                           Notices

Exhibits

         Exhibit A-1:      Notice of Borrowing (Swing Line Loans)

         Exhibit A-2:      Notice of Borrowing (Revolving Loans/Acquisition
                           Loans)

         Exhibit B:        Notice of Conversion/ Continuation

         Exhibit C:        Form of Commitment Termination Date Extension Request

         Exhibit D:        Form of Compliance Certificate

         Exhibit E:        Form of Mortgage

         Exhibit F:        Form of Assignment and Acceptance Agreement

         Exhibit G-1:      Form of Promissory Note (Acquisition Loans)

         Exhibit G-2:      Form of Promissory Note (Revolving Loans)

         Exhibit H:        Form of Post-Closing Agreement

         Exhibit I:        Form of Subordination Provisions

                                       -i-
<PAGE>

                                CREDIT AGREEMENT

                  This CREDIT AGREEMENT (as the same may be amended,
supplemented, assigned or otherwise modified from time to time in accordance
with the terms hereof, this "AGREEMENT"), dated as of August 28, 2003, among
AMERIGAS PROPANE, L.P., a Delaware limited partnership (the "BORROWER"),
AMERIGAS PROPANE, INC., a Pennsylvania corporation (the "GENERAL PARTNER"),
PETROLANE INCORPORATED, a Pennsylvania corporation ("PETROLANE"; the General
Partner and Petrolane are, on a joint and several basis, the "GUARANTORS"; the
Borrower, the General Partner and Petrolane are, on a joint and several basis,
the "OBLIGORS"), CITICORP USA INC., as Syndication Agent, CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch, as Documentation Agent, the
several financial institutions from time to time party to this Agreement
(collectively, the "BANKS"; individually, a "BANK") and WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent for the Banks (the "AGENT"), issuing bank
and swing line bank.

                  WHEREAS, the Obligors have requested that (i) the $100,000,000
of Revolving Commitments under (and as defined in) the Existing Credit Agreement
and the related Revolving Loans outstanding under (and as defined in) the
Existing Credit Agreement be terminated and replaced with the $100,000,000 of
Revolving Commitments and Revolving Loans under this Agreement, the proceeds of
which are to be used by the Borrower for working capital and general purposes of
the Borrower; (ii) the $75,000,000 of Acquisition Commitments under (and as
defined in) the Existing Credit Agreement and the related Acquisition Loans and
Specified Acquisition Loans outstanding under (and as defined in) the Existing
Credit Agreement be terminated and replaced with the $75,000,000 of Acquisition
Commitments and Acquisition Loans and Specified Acquisition Loans under this
Agreement, the proceeds of which are to be used by the Borrower to finance
acquisitions, or with respect to Specified Acquisition Loans, for working
capital and general purposes of the Borrower and (iii) the Existing Credit
Agreement otherwise be paid in full and the commitments thereunder be
terminated; and

                  WHEREAS, the Banks are willing, on the terms and subject to
the conditions set forth in this Agreement, to enter into, and to extend credit
under, this Agreement as more particularly hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1      Certain Defined Terms. The following terms have the following
meanings:

                  "ACQUIRED DEBT" means with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person
merged with or into or became a Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person
and (ii) Indebtedness encumbering any asset acquired by such specified Person.

                                        1
<PAGE>

                  "ACQUISITION" means, as to any Person, any acquisition or
investment by such Person, whether by means of (a) the purchase or other
acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, guaranty of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person, or (c) an Asset Acquisition.

                  "ACQUISITION COMMITMENT" has the meaning specified in Section
2.1(a).

                  "ACQUISITION LOAN" has the meaning specified in Section
2.1(a).

                  "ACQUISITION LOAN TERMINATION DATE" means the earlier to occur
of:

                  (a)      October 15, 2006; and

                  (b)      the date on which the Acquisition Commitments
terminate in accordance with the provisions of this Agreement.

                  "AEPH" means AmeriGas Eagle Holdings, Inc. (formerly CP
Holdings, Inc.), a Delaware corporation.

                  "AEPI" means AmeriGas Eagle Propane, Inc. (formerly Columbia
Propane Corporation), a Delaware corporation.

                  "AEPLP" means AmeriGas Eagle Propane, L.P. (formerly Columbia
Propane, L.P.), a Delaware limited partnership.

                  "AEPLP ACQUISITIONS" has the meaning specified in Section
8.15.

                  "AEPLP AVAILABLE DATE" means the earliest of (i) 180 days
after the expiration of the Debt Indemnity provided under the National Propane
Purchase Agreement, (ii) the purchase by AEPLP of the partnership interest of
the Special Limited Partner (as defined in the AEPLP Partnership Agreement) in
AEPLP pursuant to the Special Limited Partner's put option under Section 4.5 of
the AEPLP Partnership Agreement and (iii) the purchase by AEPLP of the
partnership interest of the Special Limited Partner in AEPLP pursuant to AEPLP's
call option under Section 4.5 of the AEPLP Partnership Agreement.

                  "AEPLP PARTNERSHIP AGREEMENT" means that certain Amended and
Restated Agreement of Limited Partnership of National Propane, L.P. (renamed
AEPLP), dated as of July 19, 1999, by and among AEPI, AEPH, and National Propane
Corporation, as amended, supplemented, or otherwise modified from time to time.

                  "AEPLP SECURITY DATE" has the meaning specified in Section
8.17.

                  "AEPLP SUBSIDIARY GUARANTY" has the meaning specified in
Section 8.17.

                  "AEPLP TAXES" means all federal, state, local or foreign
taxes, governmental fees or like charges of any kind whatsoever, whether
disputed or not.

                                        2
<PAGE>

                  "AFFECTED BANK" has the meaning specified in Section 4.7.

                  "AFFILIATE" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person shall be deemed to control another Person if
the controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract, or otherwise.

                  "AGENT" means Wachovia in its capacity as administrative agent
for the Banks hereunder, and any successor agent arising under Section 10.9.

                  "AGENT-RELATED PERSONS" means the Agent, together with its
Affiliates (including, in the case of Wachovia in its capacity as the Agent, the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

                  "AGENT'S PAYMENT OFFICE" means the address for payments set
forth on Schedule 12.2 hereto in relation to the Agent, or such other address as
the Agent may from time to time specify by written notice to the Borrower and
the Banks.

                  "AGREEMENT" has the meaning specified in the introductory
clause hereto.

                  "AMERIGAS EAGLE PARTS & SERVICE" means AmeriGas Eagle Parts &
Service, Inc., a Delaware corporation.

                  "ANNUAL LIMIT" has the meaning specified in Section 8.4(c).

                  "APPLICABLE MARGIN" means

                  (i)      with respect to Base Rate Loans, 0%; and

                  (ii)     with respect to Eurodollar Rate Loans,

                  the applicable margin set forth below at such time as a
Pricing Tier (the "PRICING TIER") set forth below is applicable:

<TABLE>
<CAPTION>
Pricing Tier            Funded Debt Ratio                  Margin
------------            -----------------                  ------
<S>               <C>                                      <C>
I                 Less than or equal to 1.75x              1.0000%

II                Greater than 1.75x but less              1.2500%
                  than or equal to 2.75x

III               Greater than 2.75x but less              1.3750%
                  than or equal to 3.25x

IV                Greater than 3.25x but less              1.6250%
                  than or equal to 3.75x
</TABLE>

                                        3
<PAGE>

<TABLE>
<S>               <C>                                      <C>
V                 Greater than 3.75x but less              1.7500%
                  than or equal to 4.25x

VI                Greater than 4.25x but less              2.0000%
                  than or equal to 4.75x

VII               Greater than 4.75                        2.2500%
</TABLE>

For the purpose of determining the applicable Pricing Tier above and subject to
the last sentence of this paragraph, EBITDA shall be determined as at the end of
each fiscal quarter for the four fiscal quarters then ending and Funded Debt
shall be determined as at the end of each fiscal quarter for which such
calculation is being determined. Pricing changes shall be effective on the later
of (i) 45 days after the end of each of the first three fiscal quarters of each
fiscal year and 90 days after each fiscal year end and (ii) the Agent's receipt
of financial statements hereunder for such fiscal quarter or fiscal year;
provided, however, that if the financial statements are not delivered when due
in accordance with Section 7.1, then Pricing Tier VII shall apply as of the
first Business Day after the date on which such financial statements were
required to have been delivered until the date upon which such financial
statements are delivered to the Agent. For the period from the Closing Date
through December 29, 2003, the applicable Pricing Tier shall be determined by
reference to the Compliance Certificate delivered pursuant to Section 5.1(k).

                  "ARRANGER" means Wachovia Capital Markets, LLC.

                  "ASSET ACQUISITION" means (a) an Investment by the Borrower or
any Restricted Subsidiary in any other Person pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged with or into the
Borrower or any Restricted Subsidiary, (b) the acquisition by the Borrower or
any Restricted Subsidiary of the assets of any Person (other than a Restricted
Subsidiary) which constitute all or substantially all of the assets of such
Person or (c) the purchase or other acquisition by the Borrower or any
Restricted Subsidiary (in one or a series of transactions) of any division or
line of business of any Person (other than a Restricted Subsidiary).

                  "ASSET SALE" has the meaning specified in Section 8.8(c).

                  "ASSETS" means the assets owned by, licensed to, leased or
otherwise used in the business by the Borrower and its Subsidiaries.

                  "ASSIGNEE" has the meaning specified in Section 12.9(a).

                  "ATLANTIC ENERGY" means Atlantic Energy, Inc., a Delaware
corporation.

                  "ATTORNEY COSTS" means and includes all reasonable fees and
disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all reasonable disbursements of
internal counsel.

                  "AUTO-RENEWAL LETTER OF CREDIT" has the meaning specified in
Section 3.2(d).

                                        4
<PAGE>

                  "AVAILABLE CASH" as to any calendar quarter means

                  (a)      the sum of (i) all cash of the Borrower and the
Restricted Subsidiaries on hand at the end of such quarter and (ii) all
additional cash of the Borrower and the Restricted Subsidiaries on hand on the
date of determination of Available Cash with respect to such quarter resulting
from borrowings subsequent to the end of such quarter, less

                  (b)      the amount of cash reserves that is necessary or
appropriate in the reasonable discretion of the General Partner to (i) provide
for the proper conduct of the business of the Borrower and the Restricted
Subsidiaries (including reserves for future capital expenditures) subsequent to
such quarter, (ii) provide funds for distributions under Sections 5.3(a), (b)
and (c) or 5.4(a) of the partnership agreement of the Public Partnership (such
Sections as in effect on the Closing Date, together with all related
definitions, being hereby incorporated herein in the form included in such
partnership agreement on the Closing Date and without regard to any subsequent
amendments or waivers of the provisions of, or any termination of, such
partnership agreement) in respect of any one or more of the next four quarters,
or (iii) comply with applicable law or any debt instrument or other agreement or
obligation to which the Borrower or any Restricted Subsidiary is a party or its
assets are subject; provided, however, that Available Cash attributable to any
Restricted Subsidiary shall be excluded to the extent dividends or distributions
of such Available Cash by such Restricted Subsidiary are not at the date of
determination permitted by the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or other regulation.

                  In addition, without limiting the foregoing, Available Cash
shall reflect a reserve equal to 50% of the interest to be paid on the First
Mortgage Notes and the Acquisition Loans in the next fiscal quarter and,
beginning with a date three fiscal quarters before a scheduled principal payment
date on the First Mortgage Notes, the Revolving Loans or the Acquisition Loans,
25% of the aggregate principal amount thereof due on any such payment date in
the third succeeding fiscal quarter, 50% of the aggregate principal amount due
on any such quarterly payment date in the second succeeding fiscal quarter and
75% of the aggregate principal amount due on any quarterly payment date in the
next succeeding fiscal quarter on such notes and facilities. The foregoing
reserves for principal amounts to be paid shall be reduced by the aggregate
amount of advances available to the Borrower from responsible financial
institutions under binding, irrevocable credit facility commitments (and which
are subject to no conditions which the Borrower is unable to meet) and letters
of credit to be used to refinance such principal (so long as no repayment
obligations under such credit facilities and no reimbursement obligation with
respect to any such letter of credit would come due within three quarters).

                  "AVERAGE CONSOLIDATED PRO FORMA DEBT SERVICE" means as of any
date of determination, the average amount payable by the Borrower and the
Restricted Subsidiaries on a consolidated basis during all periods of four
consecutive calendar quarters, commencing with the calendar quarter in which
such date of determination occurs and ending June 30, 2010, in respect of
scheduled interest (but not principal) payments with respect to all Indebtedness
of the Borrower and the Restricted Subsidiaries outstanding on such date of
determination, after giving effect to any Indebtedness proposed on such date to
be incurred and to the substantially concurrent repayment of any other
Indebtedness (a) including actual payments of Capitalized Lease Liabilities, (b)
assuming, in the case of Indebtedness (other than Indebtedness referred to

                                        5
<PAGE>

in clause (c) below) bearing interest at fluctuating interest rates which cannot
be determined in advance, that the rate actually in effect on such date will
remain in effect throughout such period, and (c) including only actual interest
payments associated with the Indebtedness incurred pursuant to Section 8.1(e)
during the most recent four consecutive calendar quarters.

                  "BANK" has the meaning specified in the introductory clause
hereto.

                  "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of
1978, as amended (11 U.S.C. Section 101, et seq.).

                  "BASE RATE" means for any day a fluctuating rate per annum
equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) Prime
Rate.

                  "BASE RATE LOAN" means a Loan that bears interest based on the
Base Rate.

                  "BOFA" means Bank of America, N.A.

                  "BORROWER" has the meaning specified in the introductory
clause hereto.

                  "BORROWER FINANCIALS" has the meaning specified in Section
7.1.

                  "BORROWER'S ACCOUNT" means the account maintained by the
Borrower with Mellon Bank, N.A. and designated as account number 094-0764 or
such other account designated by the Borrower in writing.

                  "BORROWING" means a borrowing hereunder consisting of Loans of
the same Type made to the Borrower on the same day by the Banks (or in the case
of Swing Line Loans, by the Swing Line Bank) and, in the case of Eurodollar Rate
Loans, having the same Interest Period, in either case under Article II.

                  "BORROWING DATE" means any date on which a Borrowing occurs
under Section 2.3.

                  "BUSINESS" means the business of wholesale and retail sales,
distribution and storage of propane gas and related petroleum derivative
products and the retail sale of propane related supplies and equipment,
including home appliances.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under the laws of,
or are in fact closed in, the state where the Agent's Payment Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

                  "CAPITAL ADEQUACY REGULATION" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a bank.

                                        6
<PAGE>

                  "CAPITAL STOCK" means with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, including, with respect to
partnerships and limited liability companies, partnership interests (whether
general or limited) or membership interests and any other interest or
participation that confers upon a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such partnership or
limited liability company, and any rights (other than debt securities
convertible into capital stock), warrants or options exchangeable for or
convertible into such capital stock.

                  "CAPITALIZED LEASE LIABILITIES" means all monetary obligations
of the Borrower or any of its Restricted Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the principal components
thereof.

                  "CAPPED INVESTMENTS" has the meaning specified in Section
8.17(a).

                  "CARRYOVER THRESHOLD" has the meaning specified in Section
8.15.

                  "CASH COLLATERALIZE" means to pledge and deposit with or
deliver to the Agent, for the benefit of the Agent, the Issuing Bank and the
Banks, as additional collateral for the L/C Obligations, cash or deposit account
balances pursuant to documentation in form and substance reasonably satisfactory
to the Agent and the Issuing Bank (which documents are hereby consented to by
the Banks). Derivatives of such term shall have corresponding meanings.

                  "CASH EQUIVALENTS" has the meaning specified in Section
8.4(a).

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "CHANGE OF CONTROL" means (i) UGI shall fail to own directly
or indirectly 100% of the general partnership interests in the Borrower, or, if
the Borrower shall have been converted to a corporate form, at least 51% of the
voting shares of the Borrower; or (ii) UGI shall fail to own directly or
indirectly at least a 30% ownership interest in the Borrower.

                  "CLOSING DATE" means the date on which all conditions
precedent set forth in Section 5.1 are satisfied or waived by the Banks.

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder, in each case as in effect from time to
time.

                  "COLLATERAL AGENCY AGREEMENT" means the Intercreditor and
Agency Agreement dated as of April 19, 1995 among the Obligors, the Restricted
Subsidiaries, the Agent, the holders of the Series A-C First Mortgage Notes and
the Collateral Agent, as the same may be amended, supplemented, assigned or
otherwise modified from time to time.

                  "COLLATERAL AGENT" means Wachovia and its successors and/or
assigns, in its capacity as Collateral Agent under the Security Documents.

                                        7
<PAGE>

                  "COLUMBIA ACQUISITION" means the acquisition by the Borrower
of the propane distribution business of Columbia Energy Group, a Delaware
corporation, pursuant to the Columbia Purchase Agreement.

                  "COLUMBIA PURCHASE AGREEMENT" means that certain Purchase
Agreement, dated as of January 30, 2001, and amended and restated on August 7,
2001 by and among Columbia Energy Group, a Delaware corporation, AEPI, AEPLP,
the Borrower, the Public Partnership and the General Partner, as amended,
supplemented or otherwise modified from time to time.

                  "COMMITMENT", as to each Bank, means its Revolving Commitment
and its Acquisition Commitment.

                  "COMMITMENT LETTER" shall mean that certain letter, dated June
16, 2003, among the Borrower, the Agent and the Arranger.

                  "COMMITMENT TERMINATION DATE EXTENSION REQUEST" means a
request substantially in the form of Exhibit C.

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
the form of Exhibit D.

                  "CONSOLIDATED CASH FLOW" means with respect to the Borrower
and the Restricted Subsidiaries for any period, (1) the sum of, without
duplication, the amounts for such period, taken as a single accounting period,
of (a) Consolidated Net Income, (b) Consolidated Non-Cash Charges, (c)
Consolidated Interest Expense and (d) Consolidated Income Tax Expense less (2)
any non-cash items increasing Consolidated Net Income for such period that had
previously been added to Consolidated Net Income when incurred as a Consolidated
Non-Cash Charge. Consolidated Cash Flow shall be calculated after giving effect,
on a pro forma basis for the four full fiscal quarters immediately preceding the
date of the transaction giving rise to the need to calculate Consolidated Cash
Flow, to, without duplication, any Asset Sales or Asset Acquisitions (including
without limitation any Asset Acquisition giving rise to the need to make such
calculation as a result of the Borrower or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Debt) occurring during the period commencing on the first day of such period to
and including the date of the transaction (the "REFERENCE PERIOD"), as if such
Asset Sale or Asset Acquisition occurred on the first day of the Reference
Period; provided, however, that Consolidated Cash Flow generated by an acquired
business or asset shall be determined by the actual gross profit (revenues minus
cost of goods sold) of such acquired business or asset during the immediately
preceding four full fiscal quarters in the Reference Period minus the pro forma
expenses that would have been incurred by the Borrower and the Restricted
Subsidiaries in the operation of such acquired business or asset during such
period computed on the basis of personnel expenses for employees retained or to
be retained by the Borrower and the Restricted Subsidiaries in the operation of
such acquired business or asset and non-personnel costs and expenses incurred by
the Borrower and the Restricted Subsidiaries in the operation of the Borrower's
business at similarly situated Borrower facilities or Restricted Subsidiary
facilities.

                                        8
<PAGE>

                  "CONSOLIDATED INCOME TAX EXPENSE" means with respect to the
Borrower and the Restricted Subsidiaries for any period, the provision for
federal, state, local and foreign income taxes of the Borrower and the
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP.

                  "CONSOLIDATED INTEREST EXPENSE" means, with respect to the
Borrower and the Restricted Subsidiaries for any period, without duplication,
the sum of (i) the interest expenses of the Borrower and the Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP, including without limitation (a) any amortization of debt discount,
(b) the net cost under Interest Rate Agreements, (c) the interest portion of any
deferred payment obligation, (d) all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and (e) all accrued interest plus (ii) the interest component of capital leases
paid, accrued or scheduled to be paid or accrued by the Borrower and the
Restricted Subsidiaries during such period as determined on a consolidated basis
in accordance with GAAP.

                  "CONSOLIDATED NET INCOME" means the net income of the Borrower
and the Restricted Subsidiaries, as determined on a consolidated basis in
accordance with GAAP and as adjusted to exclude (i) net after-tax extraordinary
gains or losses, (ii) net after-tax gains or losses attributable to Asset Sales,
(iii) the net income or loss of any Person which is not a Restricted Subsidiary
and which is accounted for by the equity method of accounting, provided, that
Consolidated Net Income shall include the amount of dividends or distributions
actually paid to the Borrower or any Restricted Subsidiary, (iv) the net income
of any Restricted Subsidiary to the extent that dividends or distributions of
such net income are not at the date of determination permitted by the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or other regulation and (v) the cumulative effect of any changes in accounting
principles.

                  "CONSOLIDATED NET WORTH" means, of any Person, at any date of
determination, the total partners' equity (in the case of a partnership), total
stockholders' equity (in the case of a corporation) or total membership
interests (in the case of a limited liability company) of such Person at such
date, as would be shown on a balance sheet (consolidated, if applicable) of such
Person and, if applicable, its Subsidiaries (Restricted Subsidiaries in the case
of the Borrower) prepared in accordance with GAAP (less, in the case of the
Borrower, the Net Amount of Unrestricted Investment as of such date).

                  "CONSOLIDATED NON-CASH CHARGES" means, with respect to the
Borrower and the Restricted Subsidiaries for any period, the aggregate
depreciation, amortization and any other non-cash charges resulting in write
downs in non-current assets, in each case reducing Consolidated Net Income of
the Borrower and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

                  "CONSOLIDATED PRO FORMA DEBT SERVICE" means as of any date of
determination, the total amount payable by the Borrower and the Restricted
Subsidiaries on a consolidated basis during the four consecutive calendar
quarters next succeeding the date of determination, in respect of scheduled
interest (but not principal) payments with respect to Indebtedness of the
Borrower and the Restricted Subsidiaries outstanding on such date of
determination, after giving

                                        9
<PAGE>

effect to any Indebtedness proposed on such date to be incurred and to the
substantially concurrent repayment of any other Indebtedness (a) including
actual payments of Capitalized Lease Liabilities, (b) assuming, in the case of
Indebtedness (other than Indebtedness referred to in clause (c) below) bearing
interest at fluctuating interest rates which cannot be determined in advance,
that the rate actually in effect on such date will remain in effect throughout
such period, and (c) including only actual interest payments associated with the
Indebtedness incurred pursuant to Section 8.1(e) during the most recent four
consecutive calendar quarters.

                  "CONTINGENT OBLIGATION" means, as to any Person, any direct or
indirect liability of that Person, whether or not contingent, with or without
recourse (otherwise than for collection or deposit in the ordinary course of
business), (a) with respect to any Indebtedness, lease, dividend, letter of
credit or other obligation (the "primary obligations) of another Person (the
"primary obligor"), including any obligation of that Person (i) to purchase,
repurchase or otherwise acquire such primary obligations or any security
therefor, (ii) to advance or provide funds for the payment or discharge of any
such primary obligation, or to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial condition of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, or (iv)
otherwise to assure or hold harmless the holder of any such primary obligation
against loss in respect thereof (each, a "GUARANTY OBLIGATION"); (b) with
respect to any Surety Instrument (other than any Letter of Credit) issued for
the account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings or payments; (c) to purchase any materials, supplies
or other property from, or to obtain the services of, another Person if the
relevant contract or other related document or obligation requires that payment
for such materials, supplies or other property, or for such services, shall be
made regardless of whether delivery of such materials, supplies or other
property is ever made or tendered, or such services are ever performed or
tendered, or (d) in respect of any Swap Contract. The amount of any Contingent
Obligation shall, in the case of Guaranty Obligations, be deemed equal to the
stated or determinable amount of the primary obligation in respect of which such
Guaranty Obligation is made or, if not stated or if indeterminable, the maximum
reasonably anticipated liability in respect thereof, and in the case of other
Contingent Obligations, shall be equal to the maximum reasonably anticipated
liability in respect thereof.

                  "CONTROL AFFILIATE" means UGI, the Public Partnership, the
General Partner and any Person controlling or controlled by, or under common
control with, UGI, the Public Partnership or the General Partner (other than the
Borrower or any of its Subsidiaries).

                  "CONVERSION/CONTINUATION DATE" means any date on which, under
Section 2.4, any Borrower (a) converts Loans of one Type to the other Type, or
(b) continues as Eurodollar Rate Loans, but with a new Interest Period,
Eurodollar Rate Loans having Interest Periods expiring on such date.

                  "COVERED PERSONS" shall have the meaning specified in the
definition of Restricted Payment.

                                       10
<PAGE>

                  "CREDIT EXTENSION" means and includes (a) the making of any
Loan hereunder, and (b) the Issuance of any Letters of Credit hereunder.

                  "CREDIT PARTIES" means the Obligors and any Restricted
Subsidiary party to any Security Document.

                  "DEBT INDEMNITY" means the indemnity provided by Triarc
Companies, Inc. under Section 5.9 of the National Propane Purchase Agreement.

                  "DEFAULT" means any event or circumstance which, with the
giving of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default.

                  "DESIGNATION AMOUNTS" has the meaning specified in Section
7.13(a).

                  "DESIGNEE" has the meaning specified in Section 7.13(d).

                  "DISINTERESTED DIRECTORS" means, with respect to any
transaction or series of transactions with Affiliates, a member of the Board of
Directors of the General Partner who has no financial interest, and whose
employer has no financial interest, in such transaction or series of
transactions.

                  "DOLLARS", "DOLLARS" and "$" each mean lawful money of the
United States.

                  "EBIT" means, for any period, the Borrower's and its
Restricted Subsidiaries' Consolidated Net Income (not including extraordinary
gains or losses, other than losses arising from reserves established in
connection with the Tax Indemnity Provisions (as defined in the National Propane
Purchase Agreement)) plus Consolidated Interest Expense and Consolidated Income
Tax Expense in each case for such period, as determined in accordance with GAAP.

                  "EBITDA" means, for any period, EBIT plus the Borrower's and
its Restricted Subsidiaries' depreciation and amortization of property, plant
and equipment and intangible assets, in each case as taken into account in
calculating Consolidated Net Income, in each case for such period, as determined
in accordance with GAAP.

                  For the purposes of calculating the Applicable Margin, the
rate of the facility fees payable pursuant to Section 2.10(b) and the Leverage
Ratio, EBITDA for any period (the "APPLICABLE PERIOD") shall be adjusted by the
addition of the EBITDA of any Asset Acquisitions made during the Applicable
Period, as if such Asset Acquisitions occurred on the first day of the
Applicable Period, plus the addition of the "Savings Factor"; provided, however,
that in the case of calculating the Applicable Margin or the rate of the
facility fees payable pursuant to Section 2.10(b), the Savings Factor shall be
added only for the purpose of causing the Pricing Tier to remain the same (or to
limit its increase) and not to decrease it (i.e. the Savings Factor may be used
to maintain pricing or limit any increase in pricing, not to decrease pricing).

                  The "SAVINGS FACTOR" shall equal, with respect to any Asset
Acquisition, an amount equal to 50% of the difference between (a) Actual
Acquisition Expense minus (b) Pro Forma Acquisition Expense. "ACTUAL ACQUISITION
EXPENSE" means an amount equal to the

                                       11
<PAGE>

personnel expenses and non personnel costs and expenses (which would be deducted
from gross profits in calculating costs and EBITDA) related to the operation of
any Asset Acquisition from the beginning of the Applicable Period to the date of
the purchase of the Asset Acquisition. "PRO FORMA ACQUISITION EXPENSE" means an
amount equal to the personnel and non-personnel costs and expenses (which would
be deducted from gross profits in calculating costs and EBITDA) that would have
been incurred with respect to the operation of any Asset Acquisition for the
period from the beginning of the Applicable Period to the date of purchase of
the Asset Acquisition, on the assumption that the ongoing personnel and non
personnel cost and expense savings projected as of the date of the Asset
Acquisition had been realized on the first day of the Applicable Period. In no
event shall the aggregate Savings Factor for any Applicable Period exceed 10% of
EBITDA, before taking into effect the EBITDA relating to such Asset Acquisition,
for the Borrower and its Restricted Subsidiaries for such Applicable Period.

                  "EFFECTIVE AMOUNT" means: (a) with respect to any Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to
any Borrowings and prepayments or repayments of Loans occurring on such date;
and (b) with respect to any outstanding L/C Obligations on any date, the amount
of such L/C Obligations on such date after giving effect to any Issuances of
Letters of Credit occurring on such date and any other changes in the aggregate
amount of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date.

                  "ELIGIBLE ASSIGNEE" means (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000; and (ii) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the "OECD"), or a
political subdivision of any such country, and having a combined capital and
surplus of at least $100,000,000, provided, that such bank is acting through a
branch or agency located in the United States.

                  "ENVIRONMENTAL LAWS" means all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental matters.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 and the regulations thereunder. References to sections of ERISA also refer
to any successor sections.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

                  "ERISA EVENT" means (a) a Reportable Event with respect to a
Pension Plan; (b) the failure to make a required contribution to a Pension Plan
if such failure is sufficient to give rise to a Lien under Section 302(f) of
ERISA; (c) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in

                                       12
<PAGE>

which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations which is treated as such a withdrawal under Section
4062(e) of ERISA; (d) a complete or partial withdrawal by the Borrower or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer
Plan is in reorganization; (e) the filing of a notice of intent to terminate,
the treatment of a Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (f) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (g) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

                  "EURODOLLAR BASE RATE" has the meaning set forth in the
definition of Eurodollar Rate.

                  "EURODOLLAR RATE" means for any Interest Period with respect
to any Eurodollar Rate Loan, a rate per annum determined by the Agent pursuant
to the following formula:

                                               Eurodollar Base Rate
                  Eurodollar Rate  =   ------------------------------------
                                       1.00 - Eurodollar Reserve Percentage

                  Where,

                  "EURODOLLAR BASE RATE" means, for such Interest Period:

                  (a)      the rate per annum (rounded upward, if necessary, to
                  the nearest 1/16 of 1%) equal to the rate determined by the
                  Agent to be the offered rate that appears on the page of the
                  Telerate screen (or any successor thereto) that displays an
                  average British Bankers Association Interest Settlement Rate
                  for deposits in Dollars (for delivery on the first day of such
                  Interest Period) with a term equivalent to such Interest
                  Period, determined as of approximately 11:00 a.m. (London
                  time) two Business Days prior to the first day of such
                  Interest Period, or

                  (b)      if the rate referenced in the preceding clause (a)
                  does not appear on such page or service or such page or
                  service shall not be available, the rate per annum (rounded
                  upward, if necessary, to the nearest 1/16 of 1%) equal to the
                  rate determined by the Agent to be the offered rate on such
                  other page or other service that displays an average British
                  Bankers Association Interest Settlement Rate for deposits in
                  Dollars (for delivery on the first day of such Interest
                  Period) with a term equivalent to such Interest Period,
                  determined as of approximately 11:00 a.m. (London time) two
                  Business Days prior to the first day of such Interest Period,
                  or

                  (c)      if the rates referenced in the preceding clauses (a)
                  and (b) are not available, the rate per annum (rounded upward,
                  if necessary, to the nearest 1/16 of 1%) determined by the
                  Agent as the rate of interest at which deposits in Dollars for
                  delivery on the first day of such Interest Period in

                                       13
<PAGE>

                  same day funds in the approximate amount of the Eurodollar
                  Rate Loan being made, continued or converted by Wachovia and
                  with a term equivalent to such Interest Period would be
                  offered by Wachovia's London branch to major banks in the
                  London interbank eurodollar market at their request at
                  approximately 4:00 p.m. (London time) two Business Days prior
                  to the first day of such Interest Period.

                  "EURODOLLAR RESERVE PERCENTAGE" means, for any day during any
                  Interest Period, the reserve percentage (expressed as a
                  decimal, carried out to five decimal places) in effect on such
                  day, whether or not applicable to any Bank, under regulations
                  issued from time to time by the FRB for determining the
                  maximum reserve requirement (including any emergency,
                  supplemental or other marginal reserve requirement) with
                  respect to Eurocurrency funding (currently referred to as
                  "Eurocurrency liabilities"). The Eurodollar Rate for each
                  outstanding Eurodollar Rate Loan shall be adjusted
                  automatically as of the effective date of any change in the
                  Eurodollar Reserve Percentage.

                  "EURODOLLAR RATE LOAN" means a Loan that bears interest at a
rate based on the Eurodollar Rate.

                  "EVENT OF DEFAULT" has the meaning specified in Section 9.1.

                  "EXCESS SALE PROCEEDS" has the meaning specified in Section
8.8(c)(ii)(B).

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, and
regulations promulgated thereunder.

                  "EXISTING CREDIT AGREEMENT" means that certain Second Amended
and Restated Credit Agreement, dated as of August 22, 2002, among the Obligors,
the financial institutions party thereto and BofA as administrative agent, as
amended from time to time in accordance with its terms.

                  "EXISTING LETTERS OF CREDIT" means all letters of credit
listed and identified by letter or credit number on Schedule 3.1(a) and
outstanding on the Closing Date.

                  "FDIC" means the Federal Deposit Insurance Corporation, and
any Governmental Authority succeeding to any of its principal functions.

                  "FEDERAL FUNDS RATE" means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank on the
Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole

                                       14
<PAGE>

multiple of 1/100 of 1%) charged to Wachovia on such day on such transactions as
determined by the Agent.

                  "FEE LETTER" has the meaning specified in Section 2.10(a).

                  "FIRST MORTGAGE NOTE AGREEMENTS" means, collectively, (a) the
separate Note Agreements, each dated as of April 12, 1995, among the Obligors
and the holders of the Series A-C First Mortgage Notes, as the same may be
amended, supplemented or otherwise modified from time to time, (b) the Note
Agreement, dated as of March 15, 1999, among the Borrower, the General Partner
and the holders of the Series D First Mortgage Notes, as the same may be
amended, supplemented or otherwise modified from time to time and (c) the Note
Agreement, dated as of March 15, 2000, among the Borrower, the General Partner
and the holders of the Series E First Mortgage Note, as the same may be amended,
supplemented or otherwise modified from time to time.

                  "FIRST MORTGAGE NOTES" means the Series A-C First Mortgage
Notes, the Series D First Mortgage Notes and the Series E First Mortgage Notes.

                  "FOREIGN BANK" has the meaning specified in Section 10.13(a).

                  "FRB" means the Board of Governors of the Federal Reserve
System, and any Governmental Authority succeeding to any of its principal
functions.

                  "FUNDED DEBT" means, as of any date of determination, (i)
indebtedness of the Borrower and/or its Restricted Subsidiaries for borrowed
money or for the deferred purchase price of property or services, other than
indebtedness for trade payables and non-recourse indebtedness which is not
required by GAAP to be classified as a liability on the balance sheet of the
debtor, (ii) Capitalized Lease Liabilities, and (iii) Contingent Obligations.
For purposes of this definition, undrawn letters of credit shall not constitute
Funded Debt.

                  "FUNDED DEBT RATIO" means the ratio of (a) Funded Debt to (b)
EBITDA.

                  "GAAP" has the meaning specified in Section 1.3(a).

                  "GUARANTORS" has the meaning specified in the introductory
clause hereto.

                  "GUARANTOR FINANCIALS" has the meaning specified in Section
7.14(b).

                  "GENERAL COLLATERAL" means, collectively, the Mortgaged
Property, and the properties referred to as the "Collateral" in the General
Security Agreement and each Subsidiary Security Agreement and as the "Security"
in the Collateral Agency Agreement.

                  "GENERAL PARTNER" has the meaning specified in the
introductory clause hereto.

                  "GENERAL SECURITY AGREEMENT" means the General Security
Agreement, dated as of April 19, 1995, among the Borrower, the Collateral Agent,
and Mellon Bank, N.A., as Cash Collateral Sub-Agent, as the same may be amended,
supplemented, assigned or otherwise modified from time to time.

                                       15
<PAGE>

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

                  "GUARANTY OBLIGATION" has the meaning specified in the
definition of "Contingent Obligation".

                  "HAZARDOUS MATERIAL" means:

                  (a)      any "hazardous substance", as defined by CERCLA;

                  (b)      any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended;

                  (c)      any petroleum product other than propane; or

                  (d)      any pollutant or contaminant or hazardous, dangerous
or toxic chemical, material or substance within the meaning of any other
applicable federal, state or local law, regulation, ordinance or requirement
(including consent decrees and administrative orders) relating to or imposing
liability or standards of conduct concerning any hazardous, toxic or dangerous
waste, substance or material, all as amended or hereafter amended.

                  "HONOR DATE" has the meaning specified in Section 3.3(b).

                  "ICC" has the meaning specified in Section 3.9.

                  "INCORPORATED COVENANT" has the meaning specified in Section
7.14(d).

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
all indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables and accrued expenses arising in the ordinary course of business on
ordinary terms); (c) all non-contingent reimbursement or payment obligations
with respect to Surety Instruments; (d) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so evidenced
incurred in connection with the acquisition of property, assets or businesses;
(e) all indebtedness created or arising under any conditional sale or other
title retention agreement, or incurred as financing, in either case with respect
to property acquired by the Person (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to
repossession or sale of such property); (f) all Capitalized Lease Liabilities;
(g) all indebtedness referred to in clauses (a) through (f) above secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property (including accounts
and contracts rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness; (h) all
Redeemable Capital Stock of such Person valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued dividends; (i) any
Preferred Stock of any Subsidiary of such Person valued at the sum of the
liquidation preference thereof or any mandatory redemption payment obligations
in respect

                                       16
<PAGE>

thereof plus, in either case, accrued dividends thereon and (j) all Guaranty
Obligations in respect of indebtedness or obligations of others of the kinds
referred to in clauses (a) through (i) above.

                  "INDEMNIFIED LIABILITIES" has the meaning specified in Section
12.5.

                  "INDEMNIFIED PARTIES" has the meaning specified in Section
12.5.

                  "INSOLVENCY PROCEEDING" means (a) any case, action or
proceeding before any court or other Governmental Authority relating to
bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,
winding-up or relief of debtors, or (b) any general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or other, similar
arrangement in respect of a Person's creditors generally or any substantial
portion of a Person's creditors; in each case undertaken under U.S. Federal,
state or foreign law, including in each case the Bankruptcy Code.

                  "INTERCOMPANY LOAN AGREEMENT" means that certain Loan
Agreement, dated July 19, 1999, between National Propane, L.P. (renamed AEPLP)
and Columbia Propane Corporation (renamed AEPI), as amended, supplemented or
otherwise modified from time to time.

                  "INTERCOMPANY NOTE" means that certain Promissory Note, dated
July 19, 1999, by AEPLP in favor of the Borrower by endorsement from AEPI in the
original principal amount of $137,997,000, as amended, supplemented or otherwise
modified from time to time.

                  "INTEREST PAYMENT DATE" means, as to any Eurodollar Rate Loan,
the last day of each Interest Period applicable to such Loan and, as to any Base
Rate Loan, the last Business Day of each calendar quarter; provided, however,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
date that falls three months after the beginning of such Interest Period is also
an Interest Payment Date.

                  "INTEREST PERIOD" means, as to any Eurodollar Rate Loan, the
period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or continued as
a Eurodollar Rate Loan, and ending on the date two weeks or one, two, three or
six months thereafter as selected by the Borrower in its Notice of Borrowing or
Notice of Conversion/Continuation;

                  provided, that:

                           (i)      if any Interest Period would otherwise end
on a day that is not a Business Day, that Interest Period shall be extended to
the following Business Day unless the result of such extension would be to carry
such Interest Period into another calendar month, in which event such Interest
Period shall end on the preceding Business Day;

                           (ii)     any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period;

                                       17
<PAGE>

                           (iii)    no Interest Period for any Loan shall extend
beyond its Maturity Date; and

                           (iv)     no Interest Period applicable to an
Acquisition Loan or portion thereof shall extend beyond any date upon which is
due any scheduled principal payment in respect of Acquisition Loans unless the
aggregate principal amount of Acquisition Loans represented by Base Rate Loans
or Eurodollar Rate Loans having Interest Periods that will expire on or before
such date, equals or exceeds the amount of such principal payment.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement designed to protect the Borrower against
fluctuations in interest rates on Parity Debt.

                  "INVESTMENT" means, as applied to any Person, any direct or
indirect purchase or other acquisition by such Person of stock or other
securities of any other Person, or any direct or indirect loan, advance or
capital contribution by such Person to any other Person, and any other item
which would be classified as an "investment" on a balance sheet of such Person
prepared in accordance with GAAP, including without limitation any direct or
indirect contribution of such Person of property or assets to a joint venture,
partnership or other business entity in which such Person retains an interest
(it being understood that a direct or indirect purchase or other acquisition by
such Person of assets of any other Person (other than stock or other securities)
shall not constitute an "Investment" for purposes of this Agreement). For
purposes of Section 8.4(c), the amount involved in Investments made during any
period shall be the aggregate cost to the Borrower and its Restricted
Subsidiaries of all such Investments made during such period, determined in
accordance with GAAP, but without regard to unrealized increases or decreases in
value, or write-ups, write-downs or write-offs, of such Investments and without
regard to the existence of any undistributed earnings or accrued interest with
respect thereto accrued after the respective dates on which such Investments
were made, less any net return of capital realized during such period upon the
sale, repayment or other liquidation of such Investments (determined in
accordance with GAAP, but without regard to any amounts received during such
period as earnings (in the form of dividends not constituting a return of
capital, interest or otherwise) on such Investments or as loans from any Person
in whom such Investments have been made).

                  "INVESTMENT CONDITION" has the meaning specified in Section
7.13(a).

                  "INVESTMENT LIMIT" has the meaning specified in Section
8.4(c).

                  "IRS" means the Internal Revenue Service, and any Governmental
Authority succeeding to any of its principal functions under the Code.

                  "ISP98" has the meaning specified in Section 3.9.

                  "ISSUANCE DATE" has the meaning specified in Section 3.1(a).

                  "ISSUE" means, with respect to any Letter of Credit, to issue
or to extend the expiry of, or to renew or increase the amount of, such Letter
of Credit; and the terms ISSUED, ISSUING and ISSUANCE have corresponding
meanings.

                                       18
<PAGE>

                  "ISSUING BANK" means Wachovia in its capacity as issuer of one
or more Letters of Credit hereunder, together with any replacement letter of
credit issuer arising under Section 10.l(b) or Section 10.9.

                  "KEEP WELL AGREEMENT" means that certain Keep Well Agreement,
dated as of August 21, 2001, between the Borrower and Columbia Propane
Corporation (renamed AEPI).

                  "L/C ADVANCE" means each Bank's participation in any L/C
Borrowing in accordance with its Pro Rata Share.

                  "L/C AMENDMENT APPLICATION" means an application form for
amendment or renewal of outstanding standby letters of credit as shall at any
time be in use at the Issuing Bank, as the Issuing Bank shall request.

                  "L/C APPLICATION" means an application form for issuances of
standby letters of credit as shall at any time be in use at the Issuing Bank, as
the Issuing Bank shall request.

                  "L/C BORROWING" means an extension of credit resulting from a
drawing under any Letter of Credit which shall not have been reimbursed on the
date when made or converted into a Borrowing of Revolving Loans under Section
3.3(c).

                  "L/C COMMITMENT" means the commitment of the Issuing Bank to
Issue, and the commitment of the Banks severally to participate in, Letters of
Credit from time to time Issued or outstanding under Article III, in an
aggregate amount not to exceed on any date the amount of the Revolving
Commitment, it being understood that the L/C Commitment is a part of the
Revolving Commitments rather than a separate, independent commitment.

                  "L/C OBLIGATIONS" means at any time the sum of (a) the
aggregate undrawn amount of all Letters of Credit then outstanding, plus (b) the
amount of all outstanding L/C Borrowings.

                  "L/C-RELATED DOCUMENTS" means the Letters of Credit, the L/C
Applications, the L/C Amendment Applications and any other document executed by
the Borrower relating to any Letter of Credit, including any of the Issuing
Bank's standard form documents for letter of credit issuances, as the same may
be amended, supplemented, assigned or otherwise modified from time to time.

                  "LENDING OFFICE" means, as to any Bank, the office or offices
of such Bank specified as its "Lending Office" or "Domestic Lending Office" or
"Eurodollar Lending Office", as the case may be, on Schedule 12.2, or such other
office or offices as such Bank may from time to time notify the Borrower and the
Agent.

                  "LETTERS OF CREDIT" means any standby letters of credit issued
by the Issuing Bank pursuant to Article III.

                  "LEVERAGE RATIO" means, as of any date of determination, the
ratio of (i) Total Debt to (ii) EBITDA.

                                       19
<PAGE>

                  "LICENSE AGREEMENTS" means, collectively, (a) the Software
License Agreement, dated April 19, 1995, by and among the General Partner, the
Public Partnership, and the Borrower relating to the FAST and Stars I and II
proprietary software systems, (b) the Trademark License Agreement, dated April
19, 1995, by and among Petrolane, the General Partner, the Public Partnership
and the Borrower, (c) the Trademark License Agreement, dated April 19, 1995, by
and among UGI, AmeriGas, Inc., the General Partner, the Public Partnership and
the Borrower and (d) the Trademark License Agreement, dated April 19, 1995, by
and among the General Partner, the Public Partnership and the Borrower, as the
same may be amended, modified or supplemented from time to time.

                  "LIEN" means any security interest, mortgage, deed of trust,
pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance,
lien (statutory or other) or preferential arrangement of any kind or nature
whatsoever in respect of any property (including those created by, arising under
or evidenced by any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease, any financing lease having
substantially the same economic effect as any of the foregoing, or the filing of
any financing statement naming the owner of the asset to which such lien relates
as debtor, under the Uniform Commercial Code or any comparable law) and any
contingent or other agreement to provide any of the foregoing, but not including
the interest of a lessor under an operating lease.

                  "LOAN" means an extension of credit by a Bank to the Borrower
under Article II, and may be a Base Rate Loan or a Eurodollar Rate Loan (each, a
"TYPE" of Loan), and includes any Revolving Loan, Acquisition Loan or Swing Line
Loan; provided, that no Swing Line Loan may be a Eurodollar Rate Loan.

                  "LOAN DOCUMENTS" means this Agreement, any Notes, the Fee
Letter, the Security Documents, the L/C Related Documents, the Post-Closing
Agreement, each Notice of Borrowing, each Notice of Conversion/Continuation and
each Compliance Certificate.

                  "LONG TERM FUNDED DEBT" means, as applied to any Person, all
Indebtedness of such Person which by its terms or by the terms of any instrument
or agreement relating thereto matures one year or more from the date of
execution of the instruments governing any such Indebtedness or, if applicable,
the execution of any instrument extending the maturity date of such
Indebtedness, provided, that Long Term Funded Debt shall include any
Indebtedness which does not otherwise come within the foregoing definition but
which is directly or indirectly renewable or extendible at the option of the
debtor to a date one year or more (including an option of the debtor under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit over a period of one year or more) from the date of execution of the
instruments governing any such Indebtedness or, if applicable, the execution of
any instrument extending the maturity date of such Indebtedness.

                  "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation U or X of the FRB.

                  "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect
on the business, Assets or financial condition of the Borrower and its
Restricted Subsidiaries taken as a whole; (b) a material impairment of the
ability of the Borrower or any Restricted Subsidiary to perform

                                       20
<PAGE>

any of its obligations under this Agreement, the Notes or the Security Documents
to which it is a party; or (c) a material impairment of the legal, valid,
binding and enforceable nature of the Security Documents or of the validity and
priority of the Liens created thereby on the General Collateral.

                  "MATURITY DATE" means the Revolving Termination Date in
respect of the Revolving Loans, and the Acquisition Loan Termination Date in
respect of the Acquisition Loans.

                  "MORTGAGED PROPERTY" means the real properties referred to as
the "Mortgaged Property" in the granting clauses of the Mortgages.

                  "MORTGAGES" shall have the meaning specified in the definition
of Security Documents.

                  "MULTIEMPLOYER PLAN" means a "multiemployer plan", within the
meaning of Section 4001(a)(3) of ERISA, with respect to which the Borrower or
any ERISA Affiliate may have any liability.

                  "NATIONAL PROPANE PURCHASE AGREEMENT" means that certain
Purchase Agreement, dated April 5, 1999, by and among AEPLP, AEPH, AEPI,
National Propane Partners, L.P., National Propane Corporation, National Propane
SGP, Inc. and Triarc Companies, Inc., as amended, supplemented or otherwise
modified from time to time.

                  "NET AMOUNT OF UNRESTRICTED INVESTMENT" means the sum of,
without duplication, (x) the aggregate amount of all Investments made after the
date hereof pursuant to Section 8.4(h) (computed as provided in the last
sentence of the definition of Investment) and (y) the aggregate of all
Designation Amounts in connection with the designation of Unrestricted
Subsidiaries pursuant to the provisions of Section 7.13 less all Designation
Amounts in respect of Unrestricted Subsidiaries which have been designated as
Restricted Subsidiaries in accordance with the provisions of Section 7.13 and
otherwise reduced in a manner consistent with the provisions of the last
sentence of the definition of Investment.

                  "NET PROCEEDS" means with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents net of (i) reasonable brokerage commissions and other
reasonable fees and expenses (including without limitation reasonable fees and
expenses of legal counsel and accountants and reasonable fees, expenses and
discounts or commissions of underwriters, placement agents and investment
bankers) related to such Asset Sale; (ii) provisions for all taxes payable as a
result of such Asset Sale; (iii) amounts required to be paid to any Person
(other than the Borrower or any Restricted Subsidiary) owning a beneficial
interest in the assets subject to such Asset Sale; (iv) appropriate amounts to
be provided by the Borrower or any Restricted Subsidiary, as the case may be, as
a reserve required in accordance with GAAP against any liabilities associated
with such Asset Sale and retained by the Borrower or any Restricted Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such

                                       21
<PAGE>

Asset Sale; and (v) amounts required to be applied to the repayment of
Indebtedness (other than the Notes and the Parity Debt) secured by a Lien on the
asset or assets sold in such Asset Sale.

                  "NEW BANKS" shall have the meaning specified in Section
2.15(b).

                  "NON-AEPLP RESTRICTED SUBSIDIARY" has the meaning specified in
Section 8.17(a).

                  "NON-PP&E ASSETS" has the meaning specified in Section
8.17(b).

                  "NOTE" means a promissory note executed by the Borrower in
favor of a Bank pursuant to Section 2.2(d), substantially in the form of Exhibit
G-1 (in the case of Acquisition Loans) or Exhibit G-2 (in the case of Revolving
Loans), as the same may be amended, supplemented or otherwise modified from time
to time in accordance with the terms hereof.

                  "NOTICE DATE" shall have the meaning specified in Section
2.15(b).

                  "NOTICE OF BORROWING" means a notice in substantially the form
of Exhibit A-1, in the case of a Swing Line Loan, and Exhibit A-2 in the case of
any other Loan.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice in
substantially the form of Exhibit B.

                  "OBLIGATIONS" means all advances, debts, liabilities,
obligations, covenants and duties arising under any Loan Document owing by any
of the Obligors or other Credit Parties to any Bank, the Agent or any
Indemnified Party, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising.

                  "OBLIGORS" has the meaning specified in the introductory
clause hereto.

                  "OFFICERS' CERTIFICATE" means as to any corporation, a
certificate executed on its behalf by the Chairman of the Board of Directors (if
an officer) or its President or one of its Vice Presidents, and its Treasurer,
or Controller, or one of its Assistant Treasurers or Assistant Controllers, and,
as to any partnership, a certificate executed on behalf of such partnership by
its general partner in a manner which would qualify such certificate (a) if such
general partner is a corporation, as an Officers' Certificate of such general
partner hereunder or (b) if such general partner is a partnership or other
entity, as a certificate executed on its behalf by Persons authorized to do so
pursuant to the constituting documents of such partnership or other entity.

                  "ORGANIZATION DOCUMENTS" means, for any corporation, the
certificate or articles of incorporation, the bylaws, any certificate of
determination or instrument relating to the rights of preferred shareholders of
such corporation, any shareholder rights agreement, and all applicable
resolutions of the board of directors (or any committee thereof) of such
corporation and as to any partnership, its partnership agreement, certificate of
partnership and related agreements and as to any other entity, such other
entity's analogous organizational documents, as the same may be amended,
supplemented or otherwise modified from time to time.

                                       22
<PAGE>

                  "ORIGINAL CLOSING DATE" means April 19, 1995.

                  "OTHER TAXES" means (i) any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Documents and (ii) any documentary stamp taxes and nonrecurring
intangible personal property taxes payable under Chapters 199 and 201 of the
Florida Statutes.

                  "PARITY DEBT" means the Series A-C First Mortgage Notes, the
Series D First Mortgage Notes, the Series E First Mortgage Notes, Indebtedness
under this Agreement and the Notes and other Indebtedness of the Borrower
incurred in accordance with Section 8.1(a), (b), (e), (f) and (l) and secured by
the respective Liens of the Security Documents in accordance with Section
8.3(j), (k), (l) and (m).

                  "PARTICIPANT" has the meaning specified in Section 12.9(e).

                  "PARTNERSHIP AGREEMENT" means the Amended and Restated
Agreement of Limited Partnership of the Borrower, as in effect on the Closing
Date, and as the same may from time to time be amended, supplemented or
otherwise modified.

                  "PARTNERSHIP UNRESTRICTED SUBSIDIARIES" means the Unrestricted
Subsidiaries of the Public Partnership as defined in the Public Partnership
Indenture as in effect on the Closing Date.

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
Governmental Authority succeeding to any of its principal functions under ERISA.

                  "PENSION PLAN" means a "pension plan", as such term is defined
in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA) with respect to
which the Borrower or any ERISA Affiliates may have any liability.

                  "PERMITTED BANKS" has the meaning specified in Section 8.4(a).

                  "PERMITTED INSURERS" means (a) insurers with ratings of A or
better according to Best's Insurance Reports, or with comparable ratings from a
comparable rating agency for insurance companies whose principal offices are
located outside of the United States and Canada, and with assets of no less than
$500 million and (b) the underwriters at Lloyd's, London.

                  "PERSON" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or Governmental Authority or other
entity.

                  "PETROLANE" has the meaning specified in the introductory
clause hereto.

                                       23
<PAGE>

                  "PLAN" means an employee benefit plan (as defined in Section
3(3) of ERISA) which the Borrower sponsors or maintains or to which the Borrower
makes, is making, or is obligated to make contributions and includes any Pension
Plan.

                  "POST-CLOSING AGREEMENT" has the meaning specified in Section
5.1(e).

                  "PP&E ACQUISITION/INVESTMENT/TRANSFER LIMIT" has the meaning
specified in Section 8.15.

                  "PP&E ASSETS" means assets that would, in accordance with
GAAP, be classified and accounted for as "property, plant and equipment" on the
consolidated balance sheet of the Borrower and the Restricted Subsidiaries.

                  "PP&E TRANSFER" has the meaning specified in Section 8.17(b).

                  "PPD/GP DEBT CONTRIBUTION" means the amount of aggregate net
cash proceeds previously received by the Borrower from time to time from the
Public Partnership as a capital contribution made with the proceeds of Public
Partnership Indebtedness and the General Partner in connection with its related
and contemporaneous capital contribution and designated as such by such Persons
at the time of contribution in the corporate or other records of such Persons.

                  "PREFERRED STOCK", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated), which
is preferred as to the payment of distributions or dividends, or upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
or units of Capital Stock of any other class of such Person.

                  "PRICING TIER" has the meaning specified in the definition of
"Applicable Margin."

                  "PRIME RATE" means, at any time, the rate of interest in
effect for such day as publicly announced from time to time by Wachovia as its
"prime rate" (which is not necessarily the lowest rate charged to any customer).
Any change in such rate announced by Wachovia shall take effect at the opening
of business on the day specified in the public announcement of such change.

                  "PRO RATA SHARE" means, as to any Bank at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth decimal
place) at such time of such Bank's Commitment divided by the combined
Commitments of all Banks.

                  "PUBLIC PARTNERSHIP" means AmeriGas Partners, L.P., a Delaware
limited partnership.

                  "PUBLIC PARTNERSHIP INDENTURE" means each of the Indentures
among the Public Partnership, its financing subsidiaries, and Wachovia (formerly
known as First Union National Bank), as trustee, with respect to the Public
Partnership Notes, as the same may be amended, supplemented or otherwise
modified from time to time.

                                       24
<PAGE>

                  "PUBLIC PARTNERSHIP NOTES" means the notes issued, from time
to time, jointly and severally, by the Public Partnership and its financing
subsidiaries, as the same may be amended, supplemented or otherwise modified
from time to time.

                  "PURCHASE MONEY LIEN" has the meaning specified in Section
8.3(n).

                  "REDEEMABLE CAPITAL STOCK" means any shares of any class or
series of Capital Stock, that, either by the terms thereof, by the terms of any
security into which it is convertible or exchangeable or by contract or
otherwise, is or upon the happening of an event or passage of time would be,
required to be redeemed prior to the date of the last scheduled payment of any
Loan then outstanding or is redeemable at the option of the holder thereof at
any time prior to such date, or is convertible into or exchangeable for
Indebtedness at any time prior to such date.

                  "REFERENCE PERIOD" shall have the meaning specified in the
definition of Consolidated Cash Flow.

                  "REPLACEMENT BANK" has the meaning specified in Section 4.7.

                  "REPORTABLE EVENT" means, any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.

                  "REQUIRED BANKS" means at any time Banks then holding at least
66-2/3% of the then aggregate unpaid principal amount of the Loans (assuming
that any outstanding Swing Line Loans were converted into Revolving Loans or
participated in by the Banks pursuant to Section 2.16) and L/C Borrowings and
risk participations in outstanding Letters of Credit (or in the case of the
Issuing Bank, the amount of the outstanding Letters of Credit minus risk
participations of the other Banks therein), or, if no amounts are outstanding,
Banks then having at least 66-2/3% of the aggregate amount of the Commitments.

                  "REQUIREMENT OF LAW" means, as to any Person, any law
(statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case applicable to or binding
upon the Person or any of its property or to which the Person or any of its
property is subject.

                  "RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 690, et seq., as in effect from
time to time.

                  "RESPONSIBLE OFFICER" means the chief executive officer or the
president of the Borrower, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer or the treasurer of the Borrower, or any
other officer having substantially the same authority and responsibility.

                  "RESTRICTED PAYMENT" means with respect to the Borrower and
its Restricted Subsidiaries (the "COVERED PERSONS"), (a) in the case of any
Covered Person that is a partnership, (i) any payment or other distribution,
direct or indirect, in respect of any partnership interest in such Covered
Person, except a distribution payable solely in additional partnership interests
in such Covered Person, and (ii) any payment, direct or indirect, by such
Covered

                                       25
<PAGE>

Person on account of the redemption, retirement, purchase or other acquisition
of any partnership interest in such Covered Person, except to the extent that
such payment consists of additional partnership interests in such Covered
Person; or (b) in the case of any Covered Person that is a corporation, (i) any
dividend or other distribution, direct or indirect, on account of any shares of
any class of stock of such Covered Person then outstanding, except a dividend
payable solely in shares of stock of such Covered Person, and (ii) any payment,
direct or indirect, by such Covered Person on account of the redemption,
retirement, purchase or other acquisition of any shares of any class of stock of
such Covered Person then outstanding, or of any warrants, rights or options, to
acquire any such shares, except to the extent that such payment consists of
shares of Capital Stock of such Covered Person; (c) in the case of any Covered
Person that is a limited liability company, (i) any payment or other
distribution, direct or indirect, in respect of any membership interest in such
Covered Person, except a distribution payable solely in additional membership
interests in such Covered Person, and (ii) any payment, direct or indirect, by
such Covered Person on account of the redemption, retirement, purchase or other
acquisition of any membership interest in such Covered Person, except to the
extent that such payment consists of additional membership interests in such
Covered Person; or (d) any indemnification payment made by AEPLP, AEPH or AEPI
pursuant to the Tax Indemnity Provisions (as defined in the National Propane
Purchase Agreement), including any payment made by the Borrower to AEPI pursuant
to the Keep Well Agreement.

                  "RESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower
organized under the laws of the United States or any state thereof or Canada or
any province thereof or the District of Columbia, none of the Capital Stock or
ownership interests of which is owned by Unrestricted Subsidiaries and
substantially all of the operating assets of which are located in, and
substantially all of the business of which is conducted within, the United
States or Canada and which is designated as a Restricted Subsidiary in Schedule
6.2 or which shall be designated as a Restricted Subsidiary by the General
Partner at a subsequent date as provided in Section 7.13; provided, however,
that (a) to the extent a newly formed or acquired Subsidiary is not declared
either a Restricted Subsidiary or an Unrestricted Subsidiary within 90 days of
its formation or acquisition, such Subsidiary shall be deemed a Restricted
Subsidiary and (b) a Restricted Subsidiary may be designated as an Unrestricted
Subsidiary in accordance with the provisions of Section 7.13.

                  "REVOLVING COMMITMENT" has the meaning specified in Section
2.1(b).

                  "REVOLVING LOAN" has the meaning specified in Section 2.1(b).

                  "REVOLVING TERMINATION DATE" means the earlier to occur of:

                  (a)      October 15, 2006, as such date may be extended
pursuant to Section 2.15 hereof; and

                  (b)      the date on which the Revolving Commitments terminate
in accordance with the provisions of this Agreement.

                  "ROUTINE PERMITS" has the meaning specified in Section 6.8(a).

                                       26
<PAGE>

                  "SALE AND LEASE-BACK TRANSACTION" of a Person (a "TRANSFEROR")
means any arrangement (other than between the Borrower and a Wholly-Owned
Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) whereby
(a) property (the "SUBJECT PROPERTY") has been or is to be disposed of by such
Transferor to any other Person with the intention on the part of such Transferor
of taking back a lease of such Subject Property pursuant to which the rental
payments are calculated to amortize the purchase price of such Subject Property
substantially over the useful life of such Subject Property, and (b) such
Subject Property is in fact so leased by such Transferor or an Affiliate of such
Transferor.

                  "SALE CONDITION" has the meaning specified in Section 7.13(a).

                  "SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

                  "SECURITY DOCUMENTS" means (a) the Collateral Agency
Agreement, (b) each of (i) the mortgage, assignment of leases and rents,
security agreement, financing statement and fixture filings made by the Borrower
in favor of the Collateral Agent, (ii) the deed of trust, assignment of leases
and rents, security agreement, financing statement and fixture filings made by
the Borrower in favor of the Collateral Agent and (iii) the deed to secure debt,
assignment of leases and rents, security agreement, financing statement and
fixture filings made by the Borrower in favor of the Collateral Agent, each
dated on or before the Closing Date and covering one or more of the Mortgaged
Properties located in the counties listed on Schedule 6.8(b), those executed
after the Closing Date by the Borrower as required by Section 7.10 and those
executed by Restricted Subsidiaries after the Closing Date as required by
Section 7.9, in each case substantially in the form of Exhibit E (as each of the
same may be amended, supplemented, assigned or otherwise modified from time to
time, collectively, the "MORTGAGES"), (c) the General Security Agreement, (d)
the Subsidiary Security Agreement and (e) the Subsidiary Guarantee.

                  "SENIOR INDEBTEDNESS" means the Obligations, the obligations
of the Borrower, the General Partner and Petrolane under the Series A-C First
Mortgage Notes, the obligations of the Borrower and the General Partner under
the Series D First Mortgage Notes and the Series E First Mortgage Notes and the
obligations of the Borrower with respect to Parity Debt.

                  "SERIES A-C FIRST MORTGAGE NOTES" means the First Mortgage
Notes, Series A through C, in an aggregate principal amount not exceeding
$518,000,000, issued pursuant to that certain Note Agreement, dated as of April
12, 1995, among the Borrower, the General Partner, Petrolane and the purchasers
named in Schedule I thereto, as amended, supplemented, assigned or otherwise
modified from time to time.

                  "SERIES D FIRST MORTGAGE NOTES" means the First Mortgage
Notes, Series D, in aggregate principal amount not exceeding $70,000,000, issued
pursuant to that certain Note Agreement, dated as of March 15, 1999, among the
Borrower, the General Partner and the purchasers named in Schedule I thereto, as
amended, supplemented, assigned or otherwise modified from time to time.

                                       27
<PAGE>

                  "SERIES E FIRST MORTGAGE NOTES" means the First Mortgage
Notes, Series E, in an aggregate principal amount of $80,000,000, issued
pursuant to that certain Note Agreement, dated as of March 15, 2000, among the
Borrower, the General Partner and the purchasers named in Schedule I thereto, as
amended, supplemented, assigned or otherwise modified from time to time.

                  "SIGNIFICANT SUBSIDIARY GROUP" means any Subsidiary of the
Borrower which is, or any group of Subsidiaries of the Borrower all of which
are, at any time of determination, subject to one or more of the proceedings or
conditions described in subsection (f) or (g) of Section 9.1 and which
Subsidiary or group of Subsidiaries accounted for (or in the case of a recently
formed or acquired Subsidiary would have so accounted for on a pro forma basis)
more than 1% of consolidated operating revenues of the Borrower for the fiscal
year most recently ended or more than 1% of consolidated Total Assets of the
Borrower as of the end of the most recently ended fiscal quarter, in each case
computed in accordance with GAAP.

                  "SPECIAL RATING" means a risk-based capital factor
attributable to Indebtedness for purposes of generally applicable state
insurance regulations for life, health and disability insurance companies,
substantially equivalent to an investment grade rating issued by a nationally
recognized credit rating agency.

                  "SPECIFIED ACQUISITION LOANS" means the Acquisition Loans used
solely for the purposes described in Section 8.9(d)(ii).

                  "SPECIFIED MORTGAGE" means any Mortgage covering the Mortgaged
Property identified on Schedule 9.1(d).

                  "SUBJECT PROPERTY" shall have the meaning specified in the
definition of Sale and Lease-Back Transaction.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, limited liability company, partnership, joint venture, association,
trust or other entity of which (or in which) more than 50% of (a) the issued and
outstanding Capital Stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time
Capital Stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency), (b) the interests in
the capital or profits of such partnership, limited liability company, joint
venture or association with ordinary voting power to elect a majority of the
board of directors (or Persons performing similar functions) of such
partnership, limited liability company, joint venture or association, or (c) the
beneficial interests in such trust or other entity with ordinary voting power to
elect a majority of the board of trustees (or Persons performing similar
functions) of such trust or other entity, is at the time directly or indirectly
owned or controlled by such Person, by such Person and one or more of its other
Subsidiaries, or by one or more of such Person's other Subsidiaries.

                  "SUBSIDIARY GUARANTEE" means that certain Restricted
Subsidiary Guarantee, dated as of April 19, 1995, by all of the Restricted
Subsidiaries (other than AEPLP and any Subsidiary of AEPLP) for the benefit of
the Collateral Agent, as the same may be amended, supplemented, assigned or
otherwise modified from time to time.

                                       28
<PAGE>

                  "SUBSIDIARY SECURITY AGREEMENT" means that certain Subsidiary
Security Agreement, dated as of April 19, 1995, among all of the Restricted
Subsidiaries (other than AEPLP and any Subsidiary of AEPLP), the Collateral
Agent and Mellon Bank, N.A., as Cash Collateral Sub-Agent, as the same may be
amended, supplemented, assigned or otherwise modified from time to time.

                  "SURETY INSTRUMENTS" means all letters of credit (including
standby and commercial), bankers acceptances, bank guaranties, shipside bonds,
surety bonds and similar instruments.

                  "SWAP CONTRACT" means any agreement (including any master
agreement and any agreement, whether or not in writing, relating to any single
transaction) that is an interest rate swap agreement, basis swap, forward rate
agreement, commodity swap, commodity option, equity or equity index swap or
option, bond option, interest rate option, forward foreign exchange agreement,
rate cap, collar or floor agreement, currency swap agreement, cross-currency
rate swap agreement, swaption, currency option or any other, similar agreement
(including any option to enter into any of the foregoing).

                  "SWING LINE BANK" means Wachovia in its capacity as provider
of Swing Line Loans, or any successor swing line bank hereunder.

                  "SWING LINE LOAN" has the meaning specified in Section
2.16(a).

                  "SWING LINE SUBLIMIT" means an amount equal to the lesser of
(a) $20,000,000 and (b) the Revolving Commitments. The Swing Line Sublimit is
part of, and not in addition to, the Revolving Commitments.

                  "TAXES" means any and all present or future taxes, levies,
imposts or withholdings, and all penalties, interest and additions to taxes with
respect thereto, excluding, in the case of each Bank and the Agent, such taxes
(including income taxes or franchise taxes) as are imposed on or measured by
each Bank's net income or capital by the jurisdiction (or any political
subdivision thereof) under the laws of which such Bank or the Agent, as the case
may be, is organized or maintains a lending office.

                  "TOTAL ASSETS" means as of any date of determination, the
consolidated total assets of the Borrower and the Restricted Subsidiaries as
would be shown on a consolidated balance sheet of the Borrower and the
Restricted Subsidiaries prepared in accordance with GAAP as of that date.

                  "TOTAL DEBT" means as of any date of determination, the
aggregate principal amount of all Indebtedness of the Borrower and the
Restricted Subsidiaries at the time outstanding (other than Indebtedness
permitted by Section 8.1(c)). For purposes of computing the Leverage Ratio
pursuant to Section 8.14, Total Debt shall also include the obligations
described in clause (c) of the definition of "Contingent Obligation."

                  "TRANSFER" has the meaning specified in Section 8.17(b).

                                       29
<PAGE>

                  "TRANSFEROR" shall have the meaning specified in the
definition of Sale and Lease-Back Transaction.

                  "TYPE" has the meaning specified in the definition of "Loan."

                  "UGI" means UGI Corporation, a Pennsylvania corporation.

                  "UNITED STATES" and "U.S." each means the United States of
America.

                  "UNRESTRICTED SUBSIDIARY" means a Subsidiary of the Borrower
which is not a Restricted Subsidiary.

                  "WACHOVIA" means Wachovia Bank, National Association and its
successors.

                  "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means any Restricted
Subsidiary that is also a Wholly-Owned Subsidiary of the Borrower.

                  "WHOLLY-OWNED SUBSIDIARY" means, as applied to any Subsidiary
of any Person, a Subsidiary in which (other than directors' qualifying shares
required by law) 100% of the Capital Stock of each class having ordinary voting
power, and 100% of the Capital Stock of every other class, in each case, at the
time as of which any determination is being made, is owned, beneficially and of
record, by such Person, or by one or more of such Person's other Wholly-Owned
Subsidiaries, or both; provided, that for the purposes of this Agreement, (a)
AEPLP shall be deemed a "Wholly-Owned Subsidiary" of the Borrower for so long as
the Borrower directly or indirectly owns at least 99% of the Capital Stock of
AEPLP and 100% of the general partnership interests therein, and (b) AmeriGas
Eagle Parts & Service shall be deemed a "Wholly-Owned Subsidiary" of the
Borrower for so long as (i) AEPLP remains a Restricted Subsidiary and a
"Wholly-Owned Subsidiary" of the Borrower and (ii) AEPLP directly or indirectly
owns at least 100% of the Capital Stock of AmeriGas Eagle Parts & Service.

                  "YEARLY THRESHOLD" has the meaning specified in Section 8.15.

         1.2      Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

                  (b)      The words "hereof", "herein", "hereunder" and similar
words refer to this Agreement as a whole and not to any particular provision of
this Agreement; and subsection, Section, Schedule and Exhibit references are to
this Agreement unless otherwise specified.

                  (c)      (i)      The term "including" is not limiting and
means "including without limitation."

                           (ii)     In the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including"; the words "to" and "until" each mean "to but excluding", and the
word "through" means "to and including."

                                       30
<PAGE>

                  (d)      Unless otherwise expressly provided herein, (i)
references to agreements (including this Agreement) and other contractual
instruments shall be deemed to include all subsequent amendments and other
modifications thereto, but only to the extent such amendments and other
modifications are not prohibited by the terms of any Loan Document, and (ii)
references to any statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting the statute or regulation.

                  (e)      The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

                  (f)      This Agreement and other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are independent
and shall each be performed in accordance with their terms.

                  (g)      This Agreement and the other Loan Documents are the
result of negotiations among and have been reviewed by counsel to the Agent, the
Borrower and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Banks or the Agent merely
because of the Agent's or Banks' involvement in their preparation.

         1.3      Accounting Principles. (a) Unless otherwise specified, all
accounting terms used herein or in any other Loan Document shall be interpreted,
all accounting determinations and computations hereunder or thereunder shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared in accordance with, those generally accepted
accounting principles in effect in the United States of America from time to
time ("GAAP"). Notwithstanding the foregoing, if the Borrower, the Required
Banks or the Agent determines that a change in GAAP from that in effect on the
date hereof has altered the treatment of certain financial data to its detriment
under this Agreement, such party may seek of the others a renegotiation of any
financial covenant affected thereby. If the Borrower, the Required Banks and
Agent cannot agree on renegotiated covenants, then, for the purposes of this
Agreement, GAAP will refer to generally accepted accounting principles on the
date just prior to the date on which the change that gave rise to the
renegotiation occurred.

                  (b)      References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of the Borrower.

                                   ARTICLE II

                                   THE CREDITS

         2.1      Amounts and Terms of Commitments.

                  (a)      The Acquisition Credit. Each Bank severally agrees,
on the terms and conditions set forth herein, to make loans to the Borrower
(each such loan, an "ACQUISITION LOAN") from time to time on any Business Day
during the period from the Closing Date to the Acquisition Loan Termination Date
in an aggregate principal amount not to exceed at any time outstanding the
amount set forth opposite such Bank's name on Schedule 2.1 (such amount as

                                       31
<PAGE>

the same may be reduced under Section 2.5 or Section 2.7 or as reduced or
increased as a result of one or more assignments under Section 12.9, the Bank's
"ACQUISITION COMMITMENT"). Within the limits of each Bank's Acquisition
Commitment and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.1(a), prepay under Section 2.6 and reborrow
under this Section 2.1(a).

                  (b)      The Revolving Credit. Each Bank severally agrees, on
the terms and conditions set forth herein, to make loans to the Borrower (each
such loan, a "REVOLVING LOAN") from time to time on any Business Day during the
period from the Closing Date to the Revolving Termination Date, in an aggregate
principal amount not to exceed at any time outstanding the amount set forth
opposite such Bank's name on Schedule 2.1 (such amount as the same may be
reduced under Section 2.5 or Section 2.7 or reduced or increased as a result of
one or more assignments under Section 12.9, the Bank's "REVOLVING COMMITMENT");
provided, that after giving effect to any Borrowing of Revolving Loans, the
Effective Amount of all outstanding Revolving Loans plus the Effective Amount of
all L/C Obligations plus the Effective Amount of all Swing Line Loans shall not
exceed the Revolving Commitments. Within the limits of each Bank's Revolving
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.1(b), prepay under Section 2.6 and reborrow
under this Section 2.1(b). As a subfacility of the Banks' Revolving Commitments,
the Borrower may request the Issuing Bank to Issue Letters of Credit from time
to time pursuant to Article III. In addition, the Borrower may request the Swing
Line Bank to make Swing Line Loans to the Borrower from time to time pursuant to
Section 2.16.

         2.2      Loan Accounts. (a) The Loans made by each Bank shall be
evidenced by one or more loan accounts or records maintained by such Bank in the
ordinary course of business. Each Bank will make reasonable efforts to maintain
the accuracy of its loan account or accounts and to update promptly its loan
account or accounts from time to time, as necessary.

                  (b)      The Agent shall maintain the Register pursuant to
Section 12.9(d) and a loan subaccount for each Bank, in which Register and loan
subaccount (taken together) shall be recorded (i) the date, amount, and Interest
Period, if applicable, of each Loan, and whether such Loan is a Base Rate Loan,
a Eurodollar Rate Loan or a Swing Line Loan, (ii) the amount of any principal or
interest due and payable or to become due and payable to each Bank hereunder and
(iii) the amount of any sum received by the Agent hereunder from or for the loan
account of the Borrower and each Bank's percentage share thereof. The Agent will
make reasonable efforts to maintain the accuracy of the subaccounts referred to
in the preceding sentence and to update promptly such loan subaccounts from time
to time, as necessary.

                  (c)      The entries made in the Register and loan subaccounts
maintained pursuant to subsection (b) of this Section 2.2, to the extent
permitted by applicable law, shall be prima facie evidence of the existence and
amounts of such obligations of the Borrower therein recorded; provided, however,
that the failure of the Agent or any Bank to maintain any such Register, loan
subaccount or loan account, as applicable, or any error therein, shall not in
any manner affect the obligations of the Borrower to repay the Loans in
accordance with the terms thereof.

                                       32
<PAGE>

                  (d)      Upon the request of any Bank made through the Agent,
and at the expense of the Borrower, the Loans made by such Bank may be evidenced
by one or more Notes, instead of loan accounts. Each such Bank shall endorse on
the schedules annexed to its Note(s) the date, amount and maturity of each Loan
made by it and the amount of each payment of principal made by the Borrower with
respect thereto. Each such Bank is irrevocably authorized by the Borrower to so
endorse its Note(s) and each Bank's record shall be rebuttable presumptive
evidence of the amount of the Loans made by such Bank to the Borrower and the
interest and principal payments thereof; provided, however, that the failure of
a Bank to make, or an error in making, a notation thereon with respect to any
Loan shall not limit or otherwise affect the obligations of the Borrower
hereunder or under any such Note to pay any amount owing with respect to the
Loans made by such Bank.

                  (e)      Each Bank represents that at no time shall any part
of the funds used to make any Loan constitute, or deemed under ERISA, the Code
or any other applicable law, or any ruling or regulation issued thereunder, or
any court decision, to constitute, the assets of any employee benefit plan (as
defined in section 3(3) of ERISA) or any plan (as defined in section 4975(e)(1)
of the Code).

         2.3      Procedure for Borrowing. (a) Each Borrowing of Loans (other
than Swing Line Loans) shall be made upon the Borrower's irrevocable written
notice delivered to the Agent in the form of a Notice of Borrowing (which notice
must be received by the Agent prior to 1:00 p.m.) (New York City time) (i) three
Business Days prior to the requested Borrowing Date, in the case of Eurodollar
Rate Loans; and (ii) one Business Day prior to the requested Borrowing Date, in
the case of Base Rate Loans, specifying:

                           (A)      the amount of the Borrowing, which shall be
                  in an aggregate minimum amount of $5,000,000 in the case of
                  Eurodollar Rate Loans or $1,000,000 in the case of Base Rate
                  Loans, or any multiple of $1,000,000 in excess thereof;
                  provided, however, that the Borrower may request (x) up to two
                  Borrowings of Base Rate Loans in a minimum amount of $500,000
                  in any fiscal quarter and (y) Borrowings of Base Rate Loans in
                  such amount as is necessary to pay to the Agent the amounts
                  required by the last sentence of Section 2.13(a);

                           (B)      the requested Borrowing Date, which shall be
                  a Business Day;

                           (C)      the Type of Loans comprising the Borrowing;

                           (D)      whether the Loans comprising the Borrowing
                  shall be Acquisition Loans or Revolving Loans and, if the
                  Loans comprising the Borrowing shall be Acquisition Loans,
                  whether the Acquisition Loans comprising the Borrowing shall
                  be Specified Acquisition Loans; and

                           (E)      other than in the case of Base Rate Loans,
                  the duration of the Interest Period applicable to the Loans
                  included in such notice. If the Notice of Borrowing fails to
                  specify the duration of the Interest Period for any Borrowing
                  comprised of Eurodollar Rate Loans, such Interest Period shall
                  be one month.

                                       33
<PAGE>

provided, however, that with respect to any Borrowing to be made on the Closing
Date, the Notice of Borrowing shall be delivered to the Agent no later than
10:00 a.m. (New York City time) on the Closing Date and such Borrowing will
consist of Base Rate Loans only.

                  (b)      The Agent will promptly notify each Bank of its
receipt of any Notice of Borrowing (or a deemed notice of Borrowing under
Section 2.16(b)) and of the amount of such Bank's Pro Rata Share of that
Borrowing.

                  (c)      Each Bank will make the amount of its Pro Rata Share
of each Borrowing available to the Agent for the account of the Borrower at the
Agent's Payment Office by 1:00 p.m. (New York City time) on the Borrowing Date
requested by the Borrower in funds immediately available to the Agent. The
proceeds of all such Loans will then be made available to the Borrower by the
Agent on the Borrowing Date by crediting the Borrower's Account with the
aggregate of such amounts made available to the Agent by the Banks and in like
funds as received by the Agent.

                  (d)      After giving effect to any Borrowing, there may not
be more than ten different Interest Periods in effect.

         2.4      Conversion and Continuation Elections. (a) The Borrower may,
upon irrevocable written notice to the Agent in accordance with Section 2.4(b):

                           (i)      elect, as of any Business Day, in the case
of Base Rate Loans, or as of the last day of the applicable Interest Period, in
the case of Eurodollar Rate Loans, to convert any such Loans (or any part
thereof in an amount not less than $5,000,000 in the case of a conversion to a
Eurodollar Rate Loan or $1,000,000 in the case of a conversion to a Base Rate
Loan, or that is in an integral multiple of $1,000,000 in excess thereof) into
Loans of the other Type; or

                           (ii)     elect, as of the last day of the applicable
Interest Period, to continue as Eurodollar Rate Loans any Eurodollar Rate Loans
having Interest Periods expiring on such day (or any part thereof in an amount
not less than $5,000,000, or that is in an integral multiple of $1,000,000 in
excess thereof);

provided, that if at any time the aggregate amount of Eurodollar Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $5,000,000, such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrower to continue such Loans as, and convert such Loans into,
Eurodollar Rate Loans shall terminate.

                  (b)      The Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 1:00 p.m.
(New York City time) (i) three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as Eurodollar Rate Loans; and (ii) one Business Day in advance of the
Conversion/Continuation Date, if the Loans are to be converted into Base Rate
Loans, specifying:

                           (A)      the proposed Conversion/Continuation Date;

                                       34
<PAGE>

                           (B)      the aggregate amount of Loans to be
                  converted or continued;

                           (C)      the Type of Loans resulting from the
                  proposed conversion or continuation; and

                           (D)      other than in the case of conversions into
                  Base Rate Loans, the duration of the requested Interest
                  Period.

                  (c)      If upon the expiration of any Interest Period, the
Borrower has failed to select timely a new Interest Period to be applicable to
the Eurodollar Rate Loans having the expired Interest Period or if any Default
or Event of Default then exists, the Borrower shall be deemed to have elected to
convert such Eurodollar Rate Loans into Base Rate Loans effective as of the
expiration date of such Interest Period.

                  (d)      The Agent will promptly notify each Bank of its
receipt of a Notice of Conversion/Continuation, or, if no timely notice is
provided by the Borrower, the Agent will promptly notify each Bank of the
details of any automatic conversion. All conversions and continuations shall be
made ratably according to the respective outstanding principal amounts of the
Loans with respect to which the notice was given held by each Bank.

                  (e)      Unless the Required Banks otherwise agree, during the
existence of a Default or unless all the Banks otherwise agree, during the
existence of an Event of Default, the Borrower may not elect to have a Loan
converted into or continued as a Eurodollar Rate Loan.

                  (f)      After giving effect to any conversion or continuation
of Loans, there may not be more than ten different Interest Periods in effect.

         2.5      Voluntary Termination or Reduction of Commitments. The
Borrower may, upon prior notice to the Agent no later than 11:00 a.m. (New York
City time) two Business Days' prior to a proposed termination, terminate the
Revolving Commitments or the Acquisition Commitments, or permanently reduce the
Commitments by an aggregate minimum amount of $3,000,000 or any multiple of
$1,000,000 in excess thereof; unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof subject to Sections 2.6
and 4.4, (a) the then Effective Amount of all Revolving Loans and Swing Line
Loans plus the then Effective Amount of all L/C Obligations would exceed the
amount of the Revolving Commitments then in effect or (b) the then Effective
Amount of all outstanding Acquisition Loans would exceed the amount of the
Acquisition Commitments then in effect. Once received, any notice delivered by
the Borrower to the Agent under this Section 2.5 shall be irrevocable. Once
reduced in accordance with this Section 2.5, the Commitments may not be
increased. Any reduction of the Commitments shall be applied to each Bank
according to its Pro Rata Share. All accrued facility fees to, but not
including, the effective date of any reduction or termination of Commitments,
shall be paid on the last day of each calendar quarter and the effective date of
any such termination. The Agent will promptly notify each Bank of its receipt of
a notice under this Section 2.5.

                                       35
<PAGE>

         2.6      Optional Prepayments.

                  (a)      Subject to Section 4.4, the Borrower may, upon notice
to the Agent, at any time or from time to time voluntarily prepay Loans (other
than Swing Line Loans) in whole or in part without premium or penalty; provided
that such notice must be received by the Agent not later than 1:00 p.m. (New
York City time) (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans. Such
notice of prepayment shall be irrevocable and specify the date and amount of
such prepayment and the Type(s) of Loans to be prepaid and whether the Loans to
be prepaid are Acquisition Loans or Revolving Loans. The Agent will promptly
notify each Bank of its receipt of any such notice, and of such Bank's Pro Rata
Share of such prepayment. If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein, together with, in the case of
Eurodollar Rate Loans, accrued interest to such date on the amount prepaid and
any amounts required pursuant to Section 4.4; provided, that no amount of any
optional prepayment under this Section 2.6(a) may be applied to the Revolving
Loans unless and until all Specified Acquisition Loans have been paid in full.

                  (b)      The Borrower may, upon notice to the Swing Line Bank
(with a copy to the Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Bank and the Agent not later
than 1:00 p.m. (New York City time) on the date of the prepayment, and (ii) any
such prepayment shall be in a minimum principal amount of $100,000. Each such
notice shall be irrevocable and shall specify the date and amount of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.

         2.7      Mandatory Prepayments of Loans; Mandatory Commitment
Reductions.

                  (a)      Asset Sales. In the event that any Asset Sale results
in Excess Sale Proceeds which are not applied as provided in Section
8.8(c)(ii)(B)(x), such Excess Sale Proceeds shall be applied to the prepayment
of Senior Indebtedness on a pro rata basis based upon the aggregate principal
amount of Senior Indebtedness then outstanding (assuming, with respect to
revolving debt, that the maximum commitment amount is outstanding); provided,
however, that the amounts that would be applicable to payments to the Banks
hereunder shall be applied first to outstanding amounts under the Acquisition
Commitments, then to outstanding amounts under the Revolving Commitments. Such
prepayments shall be allocated among the Banks according to their respective Pro
Rata Shares. The Acquisition Commitments and Revolving Commitments shall be
permanently reduced by the amount of such prepayments applied to outstanding
principal amounts thereunder, and any such reduction shall be applied to each
Bank according to its Pro Rata Share. If the amount of such Excess Sale Proceeds
applicable to payment to the Banks hereunder exceeds the amount of the
outstandings under the Commitments, the Commitments shall be permanently reduced
by such excess, by reduction, first to the Acquisition Commitments and then to
the Revolving Commitments, and any such reduction shall be applied to each Bank
in accordance with its Pro Rata Share.

                  (b)      Excess Outstandings. If on any date the Effective
Amount of L/C Obligations exceeds the L/C Commitment, the Borrower shall Cash
Collateralize on such date the outstanding Letters of Credit in an amount equal
to the excess of the maximum amount then

                                       36
<PAGE>

available to be drawn under the Letters of Credit over the L/C Commitment.
Subject to Section 4.4, if on any date after giving effect to any Cash
Collateralization made on such date pursuant to the preceding sentence (i) the
Effective Amount of all Revolving Loans and L/C Obligations exceeds the
Revolving Commitments or (ii) the Effective Amount of all Acquisition Loans
exceeds the Acquisition Commitments, then the Borrower shall immediately, and
without notice or demand, prepay the outstanding principal amount of the
Revolving Loans, L/C Advances and/or Acquisition Loans, by an amount equal to
such excess.

                  (c)      Other Prepayments. In the event of a prepayment or
mandatory repurchase of the First Mortgage Notes or other Parity Debt not
governed by Section 2.7(a) after the Acquisition Loan Termination Date, the
Loans shall be prepaid in a pro rata amount, such pro rata amount based upon the
maximum commitment amount of Parity Debt plus the Commitments hereunder. Such
prepayment shall be applied first to outstanding amounts under the Acquisition
Loans, then to outstanding amounts under the Revolving Loans (with a concurrent
permanent reduction of the Revolving Commitments).

                  (d)      Reduction of Acquisition Commitments. Upon any
prepayment of the Acquisition Loans under Section 2.7(c), the respective
Acquisition Commitments of the Banks shall be automatically and permanently
reduced by an amount for each Bank equal to such Bank's Pro Rata Share of such
prepayment of the Acquisition Loans.

         2.8      Repayment. (a) The Acquisition Credit. The Borrower shall
repay to the Banks in full on the Acquisition Loan Termination Date the
aggregate principal amount of Acquisition Loans outstanding on such date,
together with all accrued and unpaid interest thereon.

                  (b)      The Revolving Credit. The Borrower shall repay to the
Agent, for the benefit of the Banks, in full on the Revolving Termination Date
the aggregate principal amount of Revolving Loans outstanding on such date,
together with all accrued and unpaid interest thereon.

                  (c)      Swing Line Loans. The Borrower shall repay to the
Agent, for the benefit of the Swing Line Bank, in full the aggregate principal
amount of each Swing Line Loan, together with all accrued and unpaid interest
thereon, upon the earlier of (a) 5 calendar days following the date on which
such Swing Line Loan was funded by the Swing Line Bank and (b) the Revolving
Termination Date.

         2.9      Interest. (a) Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Eurodollar Rate (other than with respect to Swing Line Loans) or
the Base Rate, as the case may be (and subject to the Borrower's right to
convert to the other Type of Loan under Section 2.4), plus the Applicable
Margin.

                  (b)      Interest on each Loan shall be paid in arrears on
each Interest Payment Date. Interest shall also be paid on the date of any
prepayment of Eurodollar Rate Loans under Section 2.6 or 2.7 for the portion of
the Loans so prepaid and upon payment (including prepayment) in full thereof
and, during the existence of any Event of Default, interest shall be paid on
demand of the Agent at the request or with the consent of the Required Banks.
Interest

                                       37
<PAGE>

on each Swing Line Loan shall be for the sole account of the Swing Line Bank
(except to the extent the other Banks have funded the purchase of participations
therein pursuant to subsection 2.16(c)).

                  (c)      Notwithstanding subsection (a) of this Section, if
any amount of principal of or interest on any Loan, or any other amount payable
hereunder or under any other Loan Document is not paid in full when due (whether
at stated maturity, by acceleration, demand or otherwise), the Borrower agrees
to pay interest on such unpaid principal or other amount, from the date such
amount becomes due to the date such amount is paid in full, and after as well as
before any entry of judgment thereon to the extent permitted by law, payable on
demand (but not more frequently than once per week), at a fluctuating rate per
annum equal to the Base Rate plus 2%.

                  (d)      Anything herein to the contrary notwithstanding, the
obligations of the Borrower hereunder shall be subject to the limitation that
payments of interest shall not be required for any period for which interest is
computed hereunder, to the extent (but only to the extent) that contracting for
or receiving such payment would be contrary to the provisions of any applicable
law limiting the highest rate of interest that may be lawfully contracted for,
charged or received by the Agent, applicable Bank, Swing Line Bank or Issuing
Bank, and in such event the Borrower shall pay such Bank interest for such
period at the highest rate permitted by applicable law.

         2.10     Fees. (a) Arrangement, Agency Fees. The Borrower shall pay all
fees as required by the letter agreement ("FEE LETTER") among the Borrower, the
Agent and the Arranger dated June 16, 2003.

                  (b)      Facility Fees. The Borrower shall pay on the last
Business Day of each calendar quarter to the Agent for the account of each Bank
a facility fee on the daily average amount of (i) such Bank's Revolving
Commitment (whether or not used) from the date hereof until the Revolving
Termination Date and (ii) such Bank's Acquisition Commitment (whether or not
used) from the date hereof until the Acquisition Loan Termination Date, in each
case at the rate per annum set forth below for each Pricing Tier as such Pricing
Tier is applicable:

                                       38
<PAGE>

<TABLE>
<CAPTION>
Pricing Tier                     Funded Debt Ratio              Facility Fee Rate
------------                     -----------------              -----------------
<S>                        <C>                                  <C>
I                          Less than or equal to 1.75x              0.2500%

II                         Greater than 1.75 x but less             0.2500%
                           than or equal to 2.75x

III                        Greater than 2.75 x but less             0.3750%
                           than or equal to 3.25x

IV                         Greater than 3.25 x but less             0.3750%
                           than or equal to 3.75x

V                          Greater than 3.75x but less              0.5000%
                           than or equal to 4.25x

VI                         Greater than 4.25x but less              0.5000%
                           than or equal to 4.75x

VII                        Greater than 4.75                        0.5000%
</TABLE>

For the purpose of determining the applicable Pricing Tier pursuant to this
Section 2.10(b) and subject to the last sentence of this paragraph, EBITDA shall
be determined as at the end of each fiscal quarter for the four fiscal quarters
then ending and Funded Debt shall be determined as at the end of each fiscal
quarter for which such calculation is being determined. Pricing changes shall be
effective on the later of (i) 45 days after the end of each of the first three
fiscal quarters of each fiscal year and 90 days after each fiscal year end and
(ii) the Agent's receipt of financial statements hereunder for such fiscal
quarter or fiscal year; provided, however, that if the financial statements are
not delivered when due in accordance with Section 7.1, then Pricing Tier VII
shall apply as of the first Business Day after the date on which such financial
statements were required to have been delivered until the date upon which such
financial statements are delivered to the Agent. For the period from the Closing
Date through December 29, 2003, the applicable Pricing Tier shall be determined
by reference to the Compliance Certificate delivered pursuant to Section 5.1(k).

         2.11     Computation of Fees and Interest. (a) All computations of
interest for Base Rate Loans when the Base Rate is determined by the Prime Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more
fees or interest, as applicable, being paid than if computed on the basis of a
365-day year). Interest shall accrue on each Loan for the day on which the Loan
is made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day.

                  (b)      Each determination of an interest rate by the Agent
shall be conclusive and binding on the Borrower and the Banks in the absence of
manifest error.

                                       39
<PAGE>

         2.12     Payments by the Borrower. (a) All payments to be made by the
Borrower shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrower shall be made
to the Agent for the account of the Banks at the Agent's Payment Office, and
shall be made in dollars and in immediately available funds, no later than 1:00
p.m. (New York City time) on the date specified herein. The Agent will promptly
distribute to each Bank its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 1:00 p.m. (New York City time) shall be
deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue to such Business Day.

                  (b)      Subject to the provisions set forth in the definition
of "Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

                  (c)      Unless the Agent receives notice from the Borrower
prior to the date on which any payment is due to the Banks that the Borrower
will not make such payment in full as and when required, the Agent may assume
that the Borrower has made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required), in
reliance upon such assumption, distribute to each Bank on such due date an
amount equal to the amount then due such Bank. If and to the extent the Borrower
has not made such payment in full to the Agent, each Bank shall repay to the
Agent on demand such amount distributed to such Bank, together with interest
thereon at the Federal Funds Rate for each day from the date such amount is
distributed to such Bank until the date repaid.

         2.13     Payments by the Banks to the Agent, etc. (a) Unless the Agent
receives notice from a Bank on or prior to the Closing Date or, with respect to
any Borrowing after the Closing Date, at least one Business Day prior to the
date of such Borrowing, that such Bank will not make available as and when
required hereunder to the Agent for the account of the Borrower the amount of
that Bank's Pro Rata Share of the Borrowing, the Agent may assume that each Bank
has made or will make such amount available to the Agent in immediately
available funds on the Borrowing Date and the Agent may (but shall not be so
required), in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent any Bank shall not have
made the full amount of its Pro Rata Share of any Borrowing available to the
Agent in immediately available funds and the Agent in such circumstances has
made available to the Borrower such amount, that Bank shall on the Business Day
following such Borrowing Date make such amount available to the Agent, together
with interest at the Federal Funds Rate for each day during such period. A
notice of the Agent submitted to any Bank with respect to amounts owing under
this subsection (a) shall be conclusive, absent manifest error. If such amount
is so made available, such payment to the Agent shall constitute such Bank's
Loan on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to the Agent on the Business Day following the Borrowing
Date, the Agent will notify the Borrower of such failure to fund and, upon
demand by the Agent, the Borrower shall pay such amount to the Agent for the
Agent's account, together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Loans comprising such Borrowing.

                                       40
<PAGE>

                  (b)      The failure of any Bank to make any Loan on any
Borrowing Date shall not relieve any other Bank of any obligation hereunder to
make a Loan on such Borrowing Date, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on any
Borrowing Date. No Bank shall be entitled to take any action to protect or
enforce its rights arising out of any Loan Document without the prior written
consent of the Required Banks, including the exercise, or attempt to exercise,
any right of set-off, banker's lien, or any similar such action, against any
deposit account or property of the Borrower held by any such Bank.

         2.14     Sharing of Payments, etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it, or
the participations in L/C Obligations or in Swing Line Loans held by it, any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise, except pursuant to Sections 2.15, 4.7, 12.1, and 12.9) in
excess of its Pro Rata Share, such Bank shall immediately (a) notify the Agent
of such fact, and (b) purchase from the other Banks such participations in the
Loans made by them as shall be necessary to cause such purchasing Bank to share
the excess payment pro rata with each of them; provided, that if all or any
portion of such excess payment is thereafter recovered from the purchasing Bank,
such purchase shall to that extent be rescinded and each other Bank shall repay
to the purchasing Bank the purchase price paid therefor, together with an amount
equal to such paying Bank's ratable share (according to the proportion of (i)
the amount of such paying Bank's required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. The
Borrower agrees that any Bank so purchasing a participation from another Bank
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 12.11) with respect to
such participation as fully as if such Bank were the direct creditor of the
Borrower in the amount of such participation. The Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Banks following any such purchases or repayments.

         2.15     Revolving Termination Date. (a) The Revolving Commitments
shall terminate and each Bank shall be relieved of its obligations to make any
Revolving Loan on the Revolving Termination Date. The Borrower may from time to
time request an extension of the Revolving Termination Date for an additional
one-year period by executing and delivering to the Agent a Commitment
Termination Date Extension Request at least 60 but not more than 90 days prior
to the then scheduled Revolving Termination Date. The Revolving Termination Date
shall be so extended if the Agent shall have received from each Bank on or prior
to the 30th day preceding the then scheduled Revolving Termination Date a duly
executed counterpart of such Commitment Termination Date Extension Request. Each
Bank may in its sole and absolute discretion withhold its consent, or condition
its consent, to any such Commitment Termination Date Extension Request.

                  (b)      Notwithstanding the foregoing, if the Agent shall
have received duly executed counterparts of a Commitment Termination Date
Extension Request from Banks representing, in the aggregate, 80% or more of the
Revolving Commitments, but less than 100% of the Revolving Commitments, on or
prior to the 30th day preceding the then scheduled Revolving Termination Date,
the Agent shall so notify (the date of such notice being the "NOTICE

                                       41
<PAGE>

DATE") the Borrower, and the Borrower shall have the right to seek a substitute
bank or banks (the "NEW BANKS") which New Banks would meet the requirements to
be Eligible Assignees, acceptable to the Agent and the Borrower (which may be
one or more of the Banks) to replace the Bank or Banks which have not delivered
a counterpart of such Commitment Termination Date Extension Request by such
time; provided, that such New Banks shall replace such nonrenewing Banks on all
such nonrenewing Banks' Commitments, Loans, L/C Obligations and L/C Advances, so
the Pro Rata Share of any New Bank of the Acquisition Commitments, Revolving
Commitments, Loans, L/C Obligations and L/C Advances shall be the same. If any
Revolving Termination Date shall not have been extended pursuant to clause (a)
above, the Borrower shall elect, by delivering to the Agent at least four
Business Days' prior to the then scheduled Revolving Termination Date a written
notice of election, either (i) not to extend such Revolving Termination Date, in
which case such Revolving Termination Date shall not be so extended for any Bank
irrespective of whether such Bank has or has not sent its duly executed
counterpart of the Commitment Termination Date Extension Request or (ii) if the
aggregate Revolving Commitments of the Banks who have delivered duly executed
counterparts of a Commitment Termination Date Extension Request represent at
least 80% of the Revolving Commitments, to extend such current Revolving
Termination Date, in which case (x) the Revolving Termination Date shall be
extended for an additional period of one year from the then scheduled Revolving
Termination Date, and (y) the Revolving Commitments shall be reduced on the then
scheduled Revolving Termination Date to an amount equal to the aggregate of the
Revolving Commitments of the Banks who had delivered duly executed counterparts
of a Commitment Termination Date Extension Request on or prior to the 30th day
preceding the then scheduled Revolving Termination Date, plus the aggregate
Revolving Commitments of the New Banks and (z) the Commitments shall be reduced
on the then scheduled Revolving Termination Date to an amount equal to (1) the
aggregate of the Commitments of the Banks who have delivered executed
counterparts of a Commitment Termination Date Extension Request on or prior to
the 30th day preceding the then scheduled Revolving Termination Date plus (2)
the aggregate Commitments of the New Banks, and the Borrower shall pay (such
payment to be made on such Revolving Termination Date) in full all Revolving
Loans and Acquisition Loans plus all accrued interest and fees (including any
amounts owed under Section 4.4) owing to each such non-renewing Bank and each
such non-renewing Bank (to the extent that such Loans have not been acquired by
the new Banks) shall no longer have any Commitment for purposes of this
Agreement and each other Loan Document. If the Borrower shall not have delivered
such a written notice of election to the Agent on or prior to the then scheduled
Revolving Termination Date, such Revolving Termination Date shall not be
extended.

         2.16     Swing Line Loans.

                  (a)      The Swing Line. On the terms and subject to the
conditions set forth in Section 5.1 (in the case of any Swing Line Loan to be
made on the Closing Date), Section 5.2 and this Section 2.16, the Swing Line
Bank agrees to make loans (each such loan, a "SWING LINE LOAN") to the Borrower
from time to time on any Business Day during the period from the Closing Date to
the Revolving Termination Date in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Pro Rata Share of the Effective
Amount of Revolving Loans and L/C Obligations of the Bank acting as Swing Line
Bank, may exceed the amount of the Swing Line Bank's Revolving Commitment;
provided, however, that after giving

                                       42
<PAGE>

effect to any Swing Line Loan, (i) the aggregate Effective Amount of all
Revolving Loans, all Swing Line Loans and all L/C Obligations shall not exceed
the Revolving Commitments of all the Banks, and (ii) the aggregate Effective
Amount of the Revolving Loans of any Bank, plus such Bank's Pro Rata Share of
the Effective Amount of all L/C Obligations, plus such Bank's Pro Rata Share of
the Effective Amount of all Swing Line Loans shall not exceed such Bank's
Revolving Commitment, and provided, further, that the Borrower shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.16, prepay under Section
2.6, and reborrow under this Section 2.16. Each Swing Line Loan shall be a Base
Rate Loan. Immediately upon the making of a Swing Line Loan, each Bank shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Bank a risk participation in such Swing Line Loan in an amount
equal to the product of such Bank's Pro Rata Share times the amount of such
Swing Line Loan.

                  (b)      Borrowing Procedures. Each Borrowing of Swing Line
Loans shall be made upon the Borrower's irrevocable notice to the Swing Line
Bank and the Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Bank and the Agent not later than 1:00 p.m. (New York
City time) on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $1,000,000 or any multiple of
$1,000,000 in excess thereof and (ii) the requested borrowing date, which shall
be a Business Day. Each such telephonic notice must be confirmed promptly by
delivery to the Swing Line Bank and the Agent of a written Notice of Borrowing,
appropriately completed and signed by a Responsible Officer of the Borrower.
Promptly after receipt by the Swing Line Bank of any telephonic notice of
borrowing of Swing Line Loans, the Swing Line Bank will confirm with the Agent
(by telephone or in writing) that the Agent has also received such notice of
borrowing and, if not, the Swing Line Bank will notify the Agent (by telephone
or in writing) of the contents thereof. Unless the Swing Line Bank (x) has
received notice (by telephone or in writing) from the Agent (including at the
request of any Bank) prior to 2:00 p.m. (New York City time) on the date of the
proposed Borrowing (A) directing the Swing Line Bank not to make such Swing Line
Loan as a result of the limitations set forth in the proviso to the first
sentence of Section 2.16(a), or (B) that one or more of the applicable
conditions specified in Article V is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Bank will, not later than 3:00 p.m.
(New York City time) on the borrowing date specified in such Notice of
Borrowing, make the amount of its Swing Line Loan available to the Borrower.

                  (c)      Refinancing of Swing Line Loans.

                           (i)      The Swing Line Bank at any time in its sole
and absolute discretion may request, on behalf of the Borrower (which hereby
irrevocably authorizes the Swing Line Bank to so request on its behalf), that
each Bank make a Base Rate Loan in an amount equal to such Bank's Pro Rata Share
of the amount of Swing Line Loans then outstanding. Such request shall be made
in writing (which written request shall be deemed to be a Notice of Borrowing
for purposes hereof) and in accordance with the requirements of Section 2.3,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans. The Swing Line Bank shall furnish the Borrower with a
copy of the applicable Notice of Borrowing promptly after delivering such notice
to the Agent. Each Bank shall make an amount equal to its Pro Rata Share of the
amount specified in such Notice of Borrowing

                                       43
<PAGE>

available to the Agent in immediately available funds for the account of the
Swing Line Bank at the Agent's Office not later than 1:00 p.m. (New York City
time) on the day specified in such Notice of Borrowing, whereupon, subject to
Section 2.16(c)(ii), each Bank that so makes funds available shall be deemed to
have made a Base Rate Loan to the Borrower in such amount. The Agent shall remit
the funds so received to the Swing Line Bank.

                           (ii)     If for any reason any Swing Line Loan cannot
be refinanced by such a Borrowing in accordance with Section 2.16(c)(i), the
request for Base Rate Loans submitted by the Swing Line Bank as set forth herein
shall be deemed to be a request by the Swing Line Bank that each of the Banks
fund its risk participation in the relevant Swing Line Loan and each Bank's
payment to the Agent for the account of the Swing Line Bank pursuant to Section
2.16(c)(i) shall be deemed payment in respect of such participation.

                           (iii)    If any Bank fails to make available to the
Agent for the account of the Swing Line Bank any amount required to be paid by
such Bank pursuant to the foregoing provisions of this Section 2.16(c) by the
time specified in Section 2.16(c)(i), the Swing Line Bank shall be entitled to
recover from such Bank (acting through the Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Swing Line Bank at a
rate per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the Swing Line Bank submitted to any Bank (through the Agent)
with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest error.

                           (iv)     Each Bank's obligation to make Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.16(c) shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any set-off, counterclaim, recoupment, defense
or other right which such Bank may have against the Swing Line Bank, the
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Bank's obligation to make Loans pursuant to this Section 2.16(c) is subject to
the conditions that the Swing Line Loan was made by the Swing Line Bank in
accordance with Sections 2.16(a) and 2.16(b). No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower
to repay Swing Line Loans, together with interest as provided herein.

                  (d)      Repayment of Participations.

                           (i)      At any time after any Bank has purchased and
funded a risk participation in a Swing Line Loan, if the Swing Line Bank
receives any payment on account of such Swing Line Loan, the Swing Line Bank
will distribute to such Bank its Pro Rata Share of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Bank's risk participation was funded) in the same funds as those
received by the Swing Line Bank.

                           (ii)     If any payment received by the Swing Line
Bank in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Bank under any of the circumstances described in
Section 12.7 (including pursuant to any settlement

                                       44
<PAGE>

entered into by the Swing Line Bank in its discretion), each Bank shall pay to
the Swing Line Bank its Pro Rata Share thereof on demand of the Agent, plus
interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the Federal Funds Rate. The Agent will
make such demand upon the request of the Swing Line Bank.

                  (e)      Interest for Account of Swing Line Bank. The Swing
Line Bank shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Bank funds its Base Rate Loan or risk participation
pursuant to this Section 2.16 to refinance such Bank's Pro Rata Share of any
Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for
the account of the Swing Line Bank.

                  (f)      Payments Directly to Swing Line Bank. The Borrower
shall make all payments of principal and interest in respect of the Swing Line
Loans to the Agent for the benefit of the Swing Line Bank.

                                   ARTICLE III

                              THE LETTERS OF CREDIT

         3.1      The Letter of Credit Subfacility. (a) On the terms and subject
to the conditions set forth herein (i) the Issuing Bank agrees, in reliance upon
the agreements of the other Banks set forth in this Article III, (A) from time
to time on any Business Day during the period from the Closing Date to the
Revolving Termination Date to issue Letters of Credit for the account of the
Borrower, and to amend or renew, extend the expiration of or increase the amount
of Letters of Credit previously issued by it, in accordance with Sections 3.2(c)
and 3.2(d), and (B) to honor drafts under the Letters of Credit; and (ii) the
Banks severally agree to participate in Letters of Credit Issued for the account
of the Borrower; provided, that the Issuing Bank shall not be obligated to
Issue, and no Bank shall be obligated to participate in, any Letter of Credit if
as of the date of Issuance of such Letter of Credit (the "ISSUANCE DATE") (x)
the Effective Amount of all L/C Obligations plus the Effective Amount of all
Revolving Loans plus the Effective Amount of all Swing Line Loans exceeds the
amount of the Revolving Commitment or (y) the Effective Amount of all L/C
Obligations exceeds $100,000,000. Within the foregoing limits, and subject to
the other terms and conditions hereof, the Borrower's ability to obtain Letters
of Credit shall be fully revolving, and, accordingly, the Borrower may, during
the foregoing period, obtain Letters of Credit to replace Letters of Credit
which have expired or which have been drawn upon and reimbursed. The Existing
Letters of Credit shall be deemed to have been issued pursuant hereto, and from
and after the Closing Date shall be subject to and governed by the terms and
conditions hereof.

                  (b)      The Issuing Bank shall not Issue any Letter of Credit
if:

                           (i)      any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the Issuing Bank from Issuing such Letter of Credit, or any Requirement
of Law applicable to the Issuing Bank or any request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction
over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain
from, the Issuance of letters of credit generally or such Letter of Credit in
particular or shall impose

                                       45
<PAGE>

upon the Issuing Bank with respect to such Letter of Credit any restriction,
reserve or capital requirement (for which the Issuing Bank is not otherwise
compensated hereunder) not in effect on the Closing Date, or shall impose upon
the Issuing Bank any unreimbursed loss, cost or expense which was not applicable
on the Closing Date and which the Issuing Bank in good faith deems material to
it;

                           (ii)     the Issuing Bank has received written notice
from any Bank, the Agent or the Borrower, on or prior to the Business Day prior
to the requested date of Issuance of such Letter of Credit, that one or more of
the applicable conditions contained in Article V is not then satisfied;

                           (iii)    the expiry date of any requested Letter of
Credit is (A) more than twelve months after the date of Issuance, unless the
Required Banks have approved such expiry date in writing, or (B) after the
Revolving Termination Date, unless the Agent, the Issuing Bank and all of the
Banks have approved such expiry date in writing;

                           (iv)     any requested Letter of Credit is now
otherwise in form and substance acceptable to the Issuing Bank, or the Issuance
of a Letter of Credit shall violate any applicable policies of the Issuing Bank;

                           (v)      such Letter of Credit is in a face amount
less than $500,000 or to be denominated in a currency other than Dollars.

         3.2      Issuance, Amendment and Renewal of Letters of Credit. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Borrower received by the Issuing Bank (with a copy sent by the Borrower to the
Agent) not later than 11:00 a.m. (New York City time) at least two Business Days
(or such shorter time as the Issuing Bank may agree in a particular instance in
its sole discretion) prior to the proposed date of issuance. Each such request
for issuance of a Letter of Credit shall be by facsimile, confirmed promptly in
an original writing, in the form of an L/C Application, appropriately completed
and signed by a Responsible Officer of the Borrower, and shall specify in form
and detail satisfactory to the Issuing Bank: (i) the proposed date of issuance
of the Letter of Credit (which shall be a Business Day); (ii) the face amount of
the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the
name and address of the beneficiary thereof; (v) the documents to be presented
by the beneficiary of the Letter of Credit in case of any drawing thereunder;
(vi) the full text of any certificate to be presented by the beneficiary in case
of any drawing thereunder; and (vii) such other matters as the Issuing Bank may
require.

                  (b)      Promptly after receipt of any L/C Application, the
Issuing Bank will confirm with the Agent (by telephone or in writing) that the
Agent has received a copy of such L/C Application from the Borrower and, if not,
the Issuing Bank will provide the Agent with a copy thereof. Upon receipt by the
Issuing Bank of confirmation from the Agent that the requested issuance or
amendment is permitted in accordance with the terms hereof, then, subject to the
terms and conditions hereof, the Issuing Bank shall, on the requested date,
issue a Letter of Credit for the account of the Borrower or enter into the
applicable amendment, as the case may be, in each case in accordance with the
Issuing Bank's usual and customary business practices. Immediately upon the
Issuance of each Letter of Credit, each Bank shall be deemed to, and

                                       46
<PAGE>

hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank
a risk participation in such Letter of Credit in an amount equal to the product
of such Bank's Pro Rata Share times the amount of such Letter of Credit.

                  (c)      From time to time while a Letter of Credit is
outstanding and prior to the Revolving Termination Date, the Issuing Bank will,
upon the written request of the Borrower received by the Issuing Bank (with a
copy sent by the Borrower to the Agent) not later than 11:00 a.m. (New York City
time) at least two Business Days (or such shorter time as the Issuing Bank may
agree in a particular instance in its sole discretion) prior to the proposed
date of amendment, amend any Letter of Credit issued by it. Each such request
for amendment of a Letter of Credit shall be made by facsimile made in the form
of an L/C Amendment Application and shall specify in form and detail
satisfactory to the Issuing Bank: (i) the Letter of Credit to be amended; (ii)
the proposed date of amendment of the Letter of Credit (which shall be a
Business Day); (iii) the nature of the proposed amendment; and (iv) such other
matters as the Issuing Bank may reasonably require. The Issuing Bank shall not
amend any Letter of Credit if: (A) the Issuing Bank would have no obligation at
such time to issue such Letter of Credit in its amended form under the terms of
this Agreement; or (B) the beneficiary of any such Letter of Credit does not
accept the proposed amendment to the Letter of Credit. The Agent will promptly
notify the Banks of the receipt by it of any L/C Application or L/C Amendment
Application.

                  (d)      If the Borrower so requests in any applicable L/C
Application, the Issuing Bank may, in its sole and absolute discretion, agree to
issue a Letter of Credit that has automatic renewal provisions (each, an
"AUTO-RENEWAL LETTER OF CREDIT"); provided that any such Auto-Renewal Letter of
Credit must permit the Issuing Bank to prevent any such renewal at least once in
each twelve month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day
in each such twelve month period (the "NONRENEWAL NOTICE DATE") to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by
the Issuing Bank, the Borrower shall not be required to make a specific request
to the Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit
has been issued, the Banks shall be deemed to have authorized (but may not
require) the Issuing Bank to permit the renewal of such Letter of Credit at any
time to an expiry date not later than the Revolving Termination Date; provided,
however, that the Issuing Bank shall not permit any such renewal if (A) the
Issuing Bank has determined that it would have no obligation at such time to
issue such Letter of Credit in its renewed form under the terms hereof (by
reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received
notice (which may be by telephone or in writing) on or before the day that is
two Business Days before the Nonrenewal Notice Date (1) from the Agent that the
Required Banks have elected not to permit such renewal or (2) from the Agent,
any Bank or the Borrower that one or more of the applicable conditions specified
in Section 5.2 is not then satisfied.

                  (e)      The Issuing Bank may, at its election (or as required
by the Agent at the direction of the Required Banks), deliver any notices of
termination or other communications to any Letter of Credit beneficiary or
transferee, and take any other action as necessary or appropriate, at any time
and from time to time, in order to cause the expiry date of such Letter of
Credit to be a date not later than the Revolving Termination Date.

                                       47
<PAGE>

                  (f)      This Agreement shall control in the event of any
conflict with any L/C-Related Document (other than any Letter of Credit).

                  (g)      The Issuing Bank will also deliver to the Agent,
concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or amendment
to or renewal of a Letter of Credit.

         3.3      Risk Participations, Drawings and Reimbursements.

                  (a)      Immediately upon the Issuance of each Letter of
Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Issuing Bank a participation in such Letter of
Credit and each drawing thereunder in an amount equal to the product of (i) the
Pro Rata Share of such Bank times (ii) the maximum amount available to be drawn
under such Letter of Credit and the amount of each such drawing, respectively.

                  (b)      In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank will
promptly notify the Borrower and the Agent. The Borrower shall reimburse the
Issuing Bank prior to 1:00 p.m. (New York City time), on each date that any
amount is paid by the Issuing Bank under any Letter of Credit (each such date,
an "HONOR DATE"), in an amount equal to the amount so paid by the Issuing Bank.
In the event the Borrower fails to reimburse the Issuing Bank for the full
amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City
time) on the Honor Date, the Issuing Bank will promptly notify the Agent and the
Agent will promptly notify each Bank thereof, and the Borrower shall be deemed
to have requested that Base Rate Loans be made by the Banks to be disbursed on
the Honor Date under such Letter of Credit, subject to the amount of the
unutilized portion of the Revolving Commitment. Any notice given by the Issuing
Bank or the Agent pursuant to this Section 3.3(b) may be given by telephone if
immediately confirmed in writing (including by facsimile); provided, that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

                  (c)      Each Bank shall upon any notice pursuant to Section
3.3(b) make available to the Agent for the account of the Issuing Bank an amount
in Dollars and in immediately available funds equal to its Pro Rata Share of the
amount of the drawing, whereupon the participating Banks shall (subject to
Section 3.3(e)) each be deemed to have made a Revolving Loan consisting of a
Base Rate Loan to the Borrower in that amount. The Agent shall remit the funds
so received to the Issuing Bank. If any Bank so notified fails to make available
to the Agent for the account of the Issuing Bank the amount of such Bank's Pro
Rata Share of the amount of the drawing by no later than 3:00 p.m. (New York
City time) on the Honor Date, then interest shall accrue on such Bank's
obligation to make such payment, from the Honor Date to the date such Bank makes
such payment, at a rate per annum equal to the Federal Funds Rate in effect from
time to time during such period. The Agent will promptly give notice of the
occurrence of the Honor Date, but failure of the Agent to give any such notice
in sufficient time to enable any Bank to effect such payment on such date shall
not relieve such Bank from its obligations under this Section 3.3 (other than
the obligation to pay interest for the period prior to the notice).

                                       48
<PAGE>

                  (d)      With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans to the Borrower in
whole or in part for any reason, the Borrower shall be deemed to have incurred
from the Issuing Bank an L/C Borrowing in the amount of such drawing, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at a rate per annum equal to the Base Rate plus 2%, and each
Bank's payment to the Agent for the account of the Issuing Bank pursuant to
Section 3.3(c) shall be deemed payment in respect of its participation in such
L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction
of its participation obligation under this Section 3.3.

                  (e)      Each Bank's obligation in accordance with this
Agreement to make Revolving Loans or L/C Advances to reimburse the Issuing Bank
for amounts drawn under Letters of Credit, as contemplated by this Section 3.3,
shall be absolute and unconditional and without recourse to the Issuing Bank and
shall not be affected by any circumstance, including (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against the Issuing Bank, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default, an Event of Default
or a Material Adverse Effect; or (iii) any other occurrence, circumstance,
happening, event or condition whatsoever, whether or not similar to any of the
foregoing; provided, however, that each Bank's obligation to make Revolving
Loans under this Section 3.3 is subject to the conditions set forth in Section
5.2 (other than delivery by the Borrower of a Notice of Borrowing). No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the Issuing Bank for the amount of any payment made by the
Issuing Bank under any Letter of Credit, together with interest as provided
herein.

         3.4      Repayment of Participations. (a) Upon (and only upon) receipt
by the Agent for the account of the Issuing Bank of immediately available funds
from the Borrower (i) in reimbursement of any payment made by the Issuing Bank
under the Letter of Credit with respect to which any Bank has paid the Agent for
the account of the Issuing Bank for such Bank's participation in the Letter of
Credit pursuant to Section 3.3 or (ii) in payment of interest thereon, the Agent
will pay to each Bank, in the same funds as those received by the Agent for the
account of the Issuing Bank, the amount of such Bank's Pro Rata Share of such
funds, and the Issuing Bank shall receive the amount of the Pro Rata Share of
such funds of any Bank that did not so pay the Agent for the account of the
Issuing Bank.

                  (b)      If the Agent or the Issuing Bank is required at any
time to return to the Borrower, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by the Borrower to the Agent for the account of the Issuing Bank
pursuant to Section 3.4(a) in reimbursement of a payment made under any Letter
of Credit or interest or fee thereon, each Bank shall, on demand of the Agent,
forthwith return to the Agent for the account of the Issuing Bank the amount of
its Pro Rata Share of any amounts so returned by the Agent for the account of
the Issuing Bank plus interest thereon from the date such demand is made to the
date such amounts are returned by such Bank to the Agent, at a rate per annum
equal to the Federal Funds Rate in effect from time to time.

         3.5      Role of the Issuing Bank. (a) Each Bank and the Borrower agree
that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not
have any responsibility to obtain

                                       49
<PAGE>

any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of the Person executing or
delivering any such document.

                  (b)      None of the Issuing Bank, the Agent-Related Persons
or any of the respective correspondents, participants or assignees of the
Issuing Bank or the Agent-Related Persons shall be liable to any Bank for: (i)
any action taken or omitted in connection herewith at the request or with the
approval of the Banks (including the Required Banks, as applicable); (ii) any
action taken or omitted in the absence of negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
L/C-Related Document.

                  (c)      Except as otherwise provided in this clause (c), the
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement. None of the Issuing Bank, the Agent-Related
Persons or any of the respective correspondents, participants or assignees of
the Issuing Bank or the Agent-Related Persons shall be liable or responsible for
any of the matters described in clauses (i) through (vii) of Section 3.6;
provided, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the Issuing Bank's willful misconduct or
gross negligence or the Issuing Bank's willful failure to pay under any Letter
of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Bank shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

         3.6      Obligations Absolute. Subject to the proviso contained in the
second sentence of Section 3.5(c), the obligations of the Borrower under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

                           (i)      any lack of validity or enforceability of
this Agreement or any L/C-Related Document;

                           (ii)     any change in the time, manner or place of
payment of, or in any other term of, all or any of the obligations of the
Borrower in respect of any Letter of Credit or

                                       50
<PAGE>

any other amendment or waiver of or any consent to departure from all or any of
the L/C-Related Documents;

                           (iii)    the existence of any claim, set-off, defense
or other right that the Borrower may have at any time against any beneficiary or
any transferee of any Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Issuing Bank or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by the L/C-Related Documents or any unrelated transaction;

                           (iv)     any draft, demand, certificate or other
document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under any Letter of Credit;

                           (v)      any payment by the Issuing Bank under any
Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of any Letter of Credit; or any payment made by
the Issuing Bank under any Letter of Credit to any Person purporting to be a
trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of any Letter of Credit, including any arising in
connection with any Insolvency Proceeding;

                           (vi)     any exchange, release or non-perfection of
any collateral, or any release or amendment or waiver of or consent to departure
from any other guarantee, for all or any of the obligations of the Borrower in
respect of any Letter of Credit; or

                           (vii)    any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, any Obligor or a guarantor.

                  The Borrower shall promptly examine a copy of each Letter of
Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrower's instructions or other
irregularity, the Borrower will promptly notify the Issuing Bank. The Borrower
shall be conclusively deemed to have waived any such claim against the Issuing
Bank and its correspondents unless such notice is given as aforesaid.

         3.7      Cash Collateral Pledge. Upon the request of the Agent, (i) if
the Issuing Bank has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Revolving Termination Date, any Letter of Credit may for any reason
remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Effective Amount of all L/C Obligations
(in an amount equal to such Effective Amount determined as of the date of such
L/C Borrowing or the Revolving Termination Date, as the case may be). Cash
collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Wachovia.

         3.8      Letter of Credit Fees. (a) The Borrower shall pay to the Agent
for the account of each Bank in accordance with its Pro Rata Share a Letter of
Credit fee for each Letter of

                                       51
<PAGE>

Credit equal to the Applicable Margin for Revolving Loans consisting of
Eurodollar Rate Loans times the average daily maximum amount available to be
drawn under such Letter of Credit during the period of determination. Such
letter of credit fees shall be computed on a quarterly basis in arrears. If
there is any change in the Applicable Margin during any quarter, the daily
maximum amount of each Letter of Credit shall be computed and multiplied by the
Applicable Margin separately for each period during such quarter that such
Applicable Margin was in effect.

                  (b)      The Borrower shall pay, to the Issuing Bank
quarterly, a letter of credit fronting fee for each Letter of Credit Issued by
the Issuing Bank equal to 0.125% per annum times the average daily maximum
amount available to be drawn under such Letter of Credit, as computed by the
Agent.

                  (c)      The letter of credit fees payable under Section
3.8(a) and the fronting fees payable under Section 3.8(b) shall be due and
payable on the last Business Day of each calendar quarter, commencing with the
first such date to occur after the Closing Date, on the Revolving Termination
Date and thereafter on demand.

                  (d)      In addition, the Borrower shall pay directly to the
Issuing Bank for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the Issuing
Bank relating to letters of credit as from time to time in effect. Such
customary fees and standard costs and charges are due and payable on demand and
are nonrefundable.

         3.9      Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued
(including any such agreement applicable to the Existing Letters of Credit), (i)
the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) (the "ISP98") shall apply to each
standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice
for Documentary Credits, as most recently published by the International Chamber
of Commerce (the "ICC") at the time of issuance (including the ICC decision
published by the Commission on Banking Technique and Practice on April 6, 1998
regarding the European single currency (euro)) shall apply to each commercial
Letter of Credit.

         3.10     Conflict with L/C Application. In the event of any conflict
between the terms hereof and the terms of any L/C Application, the terms hereof
shall control.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         4.1      Taxes. (a) Except as provided in Section 4.1(c), any and all
payments by the Borrower to each Bank or the Agent under this Agreement and any
other Loan Document shall be made free and clear of, and without deduction or
withholding for any Taxes. In addition, the Borrower shall pay all Other Taxes.

                  (b)      The Borrower agrees to indemnify and hold harmless
each Bank and the Agent for the full amount of Taxes or Other Taxes including
any Taxes or Other Taxes imposed

                                       52
<PAGE>

by any jurisdiction on amounts payable under this Section paid by the Bank or
the Agent and any liability (including penalties, interest, additions to tax and
expenses arising therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted). Payment under this
indemnification shall be made within 30 days after the date the Bank or the
Agent provides written proof of payment of the related Taxes or Other Taxes to
the Borrower. Such written proof shall be conclusive absent manifest error.

                  (c)      If the Borrower shall be required by law to deduct or
withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Bank or the Agent, then:

                           (i)      the sum payable shall be increased as
necessary so that after making all required deductions and withholdings
(including deductions and withholdings applicable to additional sums payable
under this Section) such Bank or the Agent, as the case may be, receives an
amount equal to the sum it would have received had no such deductions or
withholdings been made;

                           (ii)     the Borrower shall make such deductions and
withholdings;

                           (iii)    the Borrower shall pay the full amount
deducted or withheld to the relevant taxing authority or other authority in
accordance with applicable law; and

                           (iv)     the Borrower shall also pay to each Bank or
the Agent for the account of such Bank, at the time interest is paid, all
additional amounts which the respective Bank specifies as necessary to preserve
the after-tax yield the Bank would have received if such Taxes or Other Taxes
had not been imposed.

                  (d)      Within 30 days after their receipt of a written
request therefor by Agent, the Borrower shall furnish the Agent the original or
a certified copy of a receipt evidencing any payment by the Borrower of Taxes or
Other Taxes, or other evidence of payment satisfactory to the Agent.

                  (e)      If the Borrower is required to pay additional amounts
to any Bank or the Agent pursuant to subsection (c) of this Section, then such
Bank shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Borrower which may thereafter
accrue, if such change in the judgment of such Bank is not illegal or otherwise
disadvantageous to such Bank.

                  (f)      No Foreign Bank shall be entitled to claim that the
provisions of this Section 4.1 apply to it with respect to Taxes unless such
Foreign Bank shall have delivered to the Agent and the Borrower, prior to the
time that any payments are to be made under this Agreement to such Foreign Bank,
a properly completed (i) Treasury Form W-8ECI, specifying that the payments to
be received by such Foreign Bank pursuant to this Agreement are effectively
connected with the conduct of a United States trade or business or (ii) Treasury
Form W-8BEN, specifying that the payments to be received by such Foreign Bank
pursuant to this Agreement are wholly exempt from United States federal income
tax pursuant to the provisions of an applicable income tax treaty with the
United States and, in either case, has otherwise complied with Section 10.13
hereof. Each Foreign Bank that shall have provided a Form W-

                                       53
<PAGE>

8ECI or a Form W-8BEN to the Agent and the Borrower, if permitted by law, shall
be required to provide the Borrower with a new form (also showing no
withholding) no later than 3 years from the date that it provided the original
form to the Agent and the Borrower in order to claim advantage of this Section
4.1 from and after such time.

         4.2      Illegality. (a) If the introduction after the date hereof of
any Requirement of Law, or any change after the date hereof in any Requirement
of Law, or in the interpretation or administration of any Requirement of Law,
has made it unlawful, or that any central bank or other Governmental Authority
has asserted after the date hereof that it is unlawful, for any Bank or its
applicable Lending Office to make Eurodollar Rate Loans, then, on notice thereof
by the Bank to the Borrower through the Agent, any obligation of that Bank to
make Eurodollar Rate Loans shall be suspended until the Bank notifies the Agent
and the Borrower that the circumstances giving rise to such determination no
longer exist.

                  (b)      If it is unlawful for any Bank to maintain any
Eurodollar Rate Loan, the Borrower shall, upon receipt by the Borrower of notice
of such fact and demand from such Bank (such notice to be delivered through the
Agent), prepay in full such Eurodollar Rate Loans of that Bank then outstanding,
together with interest accrued thereon, either on the last day of the Interest
Period thereof, if the Bank may lawfully continue to maintain such Eurodollar
Rate Loans to such day, or immediately, if the Bank may not lawfully continue to
maintain such Eurodollar Rate Loan. If the Borrower is required to so prepay any
Eurodollar Rate Loan, then concurrently with such prepayment, the Borrower shall
borrow from the affected Bank, in the amount of such prepayment, a Base Rate
Loan.

                  (c)      If the obligation of any Bank to make or maintain
Eurodollar Rate Loans has been so terminated or suspended, the Borrower may
elect, by giving notice to the Bank through the Agent that all Loans which would
otherwise be made by the Bank as Eurodollar Rate Loans shall be instead Base
Rate Loans.

                  (d)      Before giving any notice to the Agent under this
Section, the affected Bank shall use reasonable efforts (consistent with legal
and regulatory restrictions) to change the jurisdiction of its Lending Office
with respect to its Eurodollar Rate Loans if such change will avoid the need for
giving such notice or making such demand and will not, in the judgment of the
Bank, be illegal or otherwise disadvantageous to the Bank.

         4.3      Increased Costs and Reduction of Return. (a) If, due to either
(i) the introduction after the date hereof of, or any change after the date
hereof (other than any change by way of imposition of or increase in reserve
requirements included in the calculation of the Eurodollar Rate or in respect of
the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits)
in or in the interpretation of any law or regulation applicable to any Bank
(other than any such introduction or change announced prior to the date hereof)
or (ii) the compliance by any Bank with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law) not in effect prior to the date hereof, there shall be any increase in the
cost to such Bank of agreeing to make or making, funding or maintaining any
Eurodollar Rate Loans, or participating in Letters of Credit, or, in the case of
the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to
issue, issuing or maintaining any Letter of Credit or of agreeing to make or
making, funding or maintaining

                                       54
<PAGE>

any unpaid drawing under any Letter of Credit, then the Borrower shall be liable
for, and shall from time to time, upon demand (such demand to be delivered
through the Agent), pay to the Agent for the account of such Bank or the Issuing
Bank, as the case may be, additional amounts as are sufficient to compensate
such Bank or the Issuing Bank, as the case may be, for such increased costs.

                  (b)      If (i) the introduction of any Capital Adequacy
Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change
in the interpretation or administration of any Capital Adequacy Regulation by
any central bank or other Governmental Authority charged with the interpretation
or administration thereof, or (iv) compliance by any Bank (or its Lending
Office) or any corporation controlling the Bank with any Capital Adequacy
Regulation, in each case occurring after the date hereof, affects or would
affect the amount of capital required or expected to be maintained by the Bank
or any corporation controlling the Bank and (taking into consideration such
Bank's or such corporation's commercially reasonable policies with respect to
capital adequacy and such Bank's or such corporation's desired return on
capital) the amount of such capital is increased as a consequence of its
Commitment, loans, credits or obligations under this Agreement, then, upon
written demand of such Bank to the Borrower through the Agent, the Borrower
shall pay to the Agent for the account of such Bank, from time to time as
specified by the Bank or such controlling corporation, additional amounts
sufficient to compensate the Bank for such increase.

         4.4      Funding Losses. Excluding losses or expenses incurred by a
Bank pursuant to Section 4.2 (other than in connection with Section 4.2(b)), the
Borrower shall reimburse each Bank and hold each Bank harmless from any loss or
expense (but excluding in any event all consequential or exemplary damages)
which the Bank may sustain or incur as a consequence of:

                  (a)      the failure of the Borrower to make on a timely basis
any payment of principal of any Eurodollar Rate Loan;

                  (b)      the failure of the Borrower to borrow, continue or
convert into a Eurodollar Rate Loan after the Borrower has given (or is deemed
to have given) a Notice of Borrowing or a Notice of Conversion/Continuation
(except as a result of a breach by a Bank of its obligations hereunder);

                  (c)      the failure of the Borrower to make any prepayment in
accordance with any notice delivered under Section 2.6;

                  (d)      the repayment or prepayment (including pursuant to
Sections 2.7 and 4.2(b)) or other payment (including after acceleration thereof)
of a Eurodollar Rate Loan on a day that is not the last day of the relevant
Interest Period; or

                  (e)      the automatic conversion under Section 2.4 of any
Eurodollar Rate Loan to a Base Rate Loan on a day that is not the last day of
the relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Eurodollar Rate Loans or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of calculating amounts payable by the Borrower to the Banks under this
Section and under Section 4.3(a), each Eurodollar Rate

                                       55
<PAGE>

Loan made by a Bank (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded at the Eurodollar
Base Rate used in determining the Eurodollar Rate for such Eurodollar Rate Loan
by matching deposit or other borrowing in the interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan is in fact so funded. Each Bank shall exercise its reasonable efforts
to minimize such losses, costs and expenses, except that each Bank shall not be
obligated to take any action to reduce net balances due to its non-U.S. offices
from its U.S. offices.

         4.5      Inability to Determine Rates. If the Agent or the Required
Banks determine that for any reason adequate and reasonable means do not exist
for determining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate
applicable pursuant to Section 2.9(a) for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan does not adequately and fairly
reflect the cost to the Banks of funding such Loan, the Agent will promptly so
notify the Borrower and each Bank. Thereafter, the obligation of the Banks to
make or maintain Eurodollar Rate Loans hereunder shall be suspended until the
Agent upon the instruction of the Required Banks revokes such notice in writing.
Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or
Notice of Conversion/Continuation then submitted by it. If the Borrower does not
revoke such Notice, the Banks shall make, convert or continue the Loans, as
proposed by the Borrower, in the amount specified in the applicable notice
submitted by the Borrower, but such Loans shall be made, converted or continued
as Base Rate Loans instead of Eurodollar Rate Loans.

         4.6      Certificates of Banks. Except as specifically provided in
Section 4.1, any Bank claiming reimbursement or compensation under this Article
IV shall deliver to the Borrower (with a copy to the Agent) a certificate
setting forth in reasonable detail the amount payable to the Bank hereunder and
the circumstances giving rise to such claim, and such certificate shall be prima
facie evidence of the correctness thereof. Each Bank agrees to deliver such
certificate to the Borrower within reasonable time after it determines the
additional amount required to be paid under this Article IV; provided, however,
that in no event shall any Bank deliver such Certificate to the Borrower more
than 180 days after any vice-president of such Bank knows, or upon the discharge
of such vice-president's duties in the ordinary course should have known, of the
occurrence of an event giving rise to the additional amount required to be paid
in respect of this Article IV and if it fails to deliver such Certificate within
such 180 day period, the Borrower will not be obligated for any costs incurred
prior to 180 days before such notice. The Borrower shall pay such Bank the
amount shown as due on any such certificate timely delivered in accordance with
the foregoing within ten days after its receipt of the same; provided, however,
that the Borrower shall not be required to pay any amounts (other than with
respect to Taxes under Section 4.1) which were due for any period occurring more
than 90 days prior to the Borrower's receipt of such certificate (other than
periods with respect to which such costs or expenses are retroactively imposed).
This Article IV shall survive termination of this Agreement and payment of the
outstanding Notes. Notwithstanding the foregoing provisions of this Article IV,
the Borrower shall not be liable for any increased cost pursuant to this Article
IV if and to the extent that such increased cost results from the change in any
Bank's Lending Office and such change (x) is made solely in the discretion of
such Bank and not required by any applicable Requirement of Law or Governmental
Authority, (y) is made for such Bank's benefit and without any benefit to the
Borrower, and (z) results, at the time of such change, in an increased cost
greater than that

                                       56
<PAGE>

which would have been incurred had the Bank not so changed its Lending Office.
Each Bank shall use its reasonable efforts to avoid or minimize increased costs
under this Article IV unless, in the sole opinion of such Bank, such action
would adversely affect it.

         4.7      Substitution of Banks. Upon the receipt by the Borrower from
any Bank (an "AFFECTED BANK") of a claim for compensation under Section 4.3, the
Borrower may: (i) request the Affected Bank to use its reasonable efforts to
obtain a replacement bank or financial institution satisfactory to the Borrower
to acquire and assume all or a ratable part of all of such Affected Bank's Loans
and Commitments (a "REPLACEMENT BANK"); (ii) request one or more of the other
Banks to acquire and assume all or part of such Affected Bank's Loans and
Commitments; or (iii) designate a Replacement Bank. Any such designation of a
Replacement Bank under clause (i) or (iii) shall be subject to the prior written
consent of the Agent (which consent shall not be unreasonably withheld or
delayed); provided, that any Replacement Bank shall meet the requirements to be
an Eligible Assignee and shall purchase the same pro rata share of the Loans,
L/C Obligations, L/C Borrowings and the Acquisition Commitment and the Revolving
Commitment and the replacement shall be made pursuant to an assignment subject
to the provisions of Section 12.9 and shall be an expense of the Borrower.

         4.8      Survival. The agreements and obligations of the Borrower, the
Agent and the Banks in this Article IV shall survive the payment of all other
Obligations.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

         5.1      Conditions to Effectiveness. The effectiveness of this Credit
Agreement is subject to the condition that the Agent shall have received all of
the following, in form and substance satisfactory to the Agent and each Bank,
and in sufficient copies for each Bank:

                  (a)      Credit Agreement and any Notes. This Agreement, and
any Notes requested by the Banks pursuant to Section 2.2(d), duly executed by
each party thereto.

                  (b)      Resolutions; Incumbency.

                           (i)      Copies of partnership authorizations for the
Borrower and resolutions of the board of directors of each of the General
Partner, Petrolane and the Restricted Subsidiaries authorizing the transactions
contemplated hereby to which it is a party, certified as of the Closing Date by
the Secretary or an Assistant Secretary of such Person; and

                           (ii)     A certificate of the Secretary or Assistant
Secretary of each of the General Partner, Petrolane and the Restricted
Subsidiaries certifying the names and true signatures of its officers authorized
to execute, deliver and perform, as applicable, on behalf of such Person the
Loan Documents to which it is a party.

                  (c)      Organization Documents; Good Standing. Each of the
following documents:

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<PAGE>

                           (i)      the articles or certificate of incorporation
and the bylaws of the General Partner and Petrolane and the Certificate of
Limited Partnership and the Partnership Agreement of the Borrower, in each case
as in effect on the Closing Date, certified by the Secretary or an Assistant
Secretary of the General Partner or Petrolane, as applicable, as of the Closing
Date; and

                           (ii)     a good standing certificate for Petrolane
and the General Partner (and where available, the Borrower) from the Secretary
of State (or similar, applicable Governmental Authority) of its state of
incorporation or organization, as applicable, and each other state, where
available, the Borrower is qualified to do business as a foreign corporation, in
each case as of a recent date (in no case earlier than 60 days prior to the date
hereof).

                  (d)      Legal Opinions. An opinion of Morgan, Lewis & Bockius
LLP, special counsel for the Credit Parties, in form and substance reasonably
satisfactory to the Agent and the Banks.

                  (e)      Post-Closing Agreement. The Post-Closing and
Collateral Agency Transfer Agreement, substantially in the form of Exhibit H
attached hereto, duly executed by each party thereto. Each Bank hereby
authorizes the Agent to enter into the Post-Closing Agreement.

                  (f)      Insurance. Insurance complying with the provisions of
the Collateral Agency Agreement shall be in full force and effect and the Agent
shall have received a certificate to that effect from independent insurance
brokers or consultants as shall be reasonably satisfactory to the Agent, dated
on or about the Closing Date, and the Collateral Agent shall be named as loss
payee as required under the Collateral Agency Agreement.

                  (g)      Payment of Fees. Evidence of payment by the Borrower
of all accrued and unpaid fees, costs and expenses to the extent due and payable
hereunder (subject to the limitations set forth in Section 12.4) on the Closing
Date to the Agent, the Arranger and the Banks, together with Attorney Costs of
the Agent to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of Attorney Costs as shall constitute the Agent's reasonable
estimate by category of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided, that such estimate shall not thereafter
preclude final settling of accounts between the Borrower and the Agent)
including any such costs, fees and expenses arising under or referenced in
Sections 2.10 and 12.4.

                  (h)      Ownership. UGI shall own indirectly more than 45% of
the partnership interests of the Borrower.

                  (i)      Certificate. A certificate signed by a Responsible
Officer, dated as of the Closing Date, stating that:

                           (i)      the representations and warranties contained
in Article VI of this Agreement and in the Collateral Agency Agreement, the
Subsidiary Guarantee, the General Security Agreement and the Subsidiary Security
Agreement (except those certain representations and warranties contained in the
General Security Agreement and the Subsidiary Security Agreement that refer to
the Schedules or Annexes of the General Security Agreement and the

                                       58
<PAGE>

Subsidiary Security Agreement) are true and correct in all material respects on
and as of such date, as though made on and as of such date except (x) as
affected by the completion of the transactions referred to herein and (y) to the
extent that such representations and warranties expressly relate to an earlier
time or date, in which case such representations and warranties shall have been
true and correct in all material respects as of such earlier time or date;

                           (ii)     there has occurred since June 30, 2003, no
event or circumstance that has resulted in, or presents a reasonable likelihood
of having, a Material Adverse Effect;

                           (iii)    no Default of Event of Default shall exist;
and

                           (iv)     the condition set forth in clause (h) above
shall have been satisfied.

                  (j)      Existing Credit Agreement. On or prior to the Closing
Date, the Existing Credit Agreement shall have been paid in full (including,
interest, fees and other amounts owing thereunder) and all commitments
thereunder shall have been irrevocably terminated.

                  (k)      Compliance Certificate. A Compliance Certificate for
the fiscal quarter ending June 30, 2003.

                  (l)      Certified Documents. Copies of the following
documents, certified by the Secretary or an Assistant Secretary of the General
Partner:

                           (i)      First Mortgage Note Agreements;

                           (ii)     Security Documents, as such documents
                                    existed immediately prior to the
                                    effectiveness of this Agreement;

                           (iii)    National Propane Purchase Agreement;

                           (iv)     Columbia Purchase Agreement;

                           (v)      Intercompany Loan Agreement;

                           (vi)     Intercompany Note; and

                           (vii)    Keep Well Agreement.

                  (m)      Letters of Credit. All letters of credit (other than
the Existing Letters of Credit) issued and outstanding under the Existing Credit
Agreement shall have been canceled.

                  (n)      Resignation of Collateral Agent. Evidence
satisfactory to the Agent, that BofA has resigned, effective as of the Closing
Date, as collateral agent under the Collateral Agency Agreement and the other
Security Documents on terms and conditions satisfactory to the Agent.

                  (o)      Consent of Holders of First Mortgage Notes. Evidence
that the Requisite Percentage (as defined in the Collateral Agency Agreement)
(i) has agreed to the designation of the Indebtedness (as defined in the
Collateral Agency Agreement) of the Borrower issued or incurred under, arising
out of, or in connection with, the Notes, this Agreement, the Fee Letter, the
L/C Related Documents and the Security Documents, including the principal of,
prepayment charge, if any, with respect to, and interest on the Notes and this
Agreement (including all reimbursement obligations thereunder) as Parity Debt
for purposes of, and within the meaning

                                       59
<PAGE>

of, the First Mortgage Note Agreements, the Existing Credit Agreement, the
Collateral Agency Agreement and the Security Documents, entitled to the benefits
and security of the Security (as defined in the Collateral Agency Agreement) and
Security Documents for the payment thereof on parity with the payment of the
other Obligations (as defined in the Collateral Agency Agreement) in accordance
with the terms of the Collateral Agency Agreement and the Security Documents;
(ii) the Requisite Percentage has directed that each Bank that is a party to
this Agreement constitutes a Parity Lender for purposes of, and within the
meaning of, the Collateral Agency Agreement and the Security Documents and (iii)
the Requisite Holders have consented to the replacement of BofA, in its capacity
as collateral agent, with Wachovia.

                  (p)      Mortgage Amendments. Except as provided in the
Post-Closing Agreement, executed amendments to the Mortgages encumbering the
real property sites set forth on Schedule 5.1(p), each in form and substance
satisfactory to the Agent.

                  (q)      Mortgage Assignments. Except as provided in the
Post-Closing Agreement, executed assignments to each Mortgage, each in form and
substance satisfactory to the Agent.

                  (r)      Title Insurance. Except as provided in the
Post-Closing Agreement, endorsements, in favor of the Collateral Agent, to each
title insurance policy obtained pursuant to Section 6.24 showing the Lien of the
applicable Mortgage as a first priority mortgage Lien, subject only to Permitted
Encumbrances.

                  (s)      Flood Hazard Certificates. Except as provided in the
Post-Closing Agreement, flood hazard certificates for each Mortgaged Property
indicating whether the applicable Mortgaged Property is or is not in a flood
zone and with respect to each Mortgaged Property that is located within a flood
zone, either (a) evidence that the improvements on such Mortgaged Property are
not in a flood zone or (b) evidence that the Borrower has obtained flood hazard
insurance for such Mortgaged Property, in each instance in a manner satisfactory
to the Agent.

                  (t)      Other Documents. Such other approvals, opinions,
documents or materials as the Agent or any Bank may reasonably request.

                  At the request of the Borrower or any Bank, the Agent will
confirm in writing to the Banks, with a copy to the Borrower, whether, and to
what extent, the above conditions have been fulfilled.

         5.2      Conditions to All Borrowings. The obligation of each Bank to
make any Loan (including its initial Loan), the obligation of the Issuing Bank
to Issue any Letter of Credit (including the initial Letter of Credit) and the
obligation of the Swing Line Bank to make any Swing Line Loan (including the
initial Swing Line Loan) is subject to the satisfaction of the following
conditions precedent on or prior to the relevant Borrowing Date or Issuance
Date:

                  (a)      Notice of Borrowing. The Agent shall have received a
Notice of Borrowing; or in the case of any Issuance of any Letter of Credit, the
Issuing Bank and the Agent

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<PAGE>

shall have received an L/C Application or L/C Amendment Application, as required
under Section 3.2.

                  (b)      Continuation of Representations and Warranties. The
representations and warranties in Article VI shall be true and correct in all
material respects on and as of such Borrowing Date or Issuance Date, with the
same effect as if made on and as of such Borrowing Date or Issuance Date (except
to the extent such representations and warranties expressly relate to an earlier
time or date, in which case they shall have been true and correct in all
material respects as of such earlier time or date);

                  (c)      No Existing Default. No Default or Event of Default
shall exist or shall result from such Borrowing or Issuance; and

                  (d)      Specified Acquisition Loans. If a Specified
Acquisition Loan is requested by the Borrower, the sum of (i) the Effective
Amount of the Revolving Loans and (ii) the Effective Amount of the L/C
Obligations shall be equal to the Revolving Commitment.

                  Each Notice of Borrowing, L/C Application or L/C Amendment
Application submitted or deemed submitted by the Borrower hereunder shall
constitute a representation and warranty by the Borrower hereunder, as of the
date of each such notice and as of each Borrowing Date and Issuance Date that
the conditions in Section 5.2 are satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants to the Agent and each
Bank as set forth below in Sections 6.1 through 6.14 and Sections 6.17 through
6.23, Petrolane represents and warrants to the Agent and each Bank as set forth
below in Section 6.15, and the General Partner represents and warrants to the
Agent and each Bank as set forth below in Section 6.16 that:

         6.1      Organization, Standing, etc. The Borrower is a limited
partnership duly organized, validly existing and in good standing under the
Delaware Revised Uniform Limited Partnership Act and has all requisite
partnership power and authority to own and operate its properties (including
without limitation its Assets), to conduct its business, to enter into this
Agreement and such other Loan Documents to which it is a party and to carry out
the terms of this Agreement and such other Loan Documents. Each Restricted
Subsidiary is a corporation or limited partnership, as the case may be, duly
organized, validly existing and in good standing under the laws of its state of
incorporation or organization, as the case may be, and has all requisite
corporate power and authority to own and operate its properties (including
without limitation its Assets), to conduct its business and to execute and
deliver the Security Documents to which such Restricted Subsidiary is a party
and to carry out the terms of this Agreement and such other Security Documents.

         6.2      Partnership Interests and Subsidiaries. The sole general
partner of the Borrower is the General Partner, which on the Closing Date owns a
1.0101% general partnership interest in the Borrower and is an indirect
Wholly-Owned Subsidiary of UGI. On the Closing Date (a) the only limited partner
of the Borrower is the Public Partnership, which owns a 98.9899% limited

                                       61
<PAGE>

partnership interest in the Borrower, and (b) the Borrower does not have any
partners other than the General Partner and the Public Partnership. As of the
Closing Date, the Borrower does not have any Subsidiary other than as set forth
on Schedule 6.2 or any Investments in any Person (other than as set forth on
Schedule 6.2 or Investments of the types described in Section 8.4(a)).

         6.3      Qualification; Corporate or Partnership Authorization. The
Borrower is duly qualified or registered and is in good standing as a foreign
limited partnership for the transaction of business, and each of the General
Partner, Petrolane and the Restricted Subsidiaries is qualified or registered
and is in good standing as a foreign corporation or foreign limited partnership
for the transaction of business, in the states listed in Schedule 6.3, which are
the only jurisdictions in which the nature of their respective activities or the
character of the properties they own, lease or use makes such qualification or
registration necessary as of the Closing Date and in which the failure so to
qualify or to be so registered as of the Closing Date would have a Material
Adverse Effect. Each of the Borrower, the General Partner and Petrolane has
taken all necessary partnership action or corporate action, as the case may be,
to authorize the execution, delivery and performance by it of this Agreement and
other Loan Documents to which it is a party. Each Restricted Subsidiary has
taken all necessary corporate or partnership action, as the case may be, to
authorize the execution, delivery and performance by it of each of the Security
Documents to which it is a party. Each of the Borrower, the General Partner and
Petrolane has duly executed and delivered each of this Agreement and the other
Loan Documents to which it is a party, and each of them constitutes the
Borrower's, the General Partner's or Petrolane's, as the case may be, legal,
valid and binding obligation enforceable against it in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
moratorium or similar laws affecting creditors' rights generally. Each
Restricted Subsidiary has duly executed and delivered each of the Security
Documents to which it is a party, and each of them constitutes such Restricted
Subsidiary's legal, valid and binding obligation enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally.

         6.4      Financial Statements. The audited consolidated financial
statements of the Borrower and its consolidated Subsidiaries for the fiscal
years ended September 30, 2002 and September 30, 2001, and the unaudited balance
sheet, statement of operations, statement of cash flows and statement of
partners capital of the Borrower and its consolidated Subsidiaries for the
fiscal period ended June 30, 2003, have been prepared in accordance with GAAP
applied on a consistent basis throughout the periods specified (except as
described in the footnotes thereto) and present fairly, in all material
respects, the financial position of the Borrower as of the respective dates
specified (except for the absence of footnotes and subject to changes resulting
from normal year-end audit adjustments, in the case of unaudited financial
statements).

         6.5      Changes, etc. Except as contemplated by this Agreement or the
other Loan Documents, (a) for the period from June 30, 2003 to and including the
Closing Date, none of the Borrower and any of its Restricted Subsidiaries has
incurred any material liabilities or obligations, direct or contingent, nor
entered into any material transaction, in each case other than in the ordinary
course of its business, and (b) since the date of the last financial statements
delivered pursuant to Section 6.4 or 7.1 there has not been any material adverse
change in or effect on the financial condition or prospects of the Borrower or
in the Business or Assets. Since

                                       62
<PAGE>

June 30, 2003, no Restricted Payment of any kind has been declared, paid or made
by the Borrower other than Restricted Payments permitted by Section 8.5.

         6.6      Tax Returns and Payments. Each of the Borrower, the General
Partner, Petrolane and the Restricted Subsidiaries has filed all material tax
returns required by law to be filed by it or has properly filed for extensions
of time for the filing thereof, and has paid all material taxes, assessments and
other governmental charges levied upon it or any of its properties, assets,
income or franchises which are shown to be due on such returns, other than those
which are not past due or are presently being contested in good faith by
appropriate proceedings diligently conducted for which such reserves or other
appropriate provisions, if any, as shall be required by GAAP have been made. The
Borrower is a limited partnership and so long as it is a limited partnership it
will be treated as a pass-through entity for U.S. federal income tax purposes
and as of the Closing Date is not subject to taxation with respect to its income
or gross receipts under applicable state (other than Michigan, New Hampshire,
Tennessee, Washington and Wisconsin) laws.

         6.7      Indebtedness. As of the Closing Date, none of the Borrower,
the General Partner, Petrolane, Borrower and its respective Subsidiaries has any
secured or unsecured Indebtedness outstanding, except as set forth in Schedule
6.7 and other than the Indebtedness represented by this Agreement, the other
Loan Documents and the First Mortgage Notes. As of the Closing Date, no
instrument or agreement to which the Borrower or any of its Subsidiaries is a
party or by which the Borrower or any such Subsidiary is bound (other than this
Agreement and the agreements governing the First Mortgage Notes and other than
as indicated in Schedule 6.7) contains any restriction on the incurrence by the
Borrower or any of its Subsidiaries of additional Indebtedness.

         6.8      Transfer of Assets and Business. (a) As of the Closing Date,
except as set forth in Schedule 6.8(a), each of the Borrower and its
Subsidiaries is in possession of, and operating in compliance in all material
respects with, all franchises, grants, authorizations, approvals, licenses,
permits (other than permits required by Environmental Laws), easements,
rights-of-way, consents, certificates and orders (collectively, the "PERMITS")
required (i) to own, lease or use its properties (including without limitation
to own, lease or use its Assets) and (ii) considering all such Permits in the
possession of, and complied with by, the General Partner, Petrolane, the
Borrower and its Subsidiaries taken together, to permit the conduct of the
Business as now conducted and proposed to be conducted, except for those Permits
(collectively, the "ROUTINE PERMITS") (x) which are routine or administrative in
nature and are expected in the reasonable judgment of the Borrower to be
obtained or given in the ordinary course of business after the Closing Date, or
(y) which, if not obtained or given, would not, individually or in the
aggregate, present a reasonable likelihood of having a Material Adverse Effect.

                  (b)      On the Closing Date, each of the Borrower and its
Subsidiaries has (i) good and marketable title to substantially all of the
Assets constituting owned real property and (ii) good and sufficient title to
substantially all of the Assets constituting fee-owned personal property for the
use and operation of such personal property as it is used on the date hereof, in
each case subject to no Liens except such as are permitted by Section 8.3. The
Assets of the Borrower and its Subsidiaries on the Closing Date are
substantially all of the assets and properties necessary to enable the Borrower
and its Subsidiaries to conduct the Business.

                                       63
<PAGE>

Subject to such exceptions as would not, individually or in the aggregate,
present a reasonable likelihood of having a Material Adverse Effect, (A) on the
date hereof the Borrower and its Subsidiaries enjoy peaceful and undisturbed
possession under all leases and subleases necessary in any material respect for
the conduct of the Business, and (B) as of the Closing Date, all such leases and
subleases are valid and subsisting and are in full force and effect. Except to
perfect, preserve and protect Liens permitted by Section 8.3 and Liens which
will be discharged on the Closing Date, as of the Closing Date, (x) no presently
effective financing statements under the Uniform Commercial Code which name any
of the Borrower, the General Partner, Petrolane or their respective Subsidiaries
as debtor, and which individually or in the aggregate relate to any material
part of the Assets, are on file in any jurisdiction in which any of the Assets
are (or have been) located or the Borrower, the General Partner, Petrolane or
any such Subsidiary is organized or has its principal place of business and (y)
none of the Borrower, the General Partner, Petrolane and any such Subsidiary has
signed, or authorized the filing by or on behalf of any secured party of, any
presently effective financing statements which individually or in the aggregate
relate to any material part of the Assets.

                  (c)      As of the date hereof, neither the Borrower nor any
of its Subsidiaries own any Railcars (as defined in the General Security
Agreement).

         6.9      Litigation, etc. As of the date hereof and the Closing Date,
there is no action, proceeding or investigation pending or, to the knowledge of
the Borrower upon reasonable inquiry, threatened against the Borrower,
Petrolane, the Public Partnership, the General Partner or any of their
respective Subsidiaries, and there is no action proceeding or investigation
pending or, to the knowledge of the Borrower upon reasonable inquiry, threatened
against the Borrower or its Restricted Subsidiaries, (a) which questions the
validity or enforceability of this Agreement, the other Loan Documents or any
action taken or to be taken pursuant to this Agreement or the other Loan
Documents, or (b) except as set forth in Schedule 6.9, which would present a
reasonable likelihood of having, either in any case or in the aggregate, a
Material Adverse Effect.

         6.10     Compliance with Other Instruments, etc. (a) On the Closing
Date, none of the Borrower, the General Partner, Petrolane or any of their
respective Subsidiaries will be in violation of (i) any provision of its
certificate or articles of incorporation or other Organization Documents, (ii)
any provision of any agreement or instrument to which it is a party or by which
any of its properties is bound or (iii) any applicable law, ordinance, rule or
regulation of any Governmental Authority or any applicable order, judgment or
decree of any court, arbitrator or Governmental Authority, except (in the case
of clauses (ii) and (iii) above only) for such violations which would not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect. Neither the General Partner nor the Public Partnership
is in violation of any provision of the Partnership Agreement.

                  (b)      The execution, delivery and performance by each of
the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of
this Agreement and the other Loan Documents to which it is a party, and the
completion of the transactions contemplated by this Agreement will not (i)
violate (x) any provision of the Partnership Agreement or the certificate or
articles of incorporation or other Organization Documents of the Borrower, the
General Partner, Petrolane or any of their respective Subsidiaries, (y) any
applicable law, ordinance, rule

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or regulation of any Governmental Authority or any applicable order, judgment or
decree of any court, arbitrator or Governmental Authority, or (z) any provision
of any agreement or instrument to which the Borrower, the General Partner,
Petrolane or any of their respective Subsidiaries is a party or by which any of
its properties is bound, except (in the case of clauses (y) and (z) above) for
such violations which would not, individually or in the aggregate, present a
reasonable likelihood of having a Material Adverse Effect, or (ii) result in the
creation of (or impose any express obligation on the part of the Borrower to
create) any Lien not permitted by Section 8.3.

         6.11     Governmental Consent. Except as expressly contemplated by this
Agreement and the other Loan Documents, and except for Routine Permits, (i) no
consent, approval or authorization of, or declaration or filing with, any
Governmental Authority is required for the valid execution, delivery and
performance of this Agreement or the other Loan Documents to which the Borrower
or any of the Restricted Subsidiaries, Petrolane or the General Partner is a
party, and (ii) no such consent, approval, authorization, declaration or filing
is required for the making of Loans or Issuing Letters of Credit pursuant to
this Agreement.

         6.12     Investment Company Act. None of the Borrower, Petrolane or the
General Partner is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         6.13     Public Utility Holding Company Act. None of the Borrower,
Petrolane or the General Partner is a "holding company" within the meaning of
Section 2(a)(7)(A) of the Public Utility Holding Company Act of 1935, as amended
(the "PUHCA"). Each of the Borrower, Petrolane and the General Partner is a
"subsidiary company" of a "holding company", within the meaning of the PUHCA,
but each of UGI (the "holding company"), the Borrower, Petrolane and the General
Partner is exempt from all the provisions of the PUHCA and the rules thereunder
other than Section 9(a)(2) thereof, based upon the filing by UGI with the
Commission of an exemption statement on Form U-3A-2 dated February 27, 2003
pursuant to Rule 2 under PUHCA (17 C.F.R. Section 250.2).

         6.14     Chief Executive Office. As of the Closing Date, the chief
executive office of the Borrower and the office where it maintains its records
relating to the transactions contemplated by this Agreement and the other Loan
Documents is located at 460 North Gulph Road, King of Prussia, PA 19406.

         6.15     Matters Relating to Petrolane. (a) As of the Closing Date,
Petrolane is a Wholly-Owned Subsidiary of the General Partner, has no
Subsidiaries and owns an approximate 15% limited partnership interest in the
Public Partnership.

                  (b)      Petrolane is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Pennsylvania
and has all requisite corporate power and authority to own and operate its
properties, to conduct its business and to execute and deliver this Agreement
and such other Loan Documents to which Petrolane is a party and to carry out the
terms of this Agreement and such other Loan Documents.

                  (c)      Schedule 6.15 includes a complete description of the
business and activities carried on by Petrolane and of its assets and
liabilities as of the Closing Date.

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         6.16     Matters Relating to the General Partner. (a) As of the Closing
Date, the General Partner is a Wholly Owned Subsidiary of AmeriGas, Inc., a
Pennsylvania corporation, and owns, in addition to the interest in the Borrower
described in Section 6.2, (i) a 1% general partnership interest in the Public
Partnership, (ii) all of the outstanding shares of Capital /Stock of Petrolane
and (iii) an approximate 32% limited partnership interest in the Public
Partnership. Other than AmeriGas Technology Group, Inc. and Petrolane, the
General Partner has no other direct Subsidiaries as of the Closing Date.

                  (b)      The General Partner is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Pennsylvania and has all requisite corporate power and authority to own and
operate its properties, to act as the sole general partner of the Borrower and
to execute and deliver in its individual capacity and in its capacity as the
sole general partner of the Borrower this Agreement and such other Loan
Documents to which the General Partner is a party and to carry out the terms of
this Agreement and such other Loan Documents.

                  (c)      Schedule 6.16 includes a complete description of the
business and activities carried on by the General Partner and of its assets and
liabilities as of the Closing Date.

         6.17     ERISA Compliance. Except to the extent that any of the
following would not, either alone or together, present a reasonable likelihood
of having a Material Adverse Effect: (i) during the twelve-consecutive-month
period prior to the date of the execution and delivery of this Agreement and
prior to the date of any Borrowing hereunder, no steps have been taken to
terminate any Pension Plan sponsored or maintained by any Obligor or any ERISA
Affiliate of any Obligor, (ii) no contribution failure has occurred with respect
to any Pension Plan sponsored or maintained by any Obligor or any ERISA
Affiliate of any Obligor sufficient to give rise to a Lien under section 302(f)
of ERISA and (iii) with respect to each Pension Plan sponsored or maintained by
any Obligor or any ERISA Affiliate of any Obligor, none of the following events
has occurred: termination of the plan, failure to make a required contribution
to the plan, failure to satisfy the minimum funding standard for a year, request
for a waiver of the minimum funding standard for any year, withdrawal from a
multiple employer plan, adoption of an amendment which results in a funded
current liability percentage of less than 60%, engaging in one or more
prohibited transactions, failure to comply with reporting and disclosure
requirements or engaging in any breach of fiduciary responsibility.

         6.18     Use of Proceeds; Margin Regulations. The proceeds of the Loans
are to be used solely for the purposes set forth in and permitted by Section
8.9. None of the Borrower and its Subsidiaries is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

         6.19     Environmental Warranties. (a) Except as disclosed on Schedule
6.19 or where non-compliance would not present a reasonable likelihood of having
a Material Adverse Effect, each of the Borrower and its Subsidiaries is in
compliance with all Environmental Laws applicable to it and to the Business or
Assets. Except as disclosed on Schedule 6.19 or where a reasonable likelihood of
having a Material Adverse Effect would not be presented, the Borrower and its
Subsidiaries have obtained and are in compliance with all permits, licenses and
approvals required by Environmental Law. Except as disclosed in Schedule 6.19 or
where the failure to

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timely and properly reapply would not present a reasonable likelihood of having
a Material Adverse Effect, the Borrower and its Subsidiaries have submitted
timely and complete applications to renew any expired or expiring Permits
required by Environmental Law. Schedule 6.17 lists all notices from Federal,
state or local Governmental Authorities or other Persons received within the
last five years of the date hereof by the Borrower and its Subsidiaries,
alleging or threatening any liability on the part of the Borrower or any of its
Subsidiaries, pursuant to any Environmental Law, that present a reasonable
likelihood of having a Material Adverse Effect. All reports, documents, or other
submissions required by Environmental Laws to be submitted by the Borrower to
any Governmental Authority or Person have been filed by the Borrower, except
where the failure to file would not present a reasonable likelihood of having a
Material Adverse Effect.

                  (b)      Except as disclosed in Schedule 6.19 or where a
reasonable likelihood of having a Material Adverse Effect would not be
presented: (i) there is no Hazardous Substance present at any of the real
property currently owned or leased by the Borrower or any of its Subsidiaries,
and to the knowledge of the Borrower, there was no Hazardous Substance present
at any of the real property formerly owned or leased by the Borrower or any of
its Subsidiaries during the period of ownership or leasing by such Person; and
(ii) with respect to such real property and subject to the same knowledge and
temporal qualifiers concerning Hazardous Substances with respect to formerly
owned or leased real properties, there has not occurred (x) any release, or to
the knowledge of the Borrower, any threatened release of a Hazardous Substance,
or (y) any discharge or, to the knowledge of the Borrower, threatened discharge
of any Hazardous Substance into the ground, surface, or navigable waters which
violates any Federal, state, local or foreign laws, rules or regulations
concerning water pollution.

                  (c)      Except as set forth in Schedule 6.19 or where a
reasonable likelihood of having a Material Adverse Effect would not be
presented, none of the Borrower and its Subsidiaries has disposed of,
transported, or arranged for the transportation or disposal of any Hazardous
Substance where such disposal, transportation, or arrangement would give rise to
liability pursuant to CERCLA or any analogous state statute.

                  (d)      Except as set forth in Schedule 6.19 or where a
reasonable likelihood of having a Material Adverse Effect would not be
presented: (1) no lien has been asserted by any Governmental Authority or person
resulting from the use, spill, discharge, removal, or remediation of any
Hazardous Substance with respect to any real property currently owned or leased
by the Borrower or any of its Subsidiaries, and (2) to the knowledge of the
Borrower, no such lien was asserted with respect to any of the real property
formerly owned or leased by the Borrower or any its Subsidiaries during the
period of ownership or leasing of the real property by such Person.

                  (e)      Except as set forth in Schedule 6.19 or where a
reasonable likelihood of having a Material Adverse Effect would not be
presented, (1) there are no underground storage tanks, asbestos-containing
materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of
the real property currently owned or leased by the Borrower or any of its
Subsidiaries in violation of Environmental Law and (2) to the knowledge of the
Borrower, there were no underground storage tanks, asbestos-containing
materials, polychlorinated biphenyls, or urea formaldehyde insulation at any of
the real property formerly owned or leased by the Borrower or

                                       67
<PAGE>

any of its Subsidiaries in violation of Environmental Law during the period of
ownership or leasing of such real property by such Person.

                  (f)      Except as set forth in Schedule 6.19 or where a
reasonable likelihood of having a Material Adverse Effect would not be
presented, propane has been used, handled and stored by the Borrower and its
Subsidiaries during the five year period ending on the Closing Date in
compliance with Environmental Laws.

         6.20     Copyrights, Patents, Trademarks and Licenses, etc. Except to
the extent that the failure to do so would not present a reasonable likelihood
of having a Material Adverse Effect, the Borrower and the Restricted
Subsidiaries own or are licensed or otherwise have the right to use all of the
patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of the Business, without conflict with the rights of any other
Person. To the best knowledge of the Borrower, no slogan or other advertising
device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by the Borrower or any Restricted
Subsidiary infringes upon any rights held by any other Person, where such
infringement would present a reasonable likelihood of having a Material Adverse
Effect. Except as specifically disclosed in Schedule 6.20, no claim or
litigation regarding any of the foregoing is pending or to the knowledge of the
Borrower threatened, and no patent, invention, device, application, principle or
any statute, law, rule, regulation, standard or code is pending or, to the
knowledge of the Borrower, proposed, which, in either case, would present a
reasonable likelihood of having a Material Adverse Effect.

         6.21     Insurance. The Borrower and each of its Subsidiaries are in
compliance with the terms and conditions contained in Sections 20 and 21 of the
Collateral Agency Agreement.

         6.22     Full Disclosure. None of the representations or warranties
made by any Obligor or the Restricted Subsidiaries in the Loan Documents as of
the date such representations and warranties are made or deemed made, and none
of the statements contained in any document, certificate or instrument furnished
by or on behalf of any Obligor in connection with the Loan Documents, as of the
date of such document, instrument or certificate, contains any untrue statement
of a material fact or omits any material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading.

         6.23     Solvency. As of the Closing Date, none of the Obligors or any
of the Restricted Subsidiaries:

                           (i)      was insolvent;

                           (ii)     was engaged in business, or was about to
engage in business or a transaction, for which any property remaining with such
Obligor or Restricted Subsidiary was an unreasonably small capital; or

                           (iii)    intended to incur, or believed that it would
incur, debts that would be beyond its ability to pay as such debts matured.

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<PAGE>

         6.24     Title Insurance. As of the Closing Date, Schedule 6.24 sets
forth a list of all real property owned by the Borrower and the Restricted
Subsidiaries (other than AEPLP and its Subsidiaries) which has an individual
value in excess of $1,000,000 (as determined in good faith by the General
Partner) or which is insured by a lender's title insurance policy. The Borrower
has obtained and delivered to the Collateral Agent (or its predecessor) an ALTA
loan policy (10-17-92 form), or its equivalent, of title insurance for all real
property owned by it which has an individual value in excess of $1,000,000 (as
determined in good faith by the General Partner) or which is, as of the date
hereof, insured by a lender's title insurance policy showing the Lien of the
applicable Mortgage as a first priority mortgage Lien, subject only to Permitted
Encumbrances.

         6.25     Mortgages. (a) From and after April 19, 1995, the Borrower and
its Restricted Subsidiaries (other than AEPLP and its Subsidiaries), as
applicable, have executed, delivered and recorded a Mortgage, in substantially
the form of Exhibit E, covering each district location owned or acquired by it
and any other real property thereafter acquired by it which had an individual
value in excess of $100,000 or which had an aggregate value in excess of
$500,000 (in each case as determined in good faith by the General Partner).
Schedule 6.25 sets forth a true and correct list of all real property owned by
the Borrower or a Restricted Subsidiary (other than AEPLP and its Subsidiaries)
that is subject to a Mortgage pursuant to this Section 6.25 and sets forth for
each such real property the address and county of such real property.

                  (b)      As of the Closing Date, each Mortgage required to be
delivered pursuant to Section 6.25 (i) is in full force and effect and (ii)
creates a valid first mortgage lien upon the applicable Mortgaged Property or
Mortgaged Properties, as applicable, subject only to Permitted Encumbrances (as
defined in the applicable Mortgages).

         6.26     Security Interest; Parity Debt. (a) The Borrower has caused to
be duly recorded, published, registered and filed all the documents set forth in
paragraph (b) of the definition of Security Documents (or documents or
instruments in respect thereof), in such manner and in such places as was
required by law to establish, and if applicable, perfect and preserve the rights
and security interests of the parties thereto and their respective successors
and assigns in the General Collateral.

                  (b)      Pursuant to the General Security Agreement, the
Collateral Agent has a first priority perfected security interest in the
Collateral (as defined in the General Security Agreement) subject only to
Permitted Filings (as defined in the General Security Agreement) and other liens
permitted by Section 8.3 of this Agreement, and the Collateral Agent is entitled
to all the rights, priorities and benefits afforded by the Uniform Commercial
Code or other relevant law as enacted in the relevant jurisdiction to perfected
security interests.

                  (c)      Pursuant to the Subsidiary Security Agreement, the
Collateral Agent has a first priority perfected security interest in the
Collateral (as defined in the Subsidiary Security Agreement) subject only to
Permitted Filings (as defined in the Subsidiary Security Agreement) and other
liens permitted by Section 8.3 of this Agreement, and the Collateral Agent is
entitled to all the rights, priorities and benefits afforded by the Uniform
Commercial Code or other relevant law as enacted in the relevant jurisdiction to
perfected security interests.

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<PAGE>

                  (d)      This Agreement constitutes a Parity Debt Agreement
for purposes of, and within the meaning of, the Collateral Agency Agreement and
the Security Documents. The Agent constitutes a Parity Agent for purposes of,
and within the meaning of, the Collateral Agency Agreement and the Security
Documents. Each Bank that is a party to this Agreement constitutes a Parity
Lender for purposes of, and within the meaning of, the Collateral Agency
Agreement and the Security Documents.

                  (e)      Evidence that (i) the Requisite Percentage (as
defined in the Collateral Agency Agreement) has agreed to the designation of the
Indebtedness (as defined in the Collateral Agency Agreement) of the Borrower
issued or incurred under, arising out of, or in connection with, the Notes, this
Agreement, the Fee Letter, the L/C Related Documents and the Security Documents,
including the principal of, prepayment charge, if any, with respect to, and
interest on the Notes and this Agreement (including all reimbursement
obligations thereunder) as Parity Debt for purposes of, and within the meaning
of, the First Mortgage Note Agreements, the Existing Credit Agreement, the
Collateral Agency Agreement and the Security Documents, entitled to the benefits
and security of the Security (as defined in the Collateral Agency Agreement) and
Security Documents for the payment thereof on parity with the payment of the
other Obligations (as defined in the Collateral Agency Agreement) in accordance
with the terms of the Collateral Agency Agreement and the Security Documents;
(ii) the Requisite Percentage has directed that each Bank that is a party to
this Agreement constitutes a Parity Lender for purposes of, and within the
meaning of, the Collateral Agency Agreement and the Security Documents and (iii)
the Requisite Holders have consented to the replacement of BofA, in its capacity
as collateral agent, with Wachovia.

         6.27     PPD/GP Debt Contributions. The aggregate amount of PPD/GP Debt
Contributions made by the Public Partnership and the General Partner to the
Borrower during the period from August 21, 2001 to the Closing Date is in excess
of $105,000,000.

         6.28     State Mortgage Taxes (a) Other than in connection with the
amendments to the Mortgages referred to in Section 5.1(p) and the Mortgage
Assignments (as defined in the Post-Closing Agreement) to be filed on the
Mortgaged Properties pursuant to this Agreement and the Post-Closing Agreement,
all state documentary stamp taxes, recording fees and nonrecurring intangible
taxes, if any, due and payable in connection with the Secured Obligations prior
to the Closing Date were paid upon recording of each Mortgage; (b) all state
documentary stamp taxes, recording fees and nonrecurring intangible taxes, if
any, due and payable in connection with such amendments to the Mortgages
referred to in Section 5.1(p) and Mortgage Assignments have been or will be paid
upon recording of the same and (c) no document (including, without limitation,
this Agreement) evidencing, creating, extending, renewing or modifying any of
the Secured Obligations has been executed by any person or entity (excluding the
payees or other beneficiaries thereof) other than those persons and entities who
were obligated to pay the Secured Obligations at the time that the Mortgages
were originally recorded. As used in this Section 6.28, the term "Secured
Obligations" means "Obligations" as defined in the Mortgages.

         6.29     Tax Disclosure. Neither the Agent, the Banks nor the Borrower
intend to treat the Loans as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4) or a "tax shelter" (within the
meaning of Section 6111 of the Code).

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                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  So long as any Bank shall have any Commitment hereunder, or
any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letters
of Credit shall remain outstanding unless the Required Banks waive compliance in
writing:

         7.1      Financial Statements. The Borrower will maintain, and will
cause each of its Subsidiaries to maintain, a system of accounting established
and administered in accordance with GAAP, and will accrue, and will cause each
of its Subsidiaries to accrue, all such liabilities as shall be required by
GAAP. The Borrower will furnish or cause to be furnished to the Agent, on behalf
of Banks, and the Agent will promptly distribute to each Bank at their
respective addresses as set forth on Schedule 12.2 hereto, or such other office
as may be designated by the Agent and Banks from time to time:

                  (a)      as soon as practicable, but in any event within 45
days after the end of each of the first three quarterly fiscal periods in each
fiscal year of the Borrower, consolidated and consolidating balance sheets of
the Borrower and its Subsidiaries (except, as to consolidating balance sheets
only, for inactive Subsidiaries) as at the end of such period and the related
consolidated (and, as to statements of income, consolidating, except for
inactive Subsidiaries) statements of income, partners' capital and cash flows of
the Borrower and its Subsidiaries for such period and (in the case of the second
and third quarterly periods) for the period from the beginning of the current
fiscal year to the end of such quarterly period, setting forth in each case in
comparative form the consolidated and, where applicable, consolidating figures
for the corresponding periods of the previous fiscal year, all in reasonable
detail and certified by the principal financial officer of the General Partner
as presenting fairly, in all material respects, the information contained
therein (except for the absence of footnotes and subject to changes resulting
from normal year-end adjustments), in accordance with GAAP applied on a basis
consistent with prior fiscal periods except for inconsistencies resulting from
changes in accounting principles and methods agreed to by the Borrower's
independent accountants;

                  (b)      as soon as practicable, but in any event within 90
days after the end of each fiscal year of the Borrower, consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries (except, as to
consolidating balance sheets only, for inactive Subsidiaries) as at the end of
such year and the related consolidated (and, as to statements of income,
consolidating except for inactive Subsidiaries) statements of income, partners'
capital and cash flows of the Borrower and its Subsidiaries for such fiscal
year, setting forth in each case in comparative form the consolidated and, where
applicable, consolidating figures for the previous fiscal year, all in
reasonable detail and (i) in the case of such consolidated financial statements,
accompanied by a report thereon of PricewaterhouseCoopers LLP or other
independent public accountants of recognized national standing selected by the
Borrower, which report shall not be qualified with respect to scope limitations
imposed by the Borrower or any of its Restricted Subsidiaries or with respect to
accounting principles followed by the Borrower or any of its Restricted
Subsidiaries not in accordance with GAAP and shall state that such consolidated
financial statements present fairly, in all material respects, the financial
position of the Borrower and its Subsidiaries as at the dates indicated and the
results of their operations and cash flows for

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<PAGE>

the periods indicated in conformity with GAAP unless otherwise disclosed,
applied on a basis consistent with prior years, and that the audit by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards then in effect in
the United States, and (ii) in the case of such consolidated and consolidating
financial statements, certified by the principal financial officer of the
General Partner as presenting fairly, in all material respects, the information
contained therein (except, in the case of such consolidating financial
statements, for the absence of footnotes), in accordance with GAAP (the items in
subsections (a) and (b) of this Section 7.1, the "BORROWER FINANCIALS");

                  (c)      together with each delivery of financial statements
of the Borrower pursuant to subsections (a) and (b) of this Section 7.1, a
Compliance Certificate of the Borrower (i) stating that the signers have
reviewed the terms of this Agreement and the other Loan Documents and have made,
or caused to be made under their supervision, a review in reasonable detail of
the transactions and condition of the Borrower and its Subsidiaries during the
accounting period covered by such financial statements, and that the signers do
not have knowledge of the existence and continuance as at the date of such
Compliance Certificate of any Default or Event of Default, or, if any of the
signers have knowledge that any Default or Event of Default then exists,
specifying the nature and approximate period of existence thereof and what
action the Borrower has taken or is taking or proposes to take with respect
thereto, (ii) specifying the amount available at the end of such accounting
period for Restricted Payments in compliance with Section 8.5 and showing in
reasonable detail all calculations required in arriving at such amount, (iii)
demonstrating in reasonable detail compliance at the end of such accounting
period with the restrictions contained in Section 8.1 (the last two paragraphs),
Sections 8.1(b), (d), (e), (f), (k) and (l), Section 8.2, Section 8.4(c),
Section 8.4(h), Section 8.5, Section 8.8(a)(ii), Section 8.8(a)(iii), Section
8.8(c)(ii) (calculation of Excess Sale Proceeds), Section 8.13, Section 8.14
(first sentence), Section 8.15 and Sections 8.17(a), (b) and (d), (iv)
calculating the applicable Pricing Tier, (v) if not specified in the related
financial statements being delivered pursuant to subsections (a) and (b) above,
specifying the aggregate amount of interest paid or accrued by, and aggregate
rental expenses of, the Borrower and its Subsidiaries, and the aggregate amount
of depreciation, depletion and amortization charged on the books of the Borrower
and its Subsidiaries, during the fiscal period covered by such financial
statements, and (vi) if at the time of the delivery of such financial statements
the Borrower shall have any Unrestricted Subsidiaries, setting forth therein (or
in an accompanying schedule) the adjustments required to be made to indicate the
consolidated financial position, cash flows and results of operations of the
Borrower and the Restricted Subsidiaries without regard to the financial
position, cash flows or results of operations of such Unrestricted Subsidiaries;

                  (d)      together with each delivery of consolidated financial
statements of the Borrower pursuant to subsection (b) of this Section 7.1, a
written statement by the independent public accountants giving the report
thereon stating that they have reviewed the terms of this Agreement and the
Notes and that, in making the audit necessary for the certification of such
financial statements, they have obtained no knowledge of the existence and
continuance as at the date of such written statement of any Default or Event of
Default, or, if they have obtained knowledge that any Default or Event of
Default then exists, specifying, to the extent possible, the nature and
approximate period of the existence thereof (such accountants, however, shall
not be liable to anyone by reason of their failure to obtain knowledge of any
Default or Event of Default

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<PAGE>

which would not be disclosed in the course of an audit conducted in accordance
with generally accepted auditing standards then in effect in the United States);

                  (e)      promptly following the receipt and timely review
thereof by the Borrower, copies of all reports submitted to the Borrower by
independent public accountants in connection with each special, annual or
interim audit of the books of the Borrower or any Subsidiary thereof made by
such accountants, including without limitation the comment letter submitted by
each such accountant to management in connection with their annual audit;

                  (f)      promptly upon their becoming publicly available,
copies of (i) all financial statements, reports, notices and proxy statements
sent or made available by the Borrower or the Public Partnership to any of its
security holders in compliance with the Exchange Act, or any comparable Federal
or state laws relating to the disclosure by any Person of information to its
security holders, (ii) all regular and periodic reports and all registration
statements and prospectuses filed by the Borrower or the Public Partnership with
any securities exchange or with the Securities and Exchange Commission or any
governmental authority succeeding to any of its functions (other than
registration statements on Form S-8 and Annual Reports on Form 10-R), (iii) all
press releases and other similar written statements made available by the
Borrower or the Public Partnership to the public concerning material
developments in the business of the Borrower or the Public Partnership, as the
case may be and (iv) all reports, notices and other similar written statements
sent or made available by the Borrower or the Public Partnership to any holder
of its Indebtedness pursuant to the terms of any agreement, indenture or other
instrument evidencing such Indebtedness, including without limitation the First
Mortgage Notes and the Public Partnership Indenture, except to the extent the
same substantive information is already being sent to the Agent;

                  (g)      as soon as reasonably practicable, and in any event
within five Business Days after a Responsible Officer obtains knowledge that any
Default or Event of Default has occurred, a written statement of such
Responsible Officer setting forth details of such Default or Event of Default
and the action which the Borrower has taken, is taking and proposes to take with
respect thereto;

                  (h)      as soon as reasonably practicable, and in any event
within five Business Days after a Responsible Officer obtains knowledge of (i)
the occurrence of an adverse development with respect to any litigation or
proceeding involving the Borrower or any of its Subsidiaries which in the
reasonable judgment of the Borrower presents a reasonable likelihood of having a
Material Adverse Effect or (ii) the commencement of any litigation or proceeding
involving the Borrower or any of its Subsidiaries which in the reasonable
judgment of the Borrower presents a reasonable likelihood of having a Material
Adverse Effect, a written notice of such Responsible Officer describing in
reasonable detail such commencement of, or adverse development with respect to,
such litigation or proceeding;

                  (i)      as soon as reasonably practicable, and in any event
within five Business Days after a responsible officer of any Obligor becomes
aware of the occurrence or existence of any of the events or conditions
specified below, and such event or condition has resulted in, or in the opinion
of the principal financial officer of the General Partner might reasonably be
expected to result in, a Material Adverse Effect: (i) the institution of any
steps by any Obligor or any other

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Person to terminate any Pension Plan sponsored or maintained by an Obligor or
any ERISA Affiliate of any Obligor, (ii) the failure to make a required
contribution to any Pension Plan sponsored or maintained by any Obligor if such
failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or
(iii) if any of the subsequently listed events have occurred with respect to any
Pension Plan sponsored or maintained by any Obligor, or any ERISA Affiliate of
any Obligor, the occurrence of termination of the plan, failure to make a
required contribution to the plan, failure to satisfy the minimum funding
standard for a year, request for a waiver of the minimum funding standard for
any year, withdrawal from a multiple employer plan, adoption of an amendment
which results in a funded current liability percentage of less than 60%,
engaging in one or more prohibited transactions, failure to comply with
reporting and disclosure requirements or engaging in any breach of fiduciary
responsibility, notice thereof and copies of all documentation relating thereto;

                  (j)      within 15 days after being approved by the governing
body of the Borrower, and in any event no later than November 15th each fiscal
year, an annual operating forecast for the next fiscal year;

                  (k)      as soon as reasonably practicable, and in any event
within five Business Days after a Responsible Officer obtains knowledge of a
violation or alleged violation of Environmental Law or the presence or release
of any Hazardous Substance within, on, from, relating to or affecting any
property, which in the reasonable judgment of the Borrower presents a reasonable
likelihood of having a Material Adverse Effect, provide notice thereof, and upon
request, copies of relevant documentation, provided, however, no such notice is
required with respect to matters disclosed in Schedule 6.19 or matters with
respect to which notice has previously been provided pursuant to this Section
7.1(1);

                  (l)      with reasonable promptness (and in no event later
than thirty (30) days after request), the Borrower shall provide to the Agent
upon request by the Agent which request shall not be made more frequently than
once every six (6) months or prior to March 31, 2004, a true and correct
schedule of each parcel of real property owned in fee by the Borrower or its
Restricted Subsidiaries (other than AEPLP and its Subsidiaries), as of the end
of the most recent calendar quarter, which schedule shall set forth the address
(or approximate address if no address is available), county, record owner and
approximate value (as determined in good faith by the General Partner) of each
such parcel of real property;

                  (m)      within 30 days of the acquisition by the Borrower or
its Restricted Subsidiary (other than AEPLP or its Subsidiaries) of any parcel
of real property for which the Borrower or such Restricted Subsidiary, as the
case may be, does not execute and deliver a Mortgage pursuant to Section 7.10,
the Borrower shall provide to the Agent evidence that (i) the individual value
of such acquired parcel of real property is not in excess of $100,000 (as
determined in good faith by the General Partner) or (ii) the aggregate value of
such acquired parcel of real property and the other real properties owned by the
Borrower or its Restricted Subsidiary (other than AEPLP or its Subsidiaries) and
located within the same district is not in excess of $500,000 (as determined in
good faith by the General Partner); and

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<PAGE>

                  (n)      with reasonable promptness, such other information
and data (financial or other) with respect to the Obligors or any of their
Subsidiaries as from time to time may be reasonably requested by the Agent or
any Bank.

         7.2      Reserved.

         7.3      Adequate Reserves. The Borrower will, and will cause each of
its Restricted Subsidiaries to maintain, overall reserves on their respective
books and records in accordance with GAAP, which overall reserves shall be
adequate in the opinion of the management of the Borrower and each Restricted
Subsidiary for the purposes for which they were established.

         7.4      Partnership or Corporate Existence; Business; Compliance with
Laws. (a) Except as otherwise expressly permitted in accordance with Section 8.7
or 8.8, (i) the Borrower will at all times preserve and keep in full force and
effect its partnership existence and its status as a partnership not taxable as
a corporation, (ii) the Borrower will cause each of the Restricted Subsidiaries
to keep in full force and effect its partnership or corporate existence and
(iii) the Borrower will, and will cause each Restricted Subsidiary to, at all
times preserve and keep in full force and effect all of its material rights and
franchises; provided, however, that the partnership or corporate existence of
any Restricted Subsidiary, and any right or franchise of the Borrower or any
Restricted Subsidiary, may be terminated notwithstanding this Section 7.4 if, in
the good faith judgment of the Borrower, such termination (x) is in the best
interest of the Borrower and the Restricted Subsidiaries, (y) is not
disadvantageous to the Agent, the Issuing Bank or the Banks in any material
respect and (z) would not have a reasonable likelihood of having a Material
Adverse Effect.

                  (b)      The Borrower will, and will cause each of its
Subsidiaries to, at all times comply with all laws, regulations and statutes
(including without limitation any zoning or building ordinances) applicable to
it, except for failures to so comply which, individually or in the aggregate,
would not present a reasonable likelihood of having a Material Adverse Effect.

                  (c)      The Borrower will not, and will not permit any
Restricted Subsidiary to, engage in any lines of business other than its current
Business as defined in this Agreement and other activities incidental or related
to the Business.

         7.5      Payment of Taxes and Claims. The Borrower will, and will cause
each of its Subsidiaries to, pay all material Taxes, Other Taxes, assessments
and other governmental charges imposed upon it or any of its Subsidiaries, or
any of its or its Subsidiaries' properties or assets or in respect of any of its
or any of its Subsidiaries' franchises, business, income or profits when the
same becomes due and payable, and all claims (including without limitation
claims for labor, services, materials and supplies) for sums which have become
due and payable and which by law have or might become a Lien upon any of its or
any of its Subsidiaries' properties or assets, and promptly reimburse the Banks
for any such Taxes, Other Taxes, assessments, charges or claims paid by them;
provided, that no such Tax, Other Tax, assessment, charge or claim need be paid
or reimbursed if it is being contested in good faith by appropriate proceedings
promptly initiated and diligently conducted and if such reserves or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor and be adequate in the good faith judgment of the General Partner.

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<PAGE>

         7.6      Maintenance of Properties; Insurance. (a) The Borrower will
maintain or cause to be maintained in good repair, working order and condition
all properties used or useful in the business of the Borrower and the Restricted
Subsidiaries and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof.

                  (b)      The Borrower will maintain or cause to be maintained,
with Permitted Insurers to the extent available on commercially reasonable terms
from Permitted Insurers and otherwise with financially sound and reputable
insurers, insurance with respect to its properties and business and the
properties and business of the Restricted Subsidiaries of the types and in the
amounts specified in Sections 20 and 21 of the Collateral Agency Agreement and
the Collateral Agent shall be named as an additional insured party on each
insurance policy maintained pursuant to this Section 7.6(b).

         7.7      License Agreements. The Borrower will perform and comply with
all of its obligations under each of the License Agreements to which it is a
party, will enforce each such License Agreement against each other party thereto
and will not accept the termination of any such License Agreement or any
amendment or supplement thereof or modification or waiver thereunder, unless any
such failure to perform, comply or enforce or any such acceptance would not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect.

         7.8      Chief Executive Office. The Borrower will not move its chief
executive office and the office at which it maintains its records relating to
the transactions contemplated by this Agreement and the Loan Documents unless
not less than 45 days' prior written notice of its intention to do so clearly
describing the new location, shall have been given to the Collateral Agent and
each Bank.

         7.9      Guarantors. Promptly upon any Person becoming a Restricted
Subsidiary of the Borrower, the Borrower will cause such Restricted Subsidiary
to execute and deliver to the Collateral Agent such appropriate documents to
become (i) a guarantor under the Subsidiary Guarantee and an assignor under the
Subsidiary Security Agreement and (ii) bound by the terms and provisions of the
Collateral Agency Agreement. If any Restricted Subsidiary then or thereafter
shall have any interests in real property, the Borrower will, subject to and if
required by the provisions of Section 7.10, cause such Restricted Subsidiary to
execute and deliver to the Collateral Agent a Mortgage in substantially the form
of Exhibit E with such changes, mutatis mutandis, so as to make such instrument
applicable to such Restricted Subsidiary and its interests in real property, and
cause the same to be recorded, published, registered and filed as provided in
Section 7.10. Notwithstanding the foregoing, until the AEPLP Available Date, the
Borrower shall not be required to cause AEPLP or any of AEPLP's Subsidiaries,
and neither AEPLP nor any of its Subsidiaries shall be required to comply with
this Section 7.9.

         7.10     New Mortgages; Recordation. The Borrower and its Restricted
Subsidiaries, if applicable, will execute and deliver a Mortgage (in
substantially the form of Exhibit E with such changes, mutatis mutandis, so as
to make such instrument applicable to the Borrower or such Restricted
Subsidiary, as the case may be, and its interests in real property) covering
each district location hereafter acquired by it and any other real property
hereafter acquired by it which has an individual value in excess of $100,000 or
which has an aggregate value in excess of $500,000 (in

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each case as determined in good faith by the General Partner) and which is not
already subject to the Lien of a Mortgage. The Borrower will cause to be duly
recorded, published, registered and filed all the documents set forth in
paragraph (b) of the definition of Security Documents (or documents or
instruments in respect thereof), in such manner and in such places as is
required by law to establish, and if applicable, perfect and preserve the rights
and security interests of the parties thereto and their respective successors
and assigns in the General Collateral. The Borrower will obtain and deliver to
the Collateral Agent an ALTA loan policy (10-17-92 form), or its equivalent in
any state, of title insurance for real property hereafter acquired by it which
has an individual value in excess of $1,000,000 (as determined in good faith by
the General Partner) showing the Lien of a Mortgage as a first priority mortgage
Lien. The Borrower will pay or cause to be paid all taxes, fees and other
governmental charges in connection with the execution, delivery, recording,
publishing, registration and filing of such documents or instruments in such
places, together with all expenses and premiums of the title companies in
connection with the issuance of any title policies or endorsements thereto.
Notwithstanding the foregoing, until the AEPLP Available Date, the Borrower
shall not be required to cause AEPLP or any of AEPLP's Subsidiaries, and neither
AEPLP nor any of its Subsidiaries shall be required to comply with this Section
7.10.

         7.11     Further Assurances. At any time and from time to time
promptly, the Borrower shall, at its expense, execute and deliver to the Agent
and each Bank and to the Collateral Agent such further instruments and
documents, and take such further action, as the Agent or any Bank may from time
to time reasonably request, in order to further carry out the intent and purpose
of this Agreement and the other Loan Documents and to establish, perfect,
preserve and protect the rights, interests and remedies created, or intended to
be created, in favor of the Banks and the Collateral Agent hereunder and
thereunder, including without limitation the execution, delivery, recordation
and filing of financing statements and continuation statements under the Uniform
Commercial Code of any applicable jurisdiction, and the delivery of satisfactory
opinions of counsel as to the recording, registration or filing of the Security
Documents (or documents in respect thereof) and the legal, valid, binding and
enforceable nature thereof and the validity of the Liens created thereby on the
General Collateral. Until the AEPLP Available Date, nothing in this Section 7.11
shall require the Borrower, AEPLP or AmeriGas Eagle Parts & Service to provide
to the Collateral Agent a first priority Lien in the assets of AEPLP or AmeriGas
Eagle Parts & Service.

         7.12     Covenant to Secure Notes Equally. The Borrower covenants that,
if it or any Restricted Subsidiary shall create or assume any Lien upon any of
its property or assets, whether now owned or hereafter acquired, other than
Liens permitted by the provisions of Section 8.3 (unless prior written consent
to the creation or assumption thereof shall have been obtained pursuant to
Section 12.1) it will make or cause to be made effective provision whereby the
Loans will be secured by such Lien equally and ratably with any and all other
Indebtedness thereby secured so long as any such other Indebtedness shall be so
secured, it being understood that the provision of such equal and ratable
security shall not constitute a cure or waiver of any related Event of Default.

         7.13     Designations With Respect to Subsidiaries. (a) The Borrower
may designate any Restricted Subsidiary or newly acquired or formed Subsidiary
as an Unrestricted Subsidiary

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or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject
to satisfaction of the following conditions:

                           (i)      immediately before and after giving effect
to such designation, no Default or Event of Default shall exist and be
continuing; and

                           (ii)     after giving effect to such designation, the
Borrower would be permitted to incur at least $1 of additional Indebtedness in
accordance with the provisions of clauses (i) and (ii) of Section 8.1(f);

                           (iii)    in the case of a designation of a Restricted
Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted
Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c)
(the "SALE CONDITION") and Section 8.4(h) (the "INVESTMENT CONDITION") would be
satisfied, assuming for this purpose that such designation (and all prior
designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries
as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale
by the Borrower of (in the case of the Sale Condition), and an Investment by the
Borrower in an amount equal to (in the case of the Investment Condition), all
the assets of the Subsidiary so designated, in each case for an amount equal to
(x) the net book value of such assets in the case of a Restricted Subsidiary and
(y) the cost of acquisition or formation in the case of a newly acquired or
formed Subsidiary (such amounts being herein referred to as "DESIGNATION
AMOUNTS" and deemed to constitute Net Proceeds for the purposes of the Sale
Condition); provided, however, that notwithstanding anything to the contrary
contained herein, until the AEPLP Security Date, AEPLP and each of its
Subsidiaries shall at all times remain Restricted Subsidiaries and in no event
shall the Borrower have any right to redesignate AEPLP or any of its
Subsidiaries as an Unrestricted Subsidiary.

                  (b)      A Subsidiary that has twice previously been
designated an Unrestricted Subsidiary may not thereafter be designated as a
Restricted Subsidiary.

                  (c)      The Borrower shall deliver to the Agent and each
Bank, within 20 Business Days after any such designation, an Officer's
Certificate stating the effective date of such designation and stating that the
foregoing conditions contained in this Section 7.13 have been satisfied. Such
certificate shall be accompanied by a schedule setting forth in reasonable
detail the calculations demonstrating compliance with such conditions, where
appropriate.

                  (d)      All Investments, Indebtedness, Liens, Guaranty
Obligations and other obligations that an Unrestricted Subsidiary (the
"DESIGNEE") has at the time of being designated a Restricted Subsidiary
hereunder shall be deemed to have been acquired, made or incurred, as the case
may be, at the time of such designation and in anticipation of such Designee
becoming a Subsidiary and of acquiring its assets (except as otherwise
specifically provided in Section 8.1(i) or (j) or Section 8.3(m)).

         7.14     Covenants of the General Partner and Petrolane. (a) Petrolane
covenants that it will engage only in the business and activities described in
Schedule 6.16, and each of the General Partner and Petrolane covenants that it
will not create any Liens on the general partnership interests in the Borrower
or the Public Partnership or dispose of any assets or

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properties covered by the terms of any License Agreement and will maintain and
keep in effect its corporate existence and franchises.

                  (b)      Each of the General Partner and Petrolane will
deliver to the Agent, on behalf of the Banks, and the Agent will promptly
distribute to each Bank at their respective addresses as set forth on Schedule
12.2 hereto, or such other office as may be designated by the Agent and Banks
from time to time, (i) financial statements as to itself of the same character
described in, and at the times specified in, Sections 7.1(a) and 7.1(b) with
respect to the Borrower (the "GUARANTOR FINANCIALS"), in each case certified and
reported on in the same manner as the Borrower Financials (except that the
financial statements of Petrolane need not be audited), and (ii) with reasonable
promptness, such other information and data (financial or other) with respect to
the General Partner or Petrolane, as the case may be, as may from time to time
be reasonably requested by the Agent.

                  (c)      The General Partner will perform and comply with all
of its obligations under the Partnership Agreement and each of the License
Agreements to which it is a party, will enforce the Partnership Agreement and
each such License Agreement against each other party thereto and will not accept
the termination of the Partnership Agreement or any such License Agreement or
any amendment or supplement thereof or modification or waiver thereunder, unless
any such failure to perform, comply or enforce or any such acceptance would not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect.

                  (d)      Section 6.5 of the Partnership Agreement (the
"INCORPORATED COVENANT") as in effect on the date hereof, together with all
related definitions, is hereby incorporated herein in the form included in the
Partnership Agreement on April 19, 1995 and without regard to any subsequent
amendments or waivers of the provisions of, or any termination of, the
Partnership Agreement. The General Partner agrees to fully perform and comply
with the Incorporated Covenant.

                  (e)      The General Partner agrees to apply all distributions
received by the Public Partnership from the Borrower and made with the proceeds
of Indebtedness incurred pursuant to Section 8.1(l) only to make payments,
purchases, prepayments, redemptions, defeasances or other repayments (scheduled
or unscheduled) of Indebtedness of the Public Partnership (and to pay all fees,
premiums, make whole amounts and transaction expenses incurred in connection
therewith).

         7.15     Books and Records. The Borrower will, and will cause each of
its Restricted Subsidiaries to, keep books and records which accurately reflect
all of its business affairs and transactions and permit the Agent and each Bank
or any of their respective representatives, at reasonable times and intervals,
to visit all of its offices, to discuss its financial matters with its officers
and to examine (and, at the expense of the Borrower, photocopy extracts from)
any of its books or other Borrower records. Upon the occurrence and during the
continuance of any Default or Event of Default the Borrower hereby authorizes
its independent public accountant to discuss the Borrower's financial matters
with the Agent and each Bank or any of their respective representatives provided
that a representative of the Borrower is present. So long as a Default has
occurred and is continuing, the Borrower shall pay any fees of the Agent, each
Bank and

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such independent public accountant incurred in connection with the Agent's or
any Bank's exercise of its rights pursuant to this Section.

         7.16     Environmental Covenant. The Borrower will, and will cause each
of the Restricted Subsidiaries to:

                  (a)      comply with all applicable Environmental Laws and any
permit, license, or approval required under any Environmental Law, except for
failures to so comply which would not present a reasonable likelihood of having
a Material Adverse Effect;

                  (b)      store, use, release, or dispose of any Hazardous
Substance in compliance with Environmental Laws at any property owned or leased
by the Borrower or any of its Restricted Subsidiaries, except where such
non-compliance would not present a reasonable likelihood of having a Material
Adverse Effect;

                  (c)      avoid committing any act or omission which would
cause any Lien to be asserted against any property owned by the Borrower or any
of its Restricted Subsidiaries pursuant to any Environmental Law, except where
such Lien would not present a reasonable likelihood of having a Material Adverse
Effect;

                  (d)      use, handle or store propane in compliance with
Environmental Laws, except where such non-compliance would not present a
reasonable likelihood of having a Material Adverse Effect;

                  (e)      take all steps required by Environmental Law to cure
any violation thereof disclosed in Schedule 6.19; and

                  (f)      provide such information and certificates which the
Agent or any Bank may reasonably request from time to time to evidence
compliance with this Section 7.16.

         7.17     Post Closing. The Borrower shall comply with the terms of the
Post-Closing Agreement.

         7.18     Tax Disclosure. In the event that the Agent, any of the Banks
or the Borrower determine to take any action inconsistent with its intention not
to treat the Loans as being a "reportable transaction" (within the meaning of
the Treasury Regulation Section 1.6011-4) or a "tax shelter" (within the meaning
of Section 6111 of the Code), shall promptly notify the other parties to this
Agreement thereof in writing.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  So long as any Bank shall have any Commitment hereunder, or
any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letters
of Credit shall remain outstanding, unless the Required Banks waive compliance
in writing:

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<PAGE>

         8.1      Indebtedness. The Borrower will not, and will not permit any
Restricted Subsidiary to, create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness, except that:

                  (a)      the Borrower may become and remain liable with
respect to the Indebtedness evidenced by the First Mortgage Notes and Long Term
Funded Debt incurred in connection with any extension, renewal, refunding or
refinancing of Indebtedness evidenced by the First Mortgage Notes, provided,
that the principal amount of such Long Term Funded Debt shall not exceed the
principal amount of such Indebtedness evidenced by the First Mortgage Notes,
together with any accrued interest and prepayment charges with respect thereto,
being extended, renewed, refunded or refinanced;

                  (b)      the Borrower may become and remain liable with
respect to Indebtedness incurred by the Borrower (i) to finance the making of
expenditures for the improvement or repair (to the extent such improvements and
repairs may be capitalized on the books of the Borrower in accordance with GAAP)
of or additions (including additions by way of acquisitions or capital
contributions of businesses and related assets) to the General Collateral or
(ii) by assumption of Indebtedness in connection with additions (including
additions by way of acquisitions or capital contributions of businesses and
related assets) to the General Collateral or to extend, renew, refund or
refinance any such Indebtedness; provided, that (x) the amount of such assumed
Indebtedness shall not exceed the purchase price of such additions and (y) any
such extensions, renewals, refundings or refinancings of any such Indebtedness
shall not exceed the principal amount thereof;

                  (c)      subject to Section 8.4(c) any Restricted Subsidiary
may become and remain liable with respect to Indebtedness of such Restricted
Subsidiary owing to the Borrower or to a Wholly-Owned Restricted Subsidiary, and
the Borrower may become and remain liable with respect to Indebtedness owing to
a Wholly-Owned Restricted Subsidiary provided it is subordinated to the
Obligations and the Parity Debt at least to the extent provided in the
subordination provisions set forth in Exhibit I;

                  (d)      the Borrower may become and remain liable with
respect to unsecured Indebtedness of the Borrower owing to the General Partner
or an Affiliate of the General Partner, provided, that (i) the aggregate
principal amount of such Indebtedness outstanding at any time shall not be in
excess of $50,000,000 and (ii) such Indebtedness is created and is outstanding
under an agreement or instrument pursuant to which such Indebtedness is
subordinated to the Obligations and the Parity Debt at least to the extent
provided in the subordination provisions set forth in Exhibit I;

                  (e)      the Borrower may become and remain liable with
respect to Indebtedness incurred for any purpose permitted by the Revolving
Commitment, and any Indebtedness incurred for any such permitted purpose which
replaces, extends, renews, refunds or refinances any such Indebtedness, in whole
or in part, in an aggregate principal amount at any time not in excess of
$175,000,000 less the aggregate principal amount of the Acquisition Loans (other
than Specified Acquisition Loans) outstanding at such time;

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<PAGE>

                  (f)      the Borrower may become and remain liable with
respect to Indebtedness, in addition to that otherwise permitted by the
foregoing subsections of this Section 8.1, if on the date the Borrower becomes
liable with respect to any such additional Indebtedness and immediately after
giving effect thereto and to the substantially concurrent repayment of any other
Indebtedness (i) the ratio of Consolidated Cash Flow to Consolidated Pro Forma
Debt Service is equal to or greater than 2.50 to 1.0 and (ii) the ratio of
Consolidated Cash Flow to Average Consolidated Pro Forma Debt Service is equal
to or greater than 1.25 to 1.0;

                  (g)      the Borrower and its Restricted Subsidiaries may
become and remain liable with respect to the Indebtedness described on Schedule
6.7;

                  (h)      the Borrower may become and remain liable with
respect to obligations under Interest Rate Agreements entered into to hedge
interest rate risk;

                  (i)      any Person that after the Closing Date becomes a
Restricted Subsidiary may become and remain liable with respect to any
Indebtedness to the extent such Indebtedness existed at the time such Person
became a Subsidiary (and was not incurred in anticipation of such Person
becoming a Subsidiary); provided, that immediately after giving effect to such
Person becoming a Restricted Subsidiary, the Borrower could incur at least $1 of
additional Indebtedness in compliance with clauses (i) and (ii) of Section
8.1(f);

                  (j)      the Borrower and any Restricted Subsidiary may become
and remain liable with respect to Indebtedness relating to any business acquired
by or contributed to the Borrower or such Restricted Subsidiary or which is
secured by a Lien on any property or assets acquired by or contributed to the
Borrower or such Restricted Subsidiary to the extent such Indebtedness existed
at the time such business or property or assets were so acquired or contributed
(and was not incurred in anticipation thereof) and if such Indebtedness is
secured by such property or assets, such security interest does not extend to or
cover any other property of the Borrower or any of the Restricted Subsidiaries,
provided, that immediately after giving effect to such acquisition or
contribution, the Borrower could incur at least $1 of additional Indebtedness in
compliance with clauses (i) and (ii) of Section 8.1(f);

                  (k)      Capitalized Lease Liabilities not in excess of
$10,000,000 at any time outstanding; and

                  (l)      the Borrower may become and remain liable with
respect to Indebtedness which otherwise complies with the terms of Section
8.1(f), the proceeds of which are used to make distributions permitted under
Section 8.5, provided, that the aggregate principal amount of all Indebtedness
incurred under this Section 8.1(l) since August 21, 2001 and outstanding at any
time shall not exceed $105,000,000, provided, further, that at the time the
Borrower incurs any Indebtedness permitted under the above provisions of this
Section 8.1(l), such Indebtedness shall have received (i) a Special Rating and
(ii) an investment grade rating from at least two nationally recognized
statistical rating organizations (as defined for purposes of Rule 436(g) under
the Securities Act), such as Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., Fitch Ratings and Moody's Investors Service;

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Further, notwithstanding anything in this Agreement to the contrary, until the
AEPLP Security Date, the Borrower will not permit AEPLP or any of its
Subsidiaries to create, incur, assume or otherwise become or remain directly or
indirectly liable with respect to any Indebtedness, other than (i) Indebtedness
of the type described in Section 8.1(c), (ii) the Indebtedness of AEPLP on the
date of closing of the Columbia Acquisition, as disclosed in the Columbia
Purchase Agreement (which amount was not in excess of $10,000,000), and (iii)
the Indebtedness of AEPLP owing to the Borrower which is evidenced by the
Intercompany Note to the extent that the aggregate principal amount outstanding
thereunder does not exceed $137,997,000.

         8.2      Minimum Interest Coverage. The Borrower will not permit the
ratio of EBITDA to Consolidated Interest Expense as at any fiscal quarter end
for the four fiscal quarters then ending to be less than 2.25 to 1.0.

         8.3      Liens, etc. The Borrower will not, and will not permit any
Restricted Subsidiary to, directly or indirectly create, incur, assume or permit
to exist any Lien on or with respect to any property or asset (including any
document or instrument in respect of goods or accounts receivable) of the
Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired,
or any income or profits therefrom (whether or not provision is made for the
equal and ratable securing of the Obligations in accordance with the provisions
of Section 7.12), except:

                  (a)      Liens for taxes, assessments or other governmental
charges the payment of which is not yet due and payable or which is being
contested in compliance with Section 7.5 hereof and Section 1.18 of the
Mortgages;

                  (b)      Liens of lessors, landlords and carriers, vendors,
warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in
the ordinary course of business for sums not yet due or the payment of which is
being contested in compliance with Section 7.5 hereof and Section 1.18 of the
Mortgages, in each case (i) not incurred or made in connection with the
borrowing of money, the obtaining of advances or credit or the payment of the
deferred purchase price of property or (ii) incurred in the ordinary course of
business securing the unpaid purchase price of property or services constituting
current accounts payable; and precautionary Liens in favor of lessors under
capital leases and leases of equipment in the ordinary course of business;

                  (c)      Liens (other than any Lien imposed by ERISA) incurred
or deposits made in the ordinary course of business (i) in connection with
workers' compensation, unemployment insurance and other types of social
security, or (ii) to secure (or to obtain letters of credit that secure) the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, performance bonds, purchase, construction or sales contracts and other
similar obligations, in each case not incurred or made in connection with the
borrowing of money;

                  (d)      other deposits made to secure liability to insurance
carriers under insurance or self-insurance arrangements;

                  (e)      Liens securing reimbursement obligations under
letters of credit, provided in each case that such Liens cover only the title
documents and related goods (and any proceeds thereof) covered by the related
letter of credit;

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<PAGE>

                  (f)      any attachment or judgment Lien, unless the judgment
it secures shall not, within 60 days after the entry thereof, have been
discharged or execution thereof stayed pending appeal or review, or shall not
have been discharged within 60 days after expiration of any such stay;

                  (g)      leases or subleases granted to others, easements,
rights-of-way, restrictions and other similar charges or encumbrances, which, in
each case either (i) are granted, entered into or created in the ordinary course
of the business of the Borrower or any Restricted Subsidiary or (ii) do not,
individually or in the aggregate, present a reasonable likelihood of having a
Material Adverse Effect;

                  (h)      Liens on property or assets of any Restricted
Subsidiary securing Indebtedness of the type described in Section 8.1(c) of such
Restricted Subsidiary owing to the Borrower or a Wholly-Owned Restricted
Subsidiary;

                  (i)      [Intentionally omitted];

                  (j)      Liens created by any of the Security Documents
securing Indebtedness evidenced by the First Mortgage Notes (or any extension,
renewal, refunding, replacement or refinancing of any such Indebtedness) in
accordance with Section 8.1(a);

                  (k)      Liens created by any of the Security Documents
securing the Indebtedness incurred under the Acquisition Commitment (or any
extension, renewal, refunding, replacement-or refinancing of any such
Indebtedness) in accordance with Section 8.1(b);

                  (l)      Liens created by any of the Security Documents
securing the Indebtedness, or Letters of Credit, incurred under the Revolving
Commitment (or any extension, renewal, refunding, replacement or refinancing of
any such Indebtedness) in accordance with Section 8.1(e);

                  (m)      Liens (other than the Liens referred to in clauses
(j), (k) or (l) above) securing Indebtedness represented by the First Mortgage
Notes or other Indebtedness incurred in accordance with Section 8.1(b), 8.1(e)
or 8.1(l) or, to the extent incurred (i) to repay Indebtedness or letter of
credit obligations incurred and outstanding under the Acquisition Commitment or
the Revolving Commitment (or any extension, renewal, refunding, replacement or
refinancing of any such Indebtedness), (ii) to finance the making of
expenditures for the improvement or repair (to the extent such improvements and
repairs may be capitalized on the books of the Borrower and the Restricted
Subsidiaries in accordance with GAAP) of or additions (including additions by
way of acquisitions or capital contributions of businesses and related assets)
to the General Collateral, or (iii) by assumption in connection with additions
(including additions by way of acquisitions or capital contributions of
businesses and related assets) to the General Collateral, under Section 8.1(f),
provided, that (1) such Liens are effected through an amendment to the Security
Documents to the extent necessary to provide the holders of such Indebtedness
equal and ratable security in the property and assets subject to the Security
Documents with the holders of the Notes and the other Indebtedness secured under
the Security Documents, (2) in the case of Indebtedness incurred in accordance
with Section 8.1(b) or Section 8.1(f) to finance the making of additions to the
General Collateral, the Borrower has delivered to

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the Collateral Agent an Officers' Certificate demonstrating that the principal
amount of such Indebtedness (net of transaction costs funded by the proceeds of
such Indebtedness) does not exceed the lesser of the cost to the Borrower and
the Restricted Subsidiaries of such additional property or assets and the fair
market value of such additional property or assets at the time of the
acquisition thereof (as determined in good faith by the General Partner), and
(3) the Borrower has delivered to the Collateral Agent an opinion of counsel
reasonably satisfactory to the Collateral Agent with regard to the attachment
and perfection of the Lien of the Security Documents with respect to such
additional property and assets;

                  (n)      Liens existing on any property of any Person at the
time it becomes a Subsidiary of the Borrower, or existing at the time of
acquisition upon any property acquired by the Borrower or any such Subsidiary
through purchase, merger or consolidation or otherwise, whether or not assumed
by the Borrower or such Subsidiary, or created to secure Indebtedness incurred
under Section 8.1(f) to pay all or any part of the purchase price (a "PURCHASE
MONEY LIEN") of property (including without limitation Capital Stock and other
securities) acquired by the Borrower or a Restricted Subsidiary, provided, that
(i) any such Lien shall be confined solely to such item or items of property
and, if required by the terms of the instrument originally creating such Lien,
other property which is an improvement to or is acquired for use specifically in
connection with such acquired property, (ii) such item or items of property so
acquired are not required to become part of the General Collateral under the
terms of the Security Documents, (iii) in the case of a Purchase Money Lien, the
principal amount of the Indebtedness secured by such Purchase Money Lien shall
at no time exceed an amount equal to the lesser of (A) the cost to the Borrower
and the Restricted Subsidiaries of such property and (B) the fair market value
of such property at the time of the acquisition thereof (as determined in good
faith by the General Partner), (iv) any such Purchase Money Lien shall be
created not later than 30 days after the acquisition of such property and (v)
any such Lien (other than a Purchase Money Lien) shall not have been created or
assumed in contemplation of such Person's becoming a Subsidiary of the Borrower
or such acquisition of property by the Borrower or any Subsidiary;

                  (o)      easements, exceptions or reservations in any property
of the Borrower or any Restricted Subsidiary granted or reserved for the purpose
of pipelines, roads, the removal of oil, gas, coal or other minerals, and other
like purposes, or for the joint or common use of real property, facilities and
equipment, which are incidental to, and do not materially interfere with, the
ordinary conduct of the business of the Borrower or any Restricted Subsidiary;

                  (p)      Liens arising from or constituting Permitted
Encumbrances as defined under the Security Documents; and

                  (q)      any Lien renewing or extending any Lien permitted by
subsection (h), (j), (k), (l), (m) or (n) of this Section 8.3, provided, that
(i) the principal amount of the Indebtedness secured by any such Lien shall not
exceed the principal amount of such Indebtedness outstanding immediately prior
to the renewal or extension of such Lien (together with, in the case of
Indebtedness permitted by Section 8.1(a), any accrued interest thereon and
prepayment charges with respect thereto), and (ii) no assets encumbered by any
such Lien other than the assets encumbered immediately prior to such renewal or
extension shall be encumbered thereby.

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<PAGE>

Notwithstanding anything in this Agreement to the contrary, until the AEPLP
Security Date, other than Liens permitted by subsections (a), (b), (c), (d),
(f), (g), (h), (o) and (to the extent that any such Lien extends or renews a
Lien permitted by subsection (h) of this Section 8.3) (q) of this Section 8.3,
the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or
indirectly, create, incur, assume or permit to exist any Lien on or with respect
to any property or asset (including any document or instrument in respect of
goods or accounts receivable) of AEPLP or such Subsidiary, whether such property
or assets are now owned or held or hereafter acquired, or any income or profits
therefrom.

         8.4      Investments, Contingent Obligations, etc. The Borrower will
not, and will not permit any Restricted Subsidiary to, directly or indirectly
(i) make or own any Investment in any Person (including an Investment in a
Subsidiary of the Borrower), (ii) create or become liable with respect to any
Contingent Obligation with respect to any Indebtedness of a Control Affiliate,
or (iii) create or become liable with respect to any Contingent Obligation
(provided, however, that nothing contained in this Section 8.4, except clause
(ii) above, is intended to limit the making of any Contingent Obligation which
would be permitted as Indebtedness under Section 8.1), except:

                  (a)      the Borrower or any Restricted Subsidiary may make
and own Investments in the following (collectively, "CASH EQUIVALENTS"):

                           (i)      marketable obligations issued or
unconditionally guaranteed by the United States of America, or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing one year or less from the date of acquisition thereof,

                           (ii)     marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within one year from the
date of acquisition thereof and having as at such date the highest rating
obtainable from either Standard & Poor's Rating Group or Moody's Investors
Service, Inc.,

                           (iii)    commercial paper maturing no more than 270
days from the date of creation thereof and having as of the date of acquisition
thereof one of the two highest ratings obtainable from either Standard & Poor's
Rating Group or Moody's Investors Service, Inc.,

                           (iv)     certificates of deposit maturing one year or
less from the date of acquisition thereof issued by commercial banks
incorporated under the laws of the United States of America or any state thereof
or the District of Columbia or Canada, (A) the commercial paper or other short
term unsecured debt obligations of which are as of such date rated either A-2 or
better (or comparably if the rating system is changed) by Standard & Poor's
Rating Group or Prime-2 or better (or comparably if the rating system is
changed) by Moody's Investors Service, Inc. or (B) the long-term debt
obligations of which are as at such date rated either A or better (or comparably
if the rating system is changed) by either Standard & Poor's Rating Group or A-2
or better or comparably if the rating system is changed by Moody's Investors
Service, Inc. ("PERMITTED BANKS"),

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                           (v)      Eurodollar time deposits having a maturity
of less than 270 days from the date of acquisition thereof purchased directly
from any Permitted Bank;

                           (vi)     bankers' acceptances eligible for rediscount
under requirements of the FRB and accepted by Permitted Banks, and

                           (vii)    obligations of the type described in clause
(i), (ii), (iii), (iv) or (v) above purchased from a securities dealer
designated as a "primary dealer" by the Federal Reserve Bank of New York or from
a Permitted Bank as counterparty to a written repurchase agreement obligating
such counterparty to repurchase such obligations not later than 14 days after
the purchase thereof and which provides that the obligations which are the
subject thereof are held for the benefit of the Borrower or a Restricted
Subsidiary by a custodian which is a Permitted Bank and which is not a
counterparty to the repurchase agreement in question;

                  (b)      the Borrower or any Restricted Subsidiary may acquire
Capital Stock or other ownership interests, whether in a single transaction or a
series of related transactions, of a Person (i) located in the United States or
Canada, (ii) incorporated or otherwise formed pursuant to the laws of the United
States or Canada or any state or province thereof or the District of Columbia
and (iii) engaged in substantially the same business as the Borrower such that,
upon the completion of such transaction or series of transactions, such Person
becomes a Restricted Subsidiary;

                  (c)      subject to the provisions of subsection (h) below,
the Borrower or any Restricted Subsidiary may make and own Investments (in
addition to Investments permitted by subsections (a), (b), (d), (e), (f) and (g)
of this Section 8.4) in any Person incorporated or otherwise formed pursuant to
the laws of the United States or Canada or any state or province thereof or the
District of Columbia which is engaged in the United States or Canada in
substantially the same business as the Borrower; provided, that (i) the
aggregate amount of all such Investments made by the Borrower and its Restricted
Subsidiaries following the Original Closing Date (including without limitation
the transactions contemplated by this Agreement) and outstanding pursuant to
this subsection (c) and subsection (h) below shall not at any date of
determination exceed 10% of Total Assets (the "INVESTMENT LIMIT"), provided,
that in addition to Investments that would be permitted under the Investment
Limit, during any fiscal year the Borrower and its Restricted Subsidiaries may
invest up to $25,000,000 (the "ANNUAL LIMIT") pursuant to the provisions of this
subsection (c), but the unused amount of the Annual Limit shall not be carried
over to any future years and provided, further, that neither the Annual Limit
nor the Investment Limit shall include the aggregate principal amount of the
Intercompany Note outstanding on August 21, 2001 to the extent that such amount
is not in excess of $137,997,000 at the time of determination or the Investment
by AEPI in Atlantic Energy, Inc. in existence on August 21, 2001 in the amount
of approximately $3,100,000, (ii) such Investments shall become part of the
General Collateral and shall be subjected to the Lien of the Security Documents
and (iii) such Investments shall not be made in Capital Stock or Indebtedness of
the Public Partnership or any of its Subsidiaries (other than the Borrower and
the Restricted Subsidiaries);

                  (d)      the Borrower or any Restricted Subsidiary may make
and own Investments (x) arising out of loans and advances to employees incurred
in the ordinary course of business not in excess of $1,000,000 at any time
outstanding, (y) arising out of extensions of

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trade credit or advances to third parties in the ordinary course of business and
(z) acquired by reason of the exercise of customary creditors' rights upon
default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;

                  (e)      the Borrower and any Restricted Subsidiary may create
or become liable with respect to any Contingent Obligation constituting an
obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person,
which is undertaken or made in the ordinary course of business;

                  (f)      the Borrower may create and become liable with
respect to any Interest Rate Agreements;

                  (g)      any Restricted Subsidiary may make Investments in the
Borrower;

                  (h)      the Borrower or any Restricted Subsidiary may make or
own Investments in Unrestricted Subsidiaries, provided, that the Net Amount of
Unrestricted Investment shall not at any time exceed $5,000,000 (and subject to
the limitations specified in subsection (c) above);

                  (i)      the Borrower may own Investments in Atlantic Energy,
Inc. which were in existence on August 21, 2001 and as set forth in Schedule
8.4(i);

                  (j)      the Borrower may own Investments consisting of the
Intercompany Note to the extent that the aggregate principal amount of the
Intercompany Note does not exceed $137,990,000;

                  (k)      AEPI, AEPH and AEPLP may remain liable for any
obligations, warranties or indemnities set forth in the National Propane
Purchase Agreement as such agreement is in effect on the Closing Date; and

                  (l)      the Borrower may remain (i) liable for its
indemnification and guarantee obligations under the Columbia Purchase Agreement,
as in effect on August 21, 2001, and (ii) under the Keep Well Agreement, as in
effect on August 21, 2001.

                  Notwithstanding the foregoing, the Borrower may have
outstanding undrawn letters of credit (including Letters of Credit) not in
excess of $100,000,000. Furthermore, the Agent and the Banks hereby permanently
waive compliance with the obligation under the Subsidiary Security Agreement to
provide to the Collateral Agent a Lien on the Capital Stock of Atlantic Energy,
Inc.

         8.5      Restricted Payments. The Borrower will not directly or
indirectly declare, order, pay, make or set apart any sum for any Restricted
Payment, except that the Borrower may declare or order, and make, pay or set
apart, once during each calendar quarter a Restricted Payment if (a) such
Restricted Payment is in an amount not exceeding Available Cash for the
immediately preceding calendar quarter, and (b) immediately after giving effect
to any such proposed action no Event of Default (or Default under Sections
9.1(a), (f) or (g)) shall exist and be continuing; provided, that
notwithstanding the foregoing, the Borrower may declare, order, pay, make or set
apart sums for Restricted Payments to the Public Partnership at any time, and
from time to time, in an aggregate amount not exceeding the proceeds of
Indebtedness of the

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Borrower incurred pursuant to Section 8.1(l) if immediately after giving effect
to any such proposed action no Event of Default (or Default under Sections
9.1(a), (f), or (g)) shall exist and be continuing. The Borrower will comply
with, and accrue on its books, the reserve provisions required under the
definition of Available Cash. The Borrower will not, in any event, directly or
indirectly declare, order, pay or make any Restricted Payment except in cash.
The Borrower will not permit any Restricted Subsidiary to declare, order, pay or
make any Restricted Payment or to set apart any sum or property for any such
purpose (it being understood that nothing in this Section 8.5 shall prohibit any
such Restricted Subsidiary from declaring, ordering, paying, making, or setting
apart any sum or property for, any payment or other distribution or dividend to
(i) the Borrower or any Wholly-Owned Restricted Subsidiary and (ii) so long as
no Default or Event of Default shall occur and be continuing, all holders of
Capital Stock of such Restricted Subsidiary on a pro rata basis) (with any such
distribution or dividend to a Control Affiliate being subject to the limitation
of the first sentence of this Section 8.5).

         8.6      Transactions with Affiliates. The Borrower will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, engage in any
transaction with any Affiliate, including without limitation the purchase,
transfer, disposition, sale, lease or exchange of assets or the rendering of any
service, unless (1)(a) such transaction or series of related transactions is on
fair and reasonable terms that are no less favorable to the Borrower or such
Restricted Subsidiary, as the case may be, than those which would be obtained in
an arm's-length transaction at the time such transaction is agreed upon between
Persons which are not Affiliates, and (b) with respect to a transaction or
series of transactions involving aggregate payments or value equal to or greater
than $15 million, the Borrower shall have delivered an Officers' Certificate to
the Agent certifying that such transaction or series of transactions complies
with the preceding clause (a) and that such transaction or series of
transactions has been approved by a majority of the Board of Directors of the
General Partner (including a majority of the Disinterested Directors), or (2)
such transaction or series of related transactions is between the Borrower and
any Wholly-Owned Restricted Subsidiary or between two Wholly-Owned Restricted
Subsidiaries, provided, however, that this Section 8.6 will not restrict the
Borrower, any Restricted Subsidiary or the General Partner from entering into
(i) any employment agreement, stock option agreement, restricted stock agreement
or other similar agreement or arrangement in the ordinary course of business,
(ii) transactions permitted by Section 8.5 and (iii) transactions in the
ordinary course of business in connection with reinsuring the self-insurance
programs or other similar forms of retained insurable risks of the retail
propane business operated by the Borrower, its Subsidiaries and its Affiliates.

         8.7      Subsidiary Stock and Indebtedness. The Borrower will not:

                  (a)      directly or indirectly sell, assign, pledge or
otherwise dispose of any Indebtedness of or any shares of stock or similar
interests of (or warrants, rights or options to acquire stock or similar
interests of) any Restricted Subsidiary, except to a Wholly-Owned Restricted
Subsidiary;

                  (b)      permit any Restricted Subsidiary directly or
indirectly to sell, assign, pledge or otherwise dispose of any Indebtedness of
the Borrower or any other Restricted Subsidiary, or any shares of stock or
similar interests of (or warrants, rights or options to acquire

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<PAGE>

stock or similar interests of) any other Restricted Subsidiary, except to the
Borrower or a Wholly-Owned Restricted Subsidiary;

                  (c)      permit any Restricted Subsidiary to have outstanding
any shares of stock or similar interests which are preferred over any other
shares of stock or similar interests in such Restricted Subsidiary owned by the
Borrower or a Wholly-Owned Restricted Subsidiary unless such shares of preferred
stock or similar interests are owned by the Borrower or a Wholly-Owned
Restricted Subsidiary; or

                  (d)      permit any Restricted Subsidiary directly or
indirectly to issue or sell (including without limitation in connection with a
merger or consolidation of such Subsidiary otherwise permitted by Section
8.8(a)) any shares of its stock or similar interests (or warrants, rights or
options to acquire its stock or similar interests) except to the Borrower or a
Wholly-Owned Restricted Subsidiary;

provided, that (i) any Restricted Subsidiary may sell, assign or otherwise
dispose of Indebtedness of the Borrower if, assuming such Indebtedness were
incurred immediately after such sale, assignment or disposition, such
Indebtedness would be permitted under Section 8.1 (other than Section 8.1(c))
(in which case such Indebtedness need not be subject to the subordination
provisions required by Section 8.1(c)) and (ii) subject to compliance with
Section 8.8(c), all Indebtedness and shares of stock or partnership interests of
any Restricted Subsidiary owned by the Borrower or any other Restricted
Subsidiary may be simultaneously sold as an entirety for an aggregate
consideration at least equal to the fair value thereof (as determined in good
faith by the General Partner) at the time of such sale if (x) such Restricted
Subsidiary does not at the time own (A) any Indebtedness of the Borrower or any
other Restricted Subsidiary (other than Indebtedness which, if incurred
immediately after such transaction, would be permitted under Section 8.1, other
than Section 8.1(c)) (in which case such Indebtedness need not be subject to the
subordination provisions required by Section 8.1(c)) or (B) any stock or other
interest in any other Restricted Subsidiary which is not also being
simultaneously sold as an entirety in compliance with this proviso or Section
8.8(b)(ii) and (y) at the time of such transaction and immediately after giving
effect thereto, the Borrower could incur at least $1 of additional Indebtedness
in compliance with clauses (i) and (ii) of Section 8.1(f) and (iii) AEPLP may
issue or sell its Capital Stock to the Special Limited Partner (as defined in
the AEPLP Partnership Agreement) of AEPLP in accordance with Section 5.3 of the
AEPLP Partnership Agreement, as such Section 5.3 was in effect on August 21,
2001.

         8.8      Consolidation, Merger, Sale of Assets, etc. The Borrower will
not, and will not permit any Restricted Subsidiary to, directly or indirectly,

                  (a)      consolidate with or merge into any other Person or
permit any other Person to consolidate with or merge into it, except that:

                           (i)      any Restricted Subsidiary may consolidate
with or merge into the Borrower or a Wholly-Owned Restricted Subsidiary if the
Borrower or a Wholly-Owned Restricted Subsidiary, as the case may be, shall be
the surviving Person and if, immediately after giving effect to such
transaction, no Default or Event of Default shall exist and be continuing; and

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                           (ii)     any entity (other than a Restricted
Subsidiary) may consolidate with or merge into the Borrower or a Wholly-Owned
Restricted Subsidiary if the Borrower or a Wholly-Owned Restricted Subsidiary,
as the case may be, shall be the surviving Person and if, immediately after
giving effect to such transaction, (x) the Borrower (1) shall not have a
Consolidated Net Worth, determined in accordance with GAAP applied on a basis
consistent with the consolidated financial statements of the Borrower most
recently delivered pursuant to Section 7.1(b), of less than the Consolidated Net
Worth of the Borrower immediately prior to the effectiveness of such
transaction, satisfaction of this requirement to be set forth in reasonable
detail in an Officers' Certificate delivered to the Agent at the time of such
transaction, (2) shall not be liable with respect to any Indebtedness or allow
its property to be subject to any Lien which it could not become liable with
respect to or allow its property to become subject to under this Agreement
(including without limitation under Section 8.1 or 8.3) on the date of such
transaction, and (3) could incur at least $1 of additional Indebtedness in
compliance with clauses (i) and (ii) of Section 8.1(f), (y) substantially all of
the assets of the Borrower and its Restricted Subsidiaries shall be located and
substantially all of their business shall be conducted within the United States
and Canada and (z) no Default or Event of Default shall exist and be continuing;
and

                           (iii)    subject to compliance with Section 12.1, the
Borrower may consolidate with or merge into any other entity if (w) the
surviving entity is a corporation or limited partnership organized and existing
under the laws of the United States of America or any state thereof or the
District of Columbia, with substantially all of its properties located and its
business conducted (without giving effect to the properties owned by, and the
business conducted by, Unrestricted Subsidiaries) within the United States and
Canada, (x) such corporation or limited partnership expressly and
unconditionally assumes the obligations of the Borrower under this Agreement,
and the other Loan Documents and License Agreements to which the Borrower is a
party, and delivers to the Agent an opinion of counsel reasonably satisfactory
to the Required Banks with respect to the due authorization and execution of the
related agreement of assumption and the enforceability of such agreement against
such corporation or partnership and the continued effectiveness and priority of
the Liens of the Security Documents, (y) immediately after giving effect to such
transaction, such corporation or limited partnership (1) shall not have (without
giving effect to Unrestricted Subsidiaries) a Consolidated Net Worth, determined
in accordance with GAAP applied on a basis consistent with the consolidated
financial statements of the Borrower most recently delivered pursuant to Section
7.1(b), of less than the Consolidated Net Worth of the Borrower immediately
prior to the effectiveness of such transaction, satisfaction of this requirement
to be set forth in reasonable detail in an Officers' Certificate delivered to
the Agent at the time of such transaction, (2) shall not be liable with respect
to any Indebtedness or allow its property to be subject to any Lien which it
could not become liable with respect to or allow its property to become subject
to under this Agreement (including without limitation under Section 8.1 or 8.3)
on the date of such transaction and (3) could incur at least $1 of additional
Indebtedness in compliance with clauses (i) and (ii) of Section 8.1(f), and (z)
immediately after giving effect to such transaction no Default or Event of
Default shall exist and be continuing; or

                  (b)      sell, lease, abandon or otherwise dispose of all or
substantially all its assets, except that:

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<PAGE>

                           (i)      any Restricted Subsidiary may sell, lease or
otherwise dispose of all or substantially all its assets to the Borrower or to a
Wholly-Owned Restricted Subsidiary; and

                           (ii)     subject to compliance with clause (c) of
this Section 8.8, any Restricted Subsidiary may sell, lease or otherwise dispose
of all or substantially all its assets as an entirety for an aggregate
consideration at least equal to the fair value thereof (as determined in good
faith by the General Partner) at the time of such sale if (x) the assets being
sold, leased or otherwise disposed of do not include (A) any Indebtedness of the
Borrower or any other Restricted Subsidiary (other than Indebtedness which, if
incurred immediately after such transaction, would be permitted under Section
8.1 (other than Section 8.1(c)) so long as such Indebtedness is held by a Person
other than the Borrower or a Restricted Subsidiary), in which case such
Indebtedness need not be subject to the subordination provisions required by
Section 8.1(c) or (B) any stock of or other equity interest in any other
Restricted Subsidiary which is not also being simultaneously sold as an entirety
in compliance with this subsection (b)(ii) or the proviso of Section 8.7 and (y)
at the time of such transaction and immediately after giving effect thereto, the
Borrower could incur at least $1 of additional Indebtedness in compliance with
clauses (i) and (ii) of Section 8.1(f); and

                           (iii)    the Borrower may sell, lease or otherwise
dispose of all or substantially all its assets to any corporation or limited
partnership into which the Borrower could be consolidated or merged in
compliance with subsection (a)(iii) of this Section 8.8, provided, that each of
the conditions set forth in such subsection (a)(iii) shall have been fulfilled;
or

                  (c)      (1) sell, lease, convey, abandon or otherwise dispose
of any of its assets (except in a transaction permitted by subsection (a)(i),
(a)(iii), (b)(i) or (b)(iii) of this Section 8.8 or sales of inventory in the
ordinary course of business consistent with past practice), including by way of
a Sale and Lease-Back Transaction, or (2) issue or sell Capital Stock of the
Borrower or any Subsidiary (other than to the Borrower or a Wholly-Owned
Restricted Subsidiary), in the case of either clause (1) or (2) above, whether
in a single transaction or a series of related transactions (each of the
foregoing non-excepted transactions, an "ASSET SALE"), unless:

                           (i)      immediately after giving effect to such
proposed disposition, no Default or Event of Default shall exist and be
continuing; and

                           (ii)     one of the following two conditions shall be
satisfied:

                                    (A)      the aggregate Net Proceeds of all
                           assets so disposed of (whether or not leased back) by
                           the Borrower and its Restricted Subsidiaries during
                           the current fiscal year (including (x) amounts deemed
                           to be proceeds in connection with designations of
                           Restricted Subsidiaries as Unrestricted Subsidiaries
                           during such fiscal year under Section 7.13, (y) Net
                           Proceeds of dispositions of shares pursuant to
                           Section 8.7 or sales of assets pursuant to Section
                           8.8(b)), less the amount of all Net Proceeds of prior
                           dispositions of assets during such fiscal year
                           previously applied in

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                           accordance with subsection (ii)(B) of this Section
                           8.8(c), shall not exceed $10,000,000 during such
                           fiscal year; or

                                    (B)      in the event that such Net Proceeds
                           (less the amount thereof previously applied in
                           accordance with this subsection (ii)(B) during the
                           current fiscal year exceed $10,000,000 (such excess
                           Net Proceeds actually realized being herein called
                           "EXCESS SALE PROCEEDS"), the Borrower shall within
                           360 days of the date of the disposal of the assets
                           giving rise to such proceeds, cause an amount equal
                           to such Excess Sale Proceeds to be applied (with the
                           designation of an Unrestricted Subsidiary as a
                           Restricted Subsidiary being deemed to be such an
                           application to the extent of the fair value of such
                           Restricted Subsidiary as determined in good faith by
                           the General Partner) (x) to the acquisition of assets
                           in replacement of the assets so disposed of or of
                           assets which may be productively used in the United
                           States or Canada in the conduct of the Business (and
                           such newly acquired assets shall become part of the
                           General Collateral and shall be subjected to the Lien
                           of the Security Documents), or (y) to the extent not
                           applied pursuant to the immediately preceding clause
                           (x), to the prepayment of the Obligations and Parity
                           Debt, if any, pursuant to Section 2.7(a) hereof, all
                           as provided in Section 4(c) of the Collateral Agency
                           Agreement and such Section 2.7(a); and

                           (iii)    (A) the consideration received for such
assets is at least equal to their aggregate fair market value (as determined in
good faith by the Board of Directors of the General Partner) at the time of such
disposition and that such consideration has been applied or is being held for
application in accordance with the terms of this Agreement and (B) at least 80%
of the consideration therefor received is in the form of cash; provided,
however, that the amount of (1) any liabilities (as shown on the Borrower's or
such Restricted Subsidiary's most recent balance sheet or in the notes thereto)
of the Borrower or any Restricted Subsidiary (other than liabilities that are by
their terms subordinated in right of payment to the Loans) that are assumed by
the transferee of any such assets and (2) any notes or other obligations
received by the Borrower or any such Restricted Subsidiary from such transferee
that are immediately converted by the Borrower or such Restricted Subsidiary
into cash (to the extent of the cash received), shall be deemed to be cash for
purposes of this clause (B); and provided, further, that the 80% limitation
referred to in this clause (B) shall not apply to any Asset Sale in which the
cash portion of the consideration received therefrom, determined in accordance
with the foregoing proviso, is equal to or greater than what the after-tax
proceeds would have been had such Asset Sale complied with the aforementioned
80% limitation.

Notwithstanding the foregoing, Asset Sales shall not be deemed to include (1)
any transfer of assets or issuance or sale of Capital Stock by the Borrower or
any Restricted Subsidiary to the Borrower or a Wholly-Owned Restricted
Subsidiary, (2) any transfer of assets or issuance or sale of Capital Stock by
the Borrower or any Restricted Subsidiary to any Person in exchange for other
assets used in a line of business permitted under Section 7.4(c) and having a
fair market value (as determined in good faith by the General Partner) not less
than that of the assets so transferred or Capital Stock so issued or sold (so
long as such assets shall become part of the

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General Collateral and shall be subjected to the Lien of the Security Documents)
and (3) any transfer of assets pursuant to an Investment permitted by Section
8.4.

         8.9      Use of Proceeds. (a) The Obligors will not, and will not
suffer or permit any Subsidiary to, use any portion of the Loan proceeds or any
Letter of Credit, directly or indirectly, (i) to purchase or carry Margin Stock,
(ii) to repay or otherwise refinance Indebtedness of the Borrower or others
incurred to purchase or carry Margin Stock, (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

                  (b)      The Obligors will not, directly or indirectly, use
any portion of the Loan proceeds or any Letter of Credit (i) knowingly to
purchase Ineligible Securities from the Arranger during any period in which the
Arranger makes a market in such Ineligible Securities, (ii) knowingly to
purchase during the underwriting or placement period Ineligible Securities being
underwritten or privately placed by the Arranger, or (iii) to make payments of
principal or interest on Ineligible Securities underwritten or privately placed
by the Arranger and issued by or for the benefit of the Borrower or any
Affiliate of the Borrower. The Arranger is a registered broker-dealer and
permitted to underwrite and deal in certain Ineligible Securities; and
"INELIGIBLE SECURITIES" means securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

                  (c)      The proceeds of the Revolving Loans will be used for
working capital purposes and general purposes of the Borrower and its Restricted
Subsidiaries.

                  (d)      The proceeds of the Acquisition Loans will be used
for, as selected by the Borrower in a Notice of Borrowing, (i) the acquisition
by the Borrower of companies or assets in businesses similar to the Business,
and may be used, without limitation, for the payment of related fees and
expenses and the retirement, repayment or refinancing of any Indebtedness
incurred as part of such acquisition, including any Indebtedness assumed by the
Borrower in connection with an addition of assets by way of capital contribution
and (ii) in the event there is no availability under the Revolving Commitments,
working capital purposes and general purposes (other than the purposes described
in clause (i) above) of the Borrower and its Restricted Subsidiaries.

                  (e)      The proceeds of the Swing Line Loans will be used for
working capital purposes and general purposes of the Borrower and its Restricted
Subsidiaries.

         8.10     Change in Business. The Borrower will not, and will not suffer
or permit any Restricted Subsidiary to, engage in any material line of business
substantially different from the Business.

         8.11     Accounting Changes. The Borrower will not, and will not suffer
or permit any Restricted Subsidiary to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP, or
change the fiscal year of the Borrower or of any Subsidiary.

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         8.12     Clean Down. The Borrower will not permit the sum of (a) the
outstanding Revolving Loans and (b) the outstanding Specified Acquisition Loans
to exceed $30,000,000 for a period of 30 consecutive days during each fiscal
year.

         8.13     Receivables. The Borrower will not, and will not permit any
Restricted Subsidiary to, discount, pledge or sell (with or without recourse)
any of its accounts or notes receivable, except for sales of receivables (i)
made in the ordinary course of business with a face amount not to exceed
$500,000 in the aggregate which have been sold and remain unpaid by the account
debtors, (ii) without recourse which are seriously past due and which have been
substantially written off as uncollectible or collectible only after extended
delays, (iii) from a Restricted Subsidiary to the Borrower or (iv) made in
connection with the sale of a business but only with respect to the receivables
directly generated by the business so sold.

         8.14     Leverage Ratio. The Borrower will not permit the Leverage
Ratio at any time to exceed 4.75 to 1.00. For purposes of this Section 8.14, the
Borrower may elect whether to calculate EBITDA (i) as at the end of any fiscal
quarter for the four full consecutive fiscal quarters most recently ended or
(ii) as at the end of any fiscal quarter for the eight full consecutive fiscal
quarters most recently ended (in which case EBITDA shall be divided by two).

         8.15     Acquisitions. After the date hereof and until the AEPLP
Security Date, the Borrower will not, and will not permit any Restricted
Subsidiary to, make any Acquisition unless, after giving effect to the
consummation of such Acquisition (including any substantially concurrent
mergers), (a) all PP&E Assets acquired in connection with such Acquisition shall
be owned by the Borrower or a Restricted Subsidiary, (b) the aggregate net book
value of the PP&E Assets of AEPLP and its Subsidiaries (both prior to and after
giving effect to such Acquisition) shall not exceed the sum of (i) 33-1/3% of
the aggregate net book value of all PP&E Assets of the Borrower and its
Restricted Subsidiaries and (ii) $70,000,000 and (c) the aggregate net book
value (as determined in good faith by the General Partner) of all PP&E Assets
acquired by AEPLP or any of its Subsidiaries in any fiscal year pursuant to
Acquisitions (other than PP&E Assets acquired with the proceeds of any prior or
concurrent Capped Investments or PP&E Transfers) ("AEPLP ACQUISITIONS") shall
not, together with any Capped Investments and any PP&E Transfers made in such
fiscal year pursuant to Section 8.17(a) and Section 8.17(b)(iii), respectively,
in the aggregate, exceed (i) $35,000,000 (the "YEARLY THRESHOLD"), plus (ii) the
amount of any Carryover Threshold (such sum is referred to herein as the "PP&E
ACQUISITION/INVESTMENT/TRANSFER LIMIT"). "CARRYOVER THRESHOLD" shall mean, for
any fiscal year, an amount equal to the PP&E Acquisition/Investment/Transfer
Limit for the prior fiscal year minus the aggregate AEPLP Acquisitions, Capped
Investments and PP&E Transfers in such prior fiscal year, provided, that the
Carryover Threshold shall in no event exceed $100,000,000. As June 30, 2003, the
Carryover Threshold was $70,000,000 and the PP&E Acquisition/Investment/Transfer
Limit for the period ending June 30, 2003 was $102,000,000.

         8.16     Limitation on Restricted Agreements. The Borrower will not,
and will not permit any Subsidiary to, enter into, or suffer to exist, any
agreement (other than the National Propane Purchase Agreement) with any Person
which, directly or indirectly, prohibits or limits the ability of any Restricted
Subsidiary to (a) pay dividends or make other distributions to the

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Borrower or prepay any Indebtedness owed to the Borrower, (b) make loans or
advances to the Borrower or (c) transfer any of its properties or assets to the
Borrower.

         8.17     AEPLP. Notwithstanding anything in this Agreement to the
contrary (including the final paragraph of Section 8.8 hereof), until the first
date as of which (i) the property and assets of AEPLP and each of its
Subsidiaries have become part of the General Collateral and are subjected to the
Lien of the Security Documents and (ii) AEPLP and each of its Subsidiaries have
become guarantors under the Subsidiary Guarantee and assignors under the
Subsidiary Security Agreement in accordance with Section 7.9 and 7.11 hereof
(such date, the "AEPLP SECURITY DATE"), provided, that (A) the security interest
granted by AEPLP pursuant to the Subsidiary Security Agreement may be subject
and subordinate to the first priority Lien on the assets of AEPLP held by the
Borrower to secure the obligations of AEPLP under the Intercompany Note and the
Intercompany Loan Agreement, upon terms and conditions satisfactory to the
Collateral Agent, (B) the security interest granted by any Subsidiary of AEPLP
pursuant to the Subsidiary Security Agreement may be subject and subordinate to
the first priority Lien on the assets of such Subsidiary held by the Borrower to
secure the obligation of such Subsidiary to guarantee (the "AEPLP SUBSIDIARY
GUARANTY") the obligations of AEPLP under the Intercompany Note and the
Intercompany Loan Agreement, upon terms and conditions satisfactory to the
Collateral Agent, (C) the Subsidiary Guarantee of each Subsidiary of AEPLP may
be subject and subordinate to the guaranty of such Subsidiary in favor of the
Borrower pursuant to the AEPLP Subsidiary Guaranty of such Subsidiary, upon
terms and conditions satisfactory to the Collateral Agent, and (D) the
Subsidiary Guarantee of AEPLP may be subject and subordinate to the obligations
of AEPLP under the Intercompany Note and the Intercompany Loan, upon terms and
conditions satisfactory to the Collateral Agent:

                  (a)      Investments. The Borrower will not, and will not
permit any Restricted Subsidiary (other than AEPLP and its Subsidiaries) (each,
a "NON-AEPLP RESTRICTED SUBSIDIARY") to, directly or indirectly, make or own any
Investment in AEPLP or any of its Subsidiaries, except for Investments in AEPLP
or its Subsidiaries permitted under Sections 8.4(b), (c), (d), (e), (i) and (j)
and Section 8.17(b) hereof; provided, however, that the aggregate net book value
(as determined in good faith by the General Partner) of all such Investments
made pursuant to Sections 8.4(b) and (c) (the "CAPPED INVESTMENTS") in any
fiscal year shall not, together with any AEPLP Acquisitions and PP&E Transfers
made in such fiscal year pursuant to Section 8.15 and Section 8.17(b)(iii),
respectively, in the aggregate, exceed the PP&E Acquisition/Investment/Transfer
Limit for such fiscal year.

                  (b)      Asset Transfers. The Borrower will not, and will not
permit any Non-AEPLP Restricted Subsidiary to, directly or indirectly, sell,
lease, convey or otherwise transfer, directly or indirectly, any of its assets
to AEPLP or any Subsidiary of AEPLP, including by way of a Sale and Lease-Back
Transaction (each, a "TRANSFER"), except that:

                           (i)      the Borrower may, and may permit any
non-AEPLP Restricted Subsidiary to, Transfer to AEPLP or any of its Subsidiaries
assets, provided, that (A) such assets ("NON-PP&E ASSETS") would not, in
accordance with the past practice of the Borrower, be classified and accounted
for as "property, plant and equipment" on the consolidated balance sheet of the
Borrower and the Restricted Subsidiaries, (B) the consideration paid by AEPLP or
its Subsidiaries to the Borrower or a Non-AEPLP Restricted Subsidiary for such
Non-PP&E

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Assets is at least equal to the transferor's aggregate net book value therefor
and (C) the aggregate amount of propane inventory (by number of gallons) of
AEPLP and its Subsidiaries shall not at any time exceed 40% of the aggregate
amount of propane inventory (by number of gallons) of the Borrower and the
Restricted Subsidiaries;

                           (ii)     the Borrower may, and may permit any
Non-AEPLP Restricted Subsidiary to, Transfer to AEPLP or any of its Subsidiaries
assets in exchange for other assets used in the line of business permitted under
Section 8.10 and having a fair market value (as determined in good faith by the
General Partner, and the Managing General Partner (as defined in the AEPLP
Partnership Agreement) of AEPLP) not less than that of the assets so Transferred
(so long as the assets Transferred to the Non-AEPLP Restricted Subsidiary or to
the Borrower shall become part of the General Collateral and shall be subjected
to the Lien of the Security Documents);

                           (iii)    the Borrower may, and may permit any
Non-AEPLP Restricted Subsidiary to, Transfer (a "PP&E TRANSFER") to AEPLP or any
of its Subsidiaries PP&E Assets (together with associated working capital),
provided, that (A) the aggregate net book value (as determined in good faith by
the General Partner) of all PP&E Assets that are Transferred by the Borrower or
a Non-AEPLP Restricted Subsidiary to AEPLP or any of its Subsidiaries in any
fiscal year shall not, together with any AEPLP Acquisitions and Capped
Investments made in such fiscal year pursuant to Section 8.15 and Section
8.17(a), respectively, in the aggregate, exceed the PP&E
Acquisition/Investment/Transfer Limit for such fiscal year; (B) the
consideration paid by AEPLP or its Subsidiaries to the Borrower or any Non-AEPLP
Restricted Subsidiary for such PP&E Assets is at least equal to the transferor's
net book value therefor; (C) the aggregate net book value of all PP&E Assets of
AEPLP and its Subsidiaries shall not at any time exceed the sum of (i) 33-1/3%
of the aggregate net book value of all PP&E Assets of the Borrower and its
Restricted Subsidiaries and (ii) $70,000,000;

                           (iv)     the limitations contained in Sections
8.15(b) and (c) and Sections 8.17(b)(iii)(A) and (C) shall not apply to or
prohibit or otherwise restrict (A) any Investment in AEPLP or any of its
Subsidiaries permitted by Section 8.17(a), (B) any lease of real or personal
property from the Borrower or a Restricted Subsidiary (other than AEPLP and its
Subsidiaries), as lessor, to AEPLP or a Subsidiary of AEPLP, as lessee, where
the interest of the lessee in the leased assets is expressly subject to the
Liens created by the Security Documents securing Indebtedness evidenced by the
Notes, (C) any Transfer of assets by the Borrower or any Non-AEPLP Restricted
Subsidiary to AEPLP or any of its Subsidiaries if (1) such assets consist of the
proceeds, or assets purchased or subsequently funded with the proceeds, of a
sale of equity interests or debt of the Public Partnership or the General
Partner to an entity other than the Borrower or any Restricted Subsidiaries, (2)
such Transfer is made within one year of such equity or debt sale and (3) in the
case of a subsequent funding, such proceeds are used to repay Parity Debt of the
Borrower (other than Indebtedness incurred previously pursuant to Section 8.1(e)
or (to the extent such Indebtedness incurred pursuant to Section 8.1(f) is used
to repay Indebtedness or letter of credit obligations incurred and outstanding
under the Revolving Credit Facility) 8.1(f)) or Indebtedness incurred by the
Borrower to make Acquisitions of assets that have been Transferred to AEPLP, or
(D) any AEPLP Acquisition (1) if the assets acquired are purchased in exchange
for equity interests or debt of the Public Partnership or the General Partner or
(2)(x) if the assets acquired are purchased or subsequently funded with the
proceeds of

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a sale of equity interests or debt by the Public Partnership or the General
Partner to an entity other than the Borrower or any Restricted Subsidiary, (y)
such AEPLP Acquisition is made within one year of such equity or debt sale and
(z) in the case of a subsequent funding, such proceeds are used to repay Parity
Debt of the Borrower (other than Indebtedness incurred pursuant to Section
8.1(e) or (to the extent such Indebtedness incurred pursuant to Section 8.1(f)
is used to repay Indebtedness or letter of credit obligations incurred and
outstanding under the Revolving Credit Facility) 8.1(f)) or Indebtedness
incurred by AEPLP (and owing to the Borrower) or the Borrower to make AEPLP
Acquisitions.

                  (c)      AEPLP Partnership Agreement. The Borrower will not,
and will cause its Subsidiaries to not, (i) permit the AEPLP Partnership
Agreement, as in effect on the date hereof, to be amended, modified or
supplemented in any respect if such amendment, modification or supplement would
adversely affect the rights or powers of the Managing General Partner, or any
successor General Partner (each as defined in the AEPLP Partnership Agreement),
with respect to the liquidation, dissolution or winding-up of the affairs of
AEPLP or any disposition of assets, discharge of liabilities or distribution of
assets in connection therewith (including but not limited to any modification to
Section 12.1 of the Partnership Agreement) or (ii) permit AEPLP to admit any
Person as a Class A Limited Partner or any Managing General Partner (as defined
in the AEPLP Partnership Agreement) unless all of the capital stock of such
Person has been pledged to the Collateral Agent for the benefit of the Banks and
the other holders of Parity Debt.

                  (d)      Trade Accounts Payable. The Borrower will not permit
AEPLP and its Subsidiaries to create, incur, assume or otherwise become or
remain directly or indirectly liable with respect to an aggregate amount of
trade accounts payable (including but not limited to amounts owed under
equipment leases) in excess of $15,000,000 at any time, provided, that the
amount of any (a) AEPLP Taxes, fines or penalties owing by AEPLP and its
Subsidiaries to any Governmental Authority and (b) obligations of AEPLP and its
Subsidiaries owing to the Borrower or any Restricted Subsidiary, shall in each
case be excluded from the calculation of the aggregate amount of trade accounts
payables pursuant to this Section 8.17(d).

In addition, both prior to and after the AEPLP Security Date, the Borrower will
not, and will cause its Subsidiaries to not, permit the Intercompany Note to be
amended, modified or supplemented in any respect if such amendment, modification
or supplement would materially and adversely affect the rights of the holder of
the Intercompany Note (in its capacity as a holder of the Intercompany Note),
including, without limitation, any modification of the July 19, 2009, maturity
date of the outstanding principal amount thereunder.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         9.1      Event of Default. Any of the following shall constitute an
"EVENT OF DEFAULT":

                  (a)      Non-Payment. The Borrower fails to pay the Agent or
any Bank or the Issuing Bank, (i) when and as required to be paid herein, any
amount of principal of any Loan or L/C Borrowing, or (ii) within 5 days after
the same becomes due, any interest, fee, or any other amount payable to the
Agent or the Banks hereunder or under any other Loan Document; or

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                  (b)      Representation or Warranty. Any representation or
warranty made in writing by any Obligor, or any Restricted Subsidiary made or
deemed made herein, in any other Loan Document, or in any License Agreements, or
which is contained in any certificate, financial statement or other document of
such Obligor or such Restricted Subsidiary required to be delivered hereunder,
furnished at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the date made or
deemed made; or

                  (c)      Specific Defaults. There shall be a default in the
performance of, or compliance with, any term contained in Section 7.1(g) or any
of Sections 8.1 through 8.8, inclusive, 7.4(a)(i), 8.14 (and, in the case of the
first sentence of Section 8.14, such default shall continue unremedied for 30
days) and 8.17, provided, however, that with respect to (i) incurrence of
Indebtedness in violation of Section 8.1 in an aggregate outstanding principal
amount which is less than $5,000,000, (ii) incurrence of a Lien in violation of
Section 8.3 which secures Indebtedness which is in an aggregate outstanding
principal amount of less than $5,000,000, (iii) transactions with an Affiliate
in violation of Section 8.6 involving an aggregate amount of less than
$2,000,000, (iv) the making of any Investment or creation of a Contingent
Obligation in violation of Section 8.4 involving an aggregate amount of less
than $2,000,000, or (v) the entering into of any transaction in violation of
Section 8.7 involving an aggregate amount of less than $2,000,000, there shall
be no Event of Default hereunder unless the aggregate amount of all violations
under clauses (i) through (v) exceeds $8,000,000 on any date of determination or
any such violation shall remain uncured for 30 days after a Responsible Officer
becomes aware of any such violation; or

                  (d)      Other Defaults. Any Obligor, or any Restricted
Subsidiary fails to perform or observe any other term or covenant contained in
this Agreement, any other Loan Document, or in any License Agreements, and such
default shall continue unremedied for a period of 30 days after the date upon
which written notice thereof is given to the Obligors by the Agent or the
Required Banks; provided, however, that defaults under any Mortgage shall not
constitute an Event of Default under this subsection (d) unless such default
shall not have been remedied within the applicable 30-day period and when
aggregated with all other defaults described in this proviso (w) applies to at
least 17 Mortgages, or (x) applies to Mortgages covering Mortgaged Property
having an aggregate fair market value at the time of at least $1,000,000, or (y)
would cost in excess of $1,000,000 to cure or would present a reasonable
likelihood of resulting in liability to the Borrower or the Restricted
Subsidiaries in excess of $1,000,000 or (z) would result in a Material Adverse
Effect; or

                  (e)      Cross-Default. The Borrower, any Restricted
Subsidiary, the General Partner, any of its Subsidiaries or the Public
Partnership or any of its Subsidiaries (other than the Partnership Unrestricted
Subsidiaries) (as principal or guarantor or other surety) shall default in the
payment of any amount of principal of or premium or interest on any Parity Debt
or any other Indebtedness, other than the Obligations (regardless of whether or
not such payment default shall have been waived by the holders of such
Indebtedness); or any event shall occur or condition shall exist in respect of
any Indebtedness of the Borrower, any Restricted Subsidiary, the General
Partner, any of its Subsidiaries or the Public Partnership or any of its
Subsidiaries (other than the Partnership Unrestricted Subsidiaries) or under any
evidence of any such Indebtedness or under any mortgage, indenture or other
agreement relating thereto, and the effect of such event or

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condition is to cause (or to permit one or more Persons to cause) such
Indebtedness to become due or be repurchased or repaid before its stated
maturity or before its regularly scheduled dates of payment (other than pursuant
to mandatory prepayment provisions pursuant to a (1) Change of Control or
similar transaction or (2) prepayment under circumstances and on terms
substantially identical to, and not inconsistent with, Section 9.3(b) of each of
the First Mortgage Note Agreements to the extent it relates to Excess Taking
Proceeds, as defined therein, or Section 8.8(c)(ii) hereof to the extent it
relates to Excess Sale Proceeds, in each case not involving a default) or to
permit the holders thereof to cause the Borrower, any Restricted Subsidiary, the
General Partner, any of its Subsidiaries or the Public Partnership or any of its
Subsidiaries (other than the Partnership Unrestricted Subsidiaries) to
repurchase or repay such Indebtedness (other than pursuant to mandatory
prepayment provisions pursuant to a (1) Change of Control or similar transaction
or (2) prepayment under circumstances and on terms substantially identical to,
and not inconsistent with, Section 9.3(b) of each of the First Mortgage Note
Agreements to the extent it related to Excess Taking Proceeds, as defined
therein, or Section 8.3(c)(ii) to the extent it relates to Excess Sale Proceeds,
in each case not involving a default), and such default, event or condition
shall continue for more than the period of grace, if any, specified therein
(regardless of whether or not such default, event or condition shall have been
waived by the holders of such Indebtedness); provided, that the aggregate
principal amount of all Indebtedness as to which such a default (payment or
other), event or condition shall occur or exist exceeds $7,500,000; or

                  (f)      Insolvency Voluntary Proceedings. Any Obligors, or
any Significant Subsidiary Group (i) ceases or fails to be solvent, or admits in
writing its inability to pay its debts as they become due, subject to applicable
grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the ordinary course; (iii) commences any
Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; or

                  (g)      Involuntary Proceedings. (i) Any involuntary
Insolvency Proceeding is commenced or filed against any Obligor, or any
Significant Subsidiary Group, or any writ, judgment, warrant of attachment,
execution or similar process, is issued or levied against a substantial part of
any Obligor's, or any such Significant Subsidiary Group's properties, and any
such proceeding or petition shall not be dismissed, or such writ, judgment,
warrant of attachment, execution or similar process shall not be released,
vacated or fully bonded within 60 days after commencement, filing or levy; (ii)
any Obligor, or any such Significant Subsidiary Group admits the material
allegations of a petition against it in any Insolvency Proceeding, or an order
for relief (or similar order under non-U.S. law) is ordered in any Insolvency
Proceeding; or (iii) any Obligor, or any such Significant Subsidiary Group
acquiesces in the appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or other similar Person
for itself or a substantial portion of its property or business; or

                  (h)      Judgments. Any judgment or order for the payment of
money in excess of $9,000,000 and not covered by insurance shall be rendered
against any of the Obligors or any Significant Subsidiary Group, and either

                           (a)      enforcement proceedings shall have been
         commenced by any creditor upon such judgment or order; or

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                           (b)      there shall be any period of 60 consecutive
         days during which a stay of enforcement of such judgment or order, by
         reason of a pending appeal or otherwise, shall not be in effect and
         prior to the expiration of such 60-day period, the judgment shall not
         have been discharged.

                  (i)      Pension Plans. Any of the following events shall
occur with respect to any Pension Plan and such events, either alone or
together, present a reasonable likelihood of having a Material Adverse Effect:

                           (a)      the institution of any steps by any Obligor,
         or any other Person to terminate a Pension Plan maintained or sponsored
         by an Obligor, or any Subsidiary of an Obligor; or

                           (b)      an ERISA Event.

                  (j)      Change of Control. There occurs any Change of
Control; or

                  (k)      Impairment of Security, etc. Any Loan Document or any
Lien granted thereunder shall (except in accordance with its terms) in whole or
in part, cease to be effective or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto, except to the extent that
the assets of the Borrower or any of its Restricted Subsidiaries which are
secured by the Liens which are terminated, no longer effective or no longer
enforceable obligations of such Credit Party are not, individually or in the
aggregate, material to the business of the Borrower and its Restricted
Subsidiaries taken as a whole; the Borrower, General Partner, Petrolane or any
other Credit Party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability or any Lien on
property material to the business of the Borrower and its Restricted
Subsidiaries taken as a whole securing any Obligations shall, in whole or in
part, cease to be a perfected first priority Lien except as permitted by this
Agreement.

         9.2      Remedies. If any Event of Default occurs and is continuing,
the Agent shall, at the request of, or may, with the consent of, the Required
Banks, take any or all of the following actions:

                  (a)      declare the commitment of each Bank to make Loans
(including the Swing Ling Bank to make Swing Line Loans) and any obligation of
the Issuing Bank to Issue Letters of Credit to be terminated, whereupon such
commitments and obligation shall be terminated;

                  (b)      declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Obligors;

                  (c)      require that the Borrower Cash Collateralize the L/C
Obligations (in an amount equal to the then Effective Amount thereof); and

                  (d)      exercise on behalf of itself and the Banks all rights
and remedies available to it and the Banks under the Loan Documents or
applicable law;

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provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans and any obligation of the Issuing Bank to Issue Letters of Credit
shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrower to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, in each case
without further act of the Agent or any Bank.

         9.3      Rights Not Exclusive. The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

         9.4      Application of Funds. Subject to the terms of the Collateral
Agency Agreement, after the exercise of remedies provided for in Section 9.2 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 9.2), any amounts received on account of the
Obligations shall be applied by the Agent in the following order:

         First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including Attorney Costs and amounts
payable under Article IV) payable to the Agent in its capacity as such;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable
to the Banks (including Attorney Costs and amounts payable under Article IV),
ratably among them in proportion to the amounts described in this clause Second
payable to them;

         Third, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the
Banks in proportion to the respective amounts described in this clause Third
payable to them;

         Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans and L/C Borrowings, ratably among the Banks in
proportion to the respective amounts described in this clause Fourth held by
them;

         Fifth, to the Agent for the account of the Issuing Bank, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn
amount of Letters of Credit; and

         Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by law.

Subject to Section 3.3(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied in accordance herewith and with the other Loan Documents to satisfy
drawings under such Letters of Credit as they occur. If any amount remains on
deposit as Cash Collateral after all Letters of Credit have either been fully

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drawn or expired, such remaining amount shall be applied in accordance herewith
and with the other Loan Documents to the other Obligations, if any, in the order
set forth above.

                                   ARTICLE X

                                   THE AGENT

         10.1     Appointment and Authorization. (a) Each Bank hereby
irrevocably appoints, designates and authorizes the Agent to take such action on
its behalf under the provisions of this Agreement and each other Loan Document
and to exercise such powers and perform such duties as are expressly delegated
to it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary contained elsewhere herein or in any other Loan Document, the
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Bank or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.
Without limiting the generality of the foregoing sentence, the use of the term
"agent" herein and in the other Loan Documents with reference to the Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

                  (b)      The Issuing Bank shall act on behalf of the Banks
with respect to any Letters of Credit issued by it and the documents associated
therewith, and the Issuing Bank shall have all of the benefits and immunities
(i) provided to the Agent in this Article X with respect to any acts taken or
omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and the applications and agreements
for letters of credit pertaining to such Letters of Credit as fully as if the
term "Agent" as used in this Article X and in the definition of "Agent-Related
Person" included the Issuing Bank with respect to such acts or omissions, and
(ii) as additionally provided herein with respect to the Issuing Bank.

         10.2     Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.

         10.3     Liability of Agent. No Agent-Related Person shall (a) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Bank or participant for any recital, statement,
representation or warranty made by any Credit Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Agreement or any other Loan

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Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Credit Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Bank or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Credit Party or any Affiliate thereof.

         10.4     Reliance by Agent. (a) The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to any Credit Party), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under any Loan Document unless it shall first receive such advice or
concurrence of the Required Banks as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance with a request or consent of the Required
Banks (or such greater number of Banks as may be expressly required hereby in
any instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Banks.

                  (b)      For purposes of determining compliance with the
conditions specified in Section 5.1, each Bank that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Bank.

         10.5     Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to
the Agent for the account of the Banks, unless the Agent shall have received
written notice from a Bank or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a "notice of default."
The Agent will notify the Banks of its receipt of any such notice. The Agent
shall take such action with respect to such Default as may be directed by the
Required Banks in accordance with Article IX; provided, however, that unless and
until the Agent has received any such direction, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable or in the best interest of the Banks.

         10.6     Credit Decision. Each Bank acknowledges that no Agent-Related
Person has made any representation or warranty to it, and that no act by the
Agent hereafter taken, including any consent to and acceptance of any assignment
or review of the affairs of any Credit Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Bank as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Bank represents to the
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such

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documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of the Credit Parties and
their respective Subsidiaries, and all applicable bank or other regulatory laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower and the other
Credit Parties hereunder. Each Bank also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Banks by the Agent herein, the Agent shall not have any duty or responsibility
to provide any Bank with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Credit Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

         10.7     Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand each Agent-Related
Person (to the extent not reimbursed by or on behalf of any Credit Party and
without limiting the obligation of any Credit Party to do so), pro rata, and
hold harmless each Agent-Related Person from and against any and all Indemnified
Liabilities incurred by it; provided, however, that no Bank shall be liable for
the payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related
Person's own gross negligence or willful misconduct; provided, however, that no
action taken in accordance with the directions of the Required Banks shall be
deemed to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, each Bank shall reimburse the
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Agent is not reimbursed for such expenses by or on behalf
of the Borrower. The undertaking in this Section shall survive termination of
the Commitments, the payment of all other Obligations and the resignation of the
Agent.

         10.8     Agent in Individual Capacity. Wachovia and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with each of the Credit
Parties and their respective Affiliates as though Wachovia were not the Agent or
the Issuing Bank hereunder and without notice to or consent of the Banks. The
Banks acknowledge that, pursuant to such activities, Wachovia or its Affiliates
may receive information regarding any Credit Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Credit Party or such Affiliate) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its

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Loans, Wachovia shall have the same rights and powers under this Agreement as
any other Bank and may exercise such rights and powers as though it were not the
Agent or the Issuing Bank, and the terms "Bank" and "Banks" include Wachovia in
its individual capacity.

         10.9     Successor Agent. The Agent may resign as Agent upon 30 days'
notice to the Banks; provided, that any such resignation by Wachovia shall also
constitute its resignation as Issuing Bank and Swing Line Bank. If the Agent
resigns under this Agreement, the Required Banks shall appoint from among the
Banks a successor administrative agent for the Banks, which successor
administrative agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default (which consent of the Borrower
shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation of the Agent,
the Agent may appoint, after consulting with the Banks and the Borrower, a
successor administrative agent from among the Banks. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Agent, Issuing Bank and Swing Line Bank and the
respective terms "Agent," "Issuing Bank" and "Swing Line Bank" shall mean such
successor administrative agent, Letter of Credit issuer and swing line bank, and
the retiring Agent's appointment, powers and duties as Agent shall be terminated
and the retiring Issuing Bank's and Swing Line Bank's rights, powers and duties
as such shall be terminated, without any other or further act or deed on the
part of such retiring Issuing Bank, Swing Line Bank or any other Bank, other
than the obligation of the successor Issuing Bank to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring Issuing
Bank to effectively assume the obligations of the retiring Issuing Bank with
respect to such Letters of Credit. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Article X and Sections 12.4 and 12.5
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement. If no successor administrative agent
has accepted appointment as Agent by the date which is 30 days following a
retiring Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Banks shall perform all of the
duties of the Agent hereunder until such time, if any, as the Required Banks
appoint a successor agent as provided for above.

         10.10    Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to any Obligor,
the Agent (irrespective of whether the principal of any Loan or L/C Obligation
shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Agent shall have made any demand on the
Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                  (a)      to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Banks and the Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Banks and the Agent and their
respective agents and counsel and all other amounts due the Banks and the Agent
under Sections 2.10, 3.8 and 11.4) allowed in such judicial proceeding; and

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                  (b)      to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Bank to make such payments to the Agent and, in the event that the Agent
shall consent to the making of such payments directly to the Banks, to pay to
the Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Agent and its agents and counsel, and any
other amounts due the Agent under Sections 2.10 and 12.4.

         Nothing contained herein shall be deemed to authorize the Agent to
authorize or consent to or accept or adopt on behalf of any Bank any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Bank or to authorize the Agent to vote in respect of the
claim of any Bank in any such proceeding.

         10.11    Collateral and Guaranty Matters. The Banks irrevocably
authorize the Agent, at its option and in its discretion,

                  (a)      to release any Lien on any property granted to or
held by the Agent under any Loan Document (i) upon termination of the
Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters of
Credit, (ii) that is sold or to be sold as part of or in connection with any
sale permitted hereunder or under any other Loan Document, or (iii) subject to
Section 12.1, if approved, authorized or ratified in writing by the Required
Banks;

                  (b)      to subordinate any Lien on any property granted to or
held by the Agent under any Loan Document to the holder of any Purchase Money
Lien;

                  (c)      to release any Restricted Subsidiary from its
obligations under the Subsidiary Guarantee if such Person ceases to be a
Subsidiary as a result of a transaction permitted hereunder; and

                  (d)      to enter into the Collateral Agency Agreement and
agree to be bound by the terms thereof.

Upon request by the Agent at any time, each Bank will confirm in writing the
Agent's authority to release or subordinate its interest in particular types or
items of property, or to release any Restricted Subsidiary from its obligations
under the Subsidiary Guarantee pursuant to this Section 10.11.

         10.12    Other Agents; Arrangers and Managers. None of the Banks or
other Persons identified on the facing page or signature pages of this Agreement
as a "syndication agent," "co-documentation agent," "co-agent," "book manager,"
"lead manager," "arranger," "lead arranger" or "co-arranger" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than, in the case of such Banks, those applicable to all Banks as such.
Without limiting the foregoing, none of the Banks or other Persons so identified
shall have or be deemed to have any fiduciary relationship with any Bank. Each
Bank acknowledges that it has

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not relied, and will not rely, on any of the Banks or other Persons so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

         10.13    Withholding Tax. (a) (i) Each Bank that is not a "United
States person" within the meaning of Section 7701(a)(30) of the Code (a "FOREIGN
BANK") shall deliver to the Agent, prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Foreign Bank and entitling it to an
exemption from, or reduction of, withholding tax on all payments to be made to
such Foreign Bank by the Borrower pursuant to this Agreement) or IRS Form W-8ECI
or any successor thereto (relating to all payments to be made to such Foreign
Bank by the Borrower pursuant to this Agreement) or such other evidence
satisfactory to the Borrower and the Agent that such Foreign Bank is entitled to
an exemption from, or reduction of, U.S. withholding tax, including any
exemption pursuant to Section 881(c) of the Code. Thereafter and from time to
time, each such Foreign Bank shall (A) promptly submit to the Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Foreign
Bank by the Borrower pursuant to this Agreement, (B) promptly notify the Agent
of any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (C) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Bank, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable laws that the Borrower make any deduction or
withholding for taxes from amounts payable to such Foreign Bank.

                           (ii)     Each Foreign Bank, to the extent it does not
act or ceases to act for its own account with respect to any portion of any sums
paid or payable to such Bank under any of the Loan Documents (for example, in
the case of a typical participation by such Bank), shall deliver to the Agent on
the date when such Foreign Bank ceases to act for its own account with respect
to any portion of any such sums paid or payable, and at such other times as may
be necessary in the determination of the Agent (in the reasonable exercise of
its discretion), (A) two duly signed completed copies of the forms or statements
required to be provided by such Bank as set forth above, to establish the
portion of any such sums paid or payable with respect to which such Bank acts
for its own account that is not subject to U.S. withholding tax, and (B) two
duly signed completed copies of IRS Form W-8IMY (or any successor thereto),
together with any information such Bank chooses to transmit with such form, and
any other certificate or statement of exemption required under the Code, to
establish that such Bank is not acting for its own account with respect to a
portion of any such sums payable to such Bank.

                           (iii)    The Borrower shall not be required to pay
any additional amount to any Foreign Bank under Section 4.1 (A) with respect to
any Taxes required to be deducted or withheld on the basis of the information,
certificates or statements of exemption such Bank transmits with an IRS Form
W-8BEN, W-8ECI or W-8IMY pursuant to this Section 10.13(a) or (B) if such Bank
shall have failed to satisfy the foregoing provisions of this Section 10.13(a);
provided that if such Bank shall have satisfied the requirement of this Section
10.13(a) on the

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date such Bank became a Bank or ceased to act for its own account with respect
to any payment under any of the Loan Documents, nothing in this Section 10.13(a)
shall relieve the Borrower of its obligation to pay any amounts pursuant to
Section 4.1 in the event that, as a result of any change in any applicable law,
treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Bank is no longer
properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Bank or other Person for the
account of which such Bank receives any sums payable under any of the Loan
Documents is not subject to withholding or is subject to withholding at a
reduced rate.

                           (iv)     The Agent may, without reduction, withhold
any Taxes required to be deducted and withheld from any payment under any of the
Loan Documents with respect to which the Borrower is not required to pay
additional amounts under Section 4.1.

                  (b)      Upon the request of the Agent, each Bank that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Agent two duly signed completed copies of IRS Form W-9. If
such Bank fails to deliver such forms, then the Agent may withhold from any
interest payment to such Bank an amount equivalent to the applicable back-up
withholding tax imposed by the Code, without reduction.

                  (c)      If any Governmental Authority asserts that the Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Bank, such Bank
shall indemnify the Agent therefor, including all penalties and interest, any
taxes imposed by any jurisdiction on the amounts payable to the Agent under this
Section, and costs and expenses (including Attorney Costs) of the Agent. The
obligation of the Banks under this Section shall survive the termination of the
Commitments, repayment of all other Obligations hereunder and the resignation of
the Agent.

                                   ARTICLE XI

                                    GUARANTEE

         11.1     Each Guaranteed Obligation. (a) Each Guarantor, jointly and
severally, irrevocably and unconditionally guarantees the Obligations; provided,
however, that each Guarantor shall be liable under this Agreement for the
maximum amount of such liability that can be hereby incurred without rendering
this Agreement, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer, and not for any
greater amount. Each Guarantor understands, agrees and confirms that the Agent
may enforce this Article XI up to the full amount of the Obligations against
each Guarantor, subject as aforesaid, without proceeding against the Borrower,
against any security for the Obligations, or under any other Guaranty covering
the Obligations.

         (b)      This Article XI shall be subject to the terms of the
Collateral Agency Agreement.

         11.2     Obligations Exclusive. The liability of each Guarantor
hereunder is exclusive and independent of any security for or other Guaranty
Obligation of the Obligations whether executed by such Guarantor, any other
Guarantor, any other guarantor or by any other party, and

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the liability of each Guarantor hereunder shall not be affected or impaired by
(a) any direction as to application of payment by the Borrower or by any other
party, or (b) any other continuing or other Guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Indebtedness of the
Borrower, or (c) any payment on or in reduction of any such other Guaranty
Obligation or undertaking except to the extent such payment is applied to the
Obligations or such reduction results from application of a payment to the
Obligations, or (d) any dissolution, termination or increase, decrease or change
in personnel by the Borrower, or (e) any payment made to any Bank or the Agent
on the amounts which the Banks or the Agent repay the Borrower pursuant to a
court order in any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding, and each Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding.

         11.3     Obligations Independent. The obligations of each Guarantor
hereunder are independent of the obligations of any other Guarantor, any other
guarantor or the Borrower, and a separate action or actions may be brought and
prosecuted against each Guarantor whether or not action is brought against any
other Guarantor, any other guarantor or the Borrower and whether or not any
other Guarantor, any other guarantor or the Borrower be joined in any such
action or actions. Each Guarantor waives, to the fullest extent permitted by
law, the benefit of any statute of limitations affecting its liability hereunder
or the enforcement thereof. Any payment by the Borrower or other circumstance
which operates to toll any statute of limitations as to the Borrower shall
operate to toll the statute of limitations as to each Guarantor.

         11.4     Waiver of Notice. Each Guarantor hereby waives notice of
acceptance of this Agreement and notice of any liability to which it may apply,
and waives promptness, diligence, presentment, demand of payment, protest,
notice of dishonor or nonpayment of any such liabilities, suit or taking of
other action by the Agent or any Bank against, and any other notice to, any
party liable thereon (including such Guarantor or any other guarantor).

         11.5     Guarantee of Payment. This Agreement is a guarantee of payment
and not of collection. The Agent or any Bank may at any time and from time to
time without the consent of, or notice to, any Guarantor, without incurring
responsibility to such Guarantor, without impairing or releasing the obligations
of such Guarantor hereunder, upon or without any terms or conditions and in
whole or in part:

        (i)     change the manner, place or terms of payment of, and/or change
                or extend the time of payment of, renew or alter, any of the
                Obligations, any security therefor, or any liability incurred
                directly or indirectly in respect thereof, and the guarantee
                made in this Agreement shall apply to the Obligations as so
                changed, extended, renewed or altered;

        (ii)    sell, exchange, release, surrender, realize upon or otherwise
                deal with, in any manner and in any order, any property by
                whomsoever at any time pledged or mortgaged to secure, or
                howsoever securing, the Obligations or any liabilities
                (including any of those hereunder) incurred directly or
                indirectly in respect thereof or hereof, and/or any offset
                thereagainst;

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        (iii)   exercise or refrain from exercising any rights against the
                Borrower or any Guarantor or others or otherwise act or refrain
                from acting;

        (iv)    settle or compromise any of the Obligations, any security
                therefor or any liability (including any of those hereunder)
                incurred directly or indirectly in respect thereof or hereof,
                and may subordinate the payment of all or any part thereof to
                the payment of any liability (whether due or not) of the
                Borrower to creditors of the Borrower;

        (v)     apply any sums by whomsoever paid or howsoever realized to any
                liability or liabilities of the Borrower to the Banks regardless
                of what liabilities of the Borrower remain unpaid;

        (vi)    consent to or waive any breach of, or any act, omission or
                default under, this Agreement, any of the First Mortgage Notes,
                the First Mortgage Note Agreements, the Bank Notes, the Parity
                Debt, the Parity Debt Agreements, the Security Documents, the
                other Financing Agreements (as such terms not defined herein are
                defined in the Collateral Agency Agreement) or any of the
                instruments or agreements referred to therein, or otherwise
                amend, modify or supplement this Agreement, the First Mortgage
                Notes, the Note Agreements, the Bank Notes, the Parity Debt, the
                Parity Debt Agreements, the Security Documents, the other
                Financing Agreements or any of such other instruments or
                agreements; and/or

        (vii)   fail to perfect any Lien granted to the Agent or to or for the
                benefit of any of the Banks to secure any of the Obligations.

         11.6     Obligations Unconditional. (a) The obligations of each
Guarantor under this Agreement are absolute and unconditional and shall remain
in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated (except in accordance with the terms hereof)
or otherwise affected by, any circumstance or occurrence whatsoever, including
without limitation: (i) any action or inaction by the Agent or the Banks as
contemplated in Section 11.5; (ii) any invalidity, irregularity or
unenforceability of all or part of the Obligations or of any security therefor;
or (iii) to the extent permitted by applicable law, any other act or
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a surety or a guarantor. The obligations of each Guarantor hereunder
are primary obligations of each Guarantor.

                  (b)      The obligations of each Guarantor hereunder shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of the Borrower in respect of the Obligations is rescinded or must
be otherwise returned by any holder of any of the Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise.

         11.7     Continuing Guarantee. This Agreement is a continuing one and
all liabilities to which it applies (or may apply) under the terms hereof shall
be conclusively presumed to have been created in reliance hereon. No failure or
delay on the part of the Agent or any Bank in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any

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single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein expressly specified are cumulative
and not exclusive of any rights or remedies which the Agent or any Bank would
otherwise have. No notice to or demand on any Guarantor in any case shall (i)
entitle such Guarantor to any other further notice or demand in similar or other
circumstances except for any notice or demand required hereunder or under any
Subsidiary Security Agreement entered into by such Guarantor or (ii) constitute
a waiver of the rights of the Agent or any Bank to any other or further action
in any circumstances without notice or demand. It is not necessary for the Agent
or any Bank to inquire into the capacity or powers of the officers, directors,
partners or agents acting or purporting to act on behalf of any Guarantor or the
Borrower, and any Obligations made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

         11.8     Subordination. Any Indebtedness of the Borrower now or
hereafter held by any Guarantor, whether arising by subrogation, contribution or
otherwise, is hereby subordinated to the Obligations as provided for below; and
such Indebtedness of the Borrower to any Guarantor, if the Agent, after an Event
of Default has occurred and is continuing, so requests, shall be collected,
enforced and received by such Guarantor as trustee for the Banks and be paid
over to the Agent on account of the Obligations, but without affecting or
impairing in any manner the liability of such Guarantor under the other
provisions of this Agreement. Prior to the transfer to any non-Affiliate by any
Guarantor of any note or negotiable instrument evidencing any Indebtedness of
the Borrower to such Guarantor, such Guarantor shall mark such note or
negotiable instrument with a legend, acceptable to the Agent, that the same is
subject to this subordination.

         11.9     Exhaustion of Remedies. (a) Each Guarantor waives any right
(except as shall be required by applicable statute and cannot be waived) to
require the Agent or the Banks to (i) proceed against the Borrower, any other
Guarantor or any other Person, (ii) proceed against or exhaust any security held
from the Borrower, any other Guarantor or any other Person or (iii) pursue any
other remedy in the Agent's or the Banks' power whatsoever. Each Guarantor
waives any defense based on or arising out of any defense of the Borrower, any
other Guarantor or any other Person other than payment in full of the
Obligations, including without limitation any defense based on or arising out of
the disability of the Borrower, any other Guarantor or any other party, or the
unenforceability of the Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of the Borrower other than payment in
full of the Obligations. The Agent or the Collateral Agent, as the case may be,
on behalf of the Banks may, at its election, foreclose on any security held by
the Agent, the Collateral Agent or the Banks by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable (to the extent such sale is permitted by applicable law), or exercise
any other right or remedy the Agent, the Collateral Agent or the Banks may have
against the Borrower or any other Person, or any security, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been paid. Each Guarantor waives any defense arising
out of any such election by the Agent, the Collateral Agent or the Banks, even
though such election operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of such Guarantor against the Borrower
or any other Person or any security.

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                  (b)      Each Guarantor waives all presentments, demands for
performance, protests and notices, including without limitation notices of
nonperformance, notice of protest, notices of dishonor, notices of acceptance of
this Agreement, and notices of the existence, creation or incurring of new or
additional Indebtedness. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower's financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Obligations
and the nature, scope and extent of the risks which such Guarantor assumes and
incurs hereunder, and agrees that the Agent and the Banks shall have no duty to
advise any Guarantor of information known to them regarding such circumstances
or risks.

                  (c)      Each Guarantor understands, is aware and hereby
acknowledges that to the extent the Obligations are secured by real property
located in the State of California, such Guarantor shall be liable for the full
amount of its liability hereunder notwithstanding foreclosure on such real
property by trustee sale or any other reason impairing each Guarantor's or the
Agent's or any Bank's right to proceed against the Borrower. Each Guarantor
hereby waives, to the fullest extent permitted by law, all rights and benefits
under Section 2809 of the California Civil Code purporting to reduce a
guarantor's obligation in proportion to the principal obligation. Each Guarantor
hereby waives all rights and benefits under Section 580a of the California Code
of Civil Procedure purporting to limit the amount of any deficiency judgment
which might be recoverable following the occurrence of a trustee's sale under a
deed of trust and all rights and benefits under Section 580b of the California
Code of Civil Procedure stating that no deficiency judgment may be recovered on
a real property purchase money obligation. Each Guarantor further understands,
is aware and hereby acknowledges that if the Agent (or the Collateral Agent) on
behalf of the Banks elects to nonjudicially foreclose on any real property
security located in the State of California, any right of subrogation of the
Guarantors against the Agent, the Collateral Agent or the Banks may be impaired
or extinguished and that as a result of such impairment or extinguishment of
subrogation rights, each Guarantor will have a defense to a deficiency judgment
arising out of the operation of (i) Section 580d of the California Code of Civil
Procedure which states that no deficiency judgment may be recovered on a note
secured by a deed of trust on real property in case such real property is sold
under the power of sale contained in such deed of trust, and (ii) related
principles of estoppel. To the fullest extent permitted by law, each Guarantor
hereby waives all rights and benefits and any defense arising out of the
operation of Section 580d of the California Code of Civil Procedure and related
principles of estoppel, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against the Borrower or any other party or any security. In
addition, each Guarantor hereby waives, to the fullest extent permitted by
applicable law and without limiting the generality of the foregoing or any other
provision hereof, all rights and benefits which might otherwise be available to
such Guarantor under Section 726 of the California Code of Civil Procedure and
all rights and benefits which might otherwise be available to such Guarantor
under California Civil Code Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845,
2848, 2849, 2850, 2899, 3275 and 3433 (and any analogous or successor provisions
to such Sections). Furthermore, each Guarantor hereby waives, to the fullest
extent permitted by law, the benefits of the provisions of Nevada Revised
Statutes Sections 40.430 et seq., 40.451 et seq., and 40.465 et seq. (and any
analogous or successor provisions to such Sections).

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                  (d)      Each Guarantor agrees that, as between such Guarantor
and the Agent and Banks, the Obligations may be declared to be forthwith due and
payable (and shall be deemed to have become automatically due and payable) in
accordance with the terms thereof for purposes of Section 11.1 hereof
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Obligations from becoming automatically due and
payable) as against the Borrower and that, in the event of such declaration (or
such Obligations being deemed to have become automatically due and payable) such
Obligations (whether or not due and payable by the Borrower) shall forthwith
become due and payable by each Guarantor for purposes of Section 11.1.

         11.10    Reinstatement. If claim is ever made upon the Agent or any
Bank for repayment or recovery of any amount or amounts received in payment or
on account of any of the Obligations and any of the aforesaid payees repays all
or part of said amount by reason of (a) any judgment, decree or order of any
court or administrative body having jurisdiction over such payee or any of its
property or (b) any settlement or compromise of any such claim effected by such
payee with any such claimant (including the Borrower), then and in such event
each Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding upon such Guarantor, notwithstanding any revocation
hereof or other instrument evidencing any liability of the Borrower, and such
Guarantor shall be and remain liable to the aforesaid payees hereunder for the
amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.

                                  ARTICLE XII

                                 MISCELLANEOUS

         12.1     Amendments and Waivers. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent to any
departure by any Obligor or any other Credit Party therefrom, shall be effective
unless in writing signed by the Required Banks and the Borrower, and
acknowledged by the Agent, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall, unless in
writing and signed by all the Banks and the Borrower do any of the following:

                  (a)      waive any condition set forth in subsection (a), (b),
(c)(i), (d), (e), (f), (h), (i), (j), (k), (l), (m), (n) or (o) of Section 5.1
without the written consent of each Bank;

                  (b)      increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to Section 9.2);

                  (c)      postpone or delay any date fixed by this Agreement or
any other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document

                  (d)      reduce the principal of, or the rate of interest
specified herein on any Loan, or (subject to clause (iv) below) any fees or
other amounts payable hereunder or under any other Loan Document;

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                  (e)      change the definition of "Required Banks" or change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Loans which is required for the Banks or any of them to take any action
hereunder; or

                  (f)      amend this Section, or Section 2.14, or any provision
herein providing for consent or other action by all Banks; or

                  (g)      release all or substantially all the collateral
securing the Obligations;

and, provided, further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Agent in addition to the Required Banks or all the
Banks, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document, (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Issuing Bank in addition to the
Required Banks or all the Banks, as the case may be, affect the rights or duties
of the Issuing Bank under this Agreement or any L/C-Related Documents relating
to any Letter of Credit Issued or to be Issued by it, (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Swing Line Bank in
addition to the Banks required above, affect the rights or duties of the Swing
Line Bank under this Agreement and (iv) the Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed by the parties thereto.

In connection with a proposed merger, consolidation or sale of all or
substantially all of the assets of the Borrower in accordance with Section
8.8(a)(iii) or (b)(iii) to a corporation, the parties agree (i) to effect,
simultaneously with such transaction, all necessary and appropriate
modifications to the terms and conditions of this Agreement and the other Loan
Documents and License Agreements to which it is a party (including without
limitation the ability of the Borrower to make payments under Section 8.5,
taking into account the effect of any change in the tax status of the Borrower
on its financial condition and the applicable financial covenants) to reflect
the corporate existence of such successor corporation and any other matters in
form acceptable to the Required Banks, provided, that such modified terms and
conditions convey to the parties substantially the same rights and obligations
provided under the Loan Documents and License Agreements to which it is a party
immediately prior to such transaction, and (ii) that any Default described in
Section 9.1(j) which would result from such transaction shall not be asserted by
the Agent or any Bank if after giving effect to such transaction UGI shall own
directly or indirectly at least 51% of the voting shares of the corporation that
is the successor to the Borrower.

In the event a Bank or Participant (as hereinafter defined) shall refuse to
enter into or consent to any amendment, waiver or other modification of any
provision of this Agreement or any other Loan Document, and such Bank's or
Participant's consent is necessary for such amendment, waiver or modification to
become effective, the Borrower may pay Obligations (including, with respect to
Letter of Credit, cash collateralization of an interest therein) outstanding to
any such nonconsenting Bank or to any Originating Bank having participated
interests to any such nonconsenting Participant and reduce or eliminate any such
Bank's Commitment; provided, that the Borrower may take such action only if
Banks representing at least 80% of the outstanding Commitments necessary
therefor have entered into or consented to such amendment, waiver or
modification and no Default or Event of Default then exists.

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         12.2     Notices and Other Communications; Facsimile Copies. (a)
General. Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, if to the Borrower, the Agent, the Issuing Bank,
the Swing Line Bank or any Bank, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 12.2 or
to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such party in a notice to the other parties.
All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered; provided, however, that notices and other communications
to the Agent, the Issuing Bank and the Swing Line Bank pursuant to Articles II
and III shall not be effective until actually received by such Person. In no
event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

                  (b)      Effectiveness of Facsimile Documents and Signatures.
Loan Documents may be transmitted and/or signed by facsimile. The effectiveness
of any such documents and signatures shall, subject to applicable law, have the
same force and effect as manually-signed originals and shall be binding on all
Credit Parties, the Agent and the Banks. The Agent may also require that any
such documents and signatures be confirmed by a manually-signed original
thereof; provided, however, that the failure to request or deliver the same
shall not limit the effectiveness of any facsimile document or signature.

                  (c)      Limited Use of Electronic Mail. Electronic mail and
Internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information as provided
in Section 7.1, and to distribute Loan Documents for execution by the parties
thereto, and may not be used for any other purpose.

                  (d)      Reliance by Agent and Banks. The Agent and the Banks
shall be entitled to rely and act upon any notices (including telephonic Notices
of Borrowing) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify each Agent-Related Person and each Bank
from all losses, costs, expenses and liabilities resulting from the reliance by
such Person on each notice purportedly given by or on behalf of the Borrower.
All telephonic notices to and other communications with the Agent may be
recorded by the Agent, and each of the parties hereto hereby consents to such
recording.

         12.3     No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege

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hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.

         12.4     Costs and Expenses. The Borrower shall:

                  (a)      whether or not the transactions contemplated hereby
are consummated, pay or reimburse Wachovia (including in its capacity as Agent)
within five Business Days after demand and receipt by the Borrower of reasonable
supporting documentation (subject to Section 5.1(d)) for all reasonable costs
and expenses incurred by Wachovia (including in its capacity as Agent) in
connection with the development, preparation, delivery, administration and
execution of this Agreement, any Loan Document and any other documents prepared
in connection herewith or therewith, and the consummation of the transactions
contemplated hereby and thereby, including Attorney Costs (excluding allocated
costs of internal legal counsel) incurred by Wachovia (including in its capacity
as Agent) with respect thereto; and

                  (b)      pay or reimburse the Agent within five Business Days
after demand and receipt by the Borrower of reasonable supporting documentation
for all reasonable costs and expenses incurred by the Agent in connection with
any amendment, supplement, waiver or modification to (in each case, whether or
not consummated), this Agreement, any Loan Document and any other documents
prepared in connection herewith or therewith, and the consummation of the
transactions contemplated hereby and thereby, including Attorney Costs incurred
by the Agent with respect thereto (provided, that the fees of any law firm or
other external counsel, and the allocated costs of internal legal services,
shall not both be reimbursed with respect to any amendment, supplement, waiver
or modification relating to the same or any substantially similar matter); and

                  (c)      pay or reimburse the Agent, the Arranger and each
Bank within five Business Days after demand and receipt by the Borrower of
reasonable supporting documentation (subject to Section 5.1(g)) for all
reasonable costs and expenses (including Attorney Costs) incurred by them in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other Loan Document during the
existence of an Event of Default or after acceleration of the Loans (including
in connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding).

The foregoing costs and expenses shall include all search, filing, recording,
title insurance and fees and taxes related thereto incurred by the Agent, and,
with respect to those costs and expenses referred to in Section 12.4(b) or
12.4(c) above, the reasonable cost of independent public accountants, appraisers
and other outside experts retained by the Agent. The agreements in this Section
shall survive the termination of the Commitments and repayment of all other
Obligations.

         12.5     Indemnity. Whether or not the transactions contemplated hereby
are consummated, the Obligors shall indemnify and hold harmless each
Agent-Related Person, the Arranger, the Issuing Bank, the Collateral Agent, each
Bank and their respective affiliates, directors, officers, employees and agents
(collectively, the "INDEMNIFIED PARTIES") from and

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against any and all losses, claims, damages (other than consequential or
exemplary damages), liabilities and reasonable out-of-pocket expenses
(including, without limitation, reasonable fees and disbursements of counsel,
amounts paid in settlement and court costs) (collectively, the "INDEMNIFIED
LIABILITIES") which may be incurred by any such Indemnified Party as a result of
a claim by a third party or asserted by a third party against any such
Indemnified Party, in each case, in connection with or arising out of or in any
way relating to or resulting from any transaction or proposed transaction
(whether or not consummated) contemplated to be financed with the proceeds of
any Loan or other financial accommodation contemplated hereby, and the Obligors
hereby agree to reimburse each such Indemnified Party for any Attorneys' Costs
or other out-of-pocket expenses incurred in connection with investigating,
defending or participating in any action or proceeding (whether or not such
Indemnified Party is a party to such action or proceeding) out of which any such
losses, claims, damages, liabilities or expenses may arise; provided, however,
that the Obligors shall not be required to reimburse the expenses of more than
one counsel for all Indemnified Parties except to the extent that different
Indemnified Parties shall have conflicting interests. Notwithstanding anything
herein to the contrary, the Obligors shall not be liable or responsible for
losses, claims, damages, costs and expenses incurred by any Indemnified Party
arising out of or relating to such Indemnified Party's own gross negligence or
willful misconduct. If for any reason the indemnification provided for herein is
unavailable to any Indemnified Party or insufficient to hold it harmless as and
to the extent contemplated hereby, then the Obligors hereby agree to contribute
to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or expense in such proportion as is appropriate
to reflect the relative benefits received by the Obligors, on the one hand, and
such Indemnified Party, on the other hand, and also the respective fault of the
Obligors, on the one hand, and such Indemnified Party, on the other hand, as the
case may be, as well as any other relevant equitable considerations. This
Section 12.5 shall survive the termination of this Agreement.

         12.6     Liability. (a) The liability of the Obligors hereunder and
under the Loan Documents shall be absolute, unconditional and irrevocable
irrespective of:

                           (i)      any lack of validity, legality or
enforceability of this Agreement, any Note or any other Loan Document;

                           (ii)     the failure of any Bank

                                    (A)      to enforce any right or remedy
                           against any other Person (including any guarantor)
                           under the provisions of this Agreement, the Note, any
                           other Loan Document or otherwise, or

                                    (B)      to exercise any right or remedy
                           against any guarantor of, or collateral securing, any
                           Obligations;

                           (iii)    any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other
extension, compromise or renewal of any Obligations;

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                           (iv)     any reduction, limitation, impairment or
termination of any Obligations with respect to any other Credit Party for any
reason including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Borrower hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Obligations with respect to any other Credit Party;

                           (v)      any addition, exchange, release, surrender
or nonperfection of any collateral, or any amendment to or waiver or release or
addition of, or consent to departure from, any guaranty, held by any Bank
securing any of the Obligations; or

                           (vi)     any other circumstance which might otherwise
constitute a defense available to, or a legal or equitable discharge of, any
other Credit Party, any surety or any guarantor.

The Borrower agrees that its liability hereunder shall continue to be effective
or be reinstated, as the case may be, if at any time any payment (in whole or in
part) of any of the Obligations is rescinded or must be restored by any Bank,
upon the insolvency, bankruptcy or reorganization of the Borrower as though such
payment had not been made.

The Obligors hereby expressly waive: (a) notice of the Banks' acceptance of this
Agreement; (b) notice of the existence or creation or non-payment of all or any
of the Obligations; (c) presentment, demand, notice of dishonor, protest, and
all other notices whatsoever other than notices expressly provided for in this
Agreement and (d) all diligence in collection or protection of or realization
upon the Obligations or any thereof any obligation hereunder, or any security
for or guaranty of any of the foregoing.

No delay on any of the Banks' part in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by any of the
Banks of any right or remedy, shall preclude other or further exercise thereof
or the exercise of any other right or remedy. No action of any of the Banks
permitted hereunder shall in any way affect or impair any such Banks' rights or
Obligors' obligations under this Agreement.

Each Obligor hereby represents and warrants to each of the Banks that it now has
and will continue to have independent means of obtaining information concerning
the other Obligors' affairs, financial condition and business. The Banks shall
not have any duty or responsibility to provide any Obligor with any credit or
other information concerning the Obligors' Subsidiaries' affairs, financial
condition or business which may come into the Banks' possession. Each of the
Obligors agrees that any action or notice which is required or authorized to be
taken or given or received under this Agreement or any of the Loan Documents
shall be taken, given or received by the Borrower acting on behalf of the other
Credit Parties (and not by Petrolane or the General Partner), and the other
Credit Parties agree to be bound by, and authorizes the Agent and each Bank to
rely upon, any such action or notice as if fully authorized by each of the
Obligors.

         12.7     Payments Set Aside. To the extent that the Borrower makes a
payment to the Agent or the Banks, or the Agent or the Banks exercise their
right of set-off, and such payment

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<PAGE>

or the proceeds of such set-off or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Agent or such Bank in
its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Bank
severally agrees to pay to the Agent upon demand its pro rata share of any
amount so recovered from or repaid by the Agent, plus interest thereon from the
date of such demand to the date such payment is made at a rate per annum equal
to the Federal Funds Rate from time to time in effect.

         12.8     Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that no Obligors may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Agent and each Bank. Any attempted assignment in
violation of this provision shall be null and void.

         12.9     Assignments, Participations. etc. (a) Any Bank may, with the
written consent of the Borrower, the Agent and the Issuing Bank, which consent
of the Borrower shall not be unreasonably withheld, at any time assign and
delegate to one or more Eligible Assignees (provided, that no written consent of
the Borrower, the Agent or the Issuing Bank shall be required in connection with
any assignment and delegation by a Bank to (x) an Eligible Assignee that is an
Affiliate of such Bank or (y) another Bank (each an "ASSIGNEE")) all, or any
ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided,
however, that the Borrower, the Agent and the Issuing Bank may continue to deal
solely and directly with such Bank in connection with the interest so assigned
to an Assignee until (i) written notice of such assignment, together with
payment instructions, addresses and related information with respect to the
Assignee, shall have been given to the Borrower, the Agent and the Issuing Bank
by such Bank and the Assignee; (ii) such Bank and its Assignee shall have
delivered to the Borrower, the Agent and the Issuing Bank an Assignment and
Acceptance in the form of Exhibit F (an "ASSIGNMENT AND ACCEPTANCE") and (iii)
the assignor Bank or Assignee has paid to the Agent a processing fee in the
amount of $4,000; and provided, further, each Bank's Pro Rata Share shall be the
same in each type of Commitment.

                  (b)      From and after the date that the Agent notifies the
assignor Bank that it has received (and the Borrower, the Agent and the Issuing
Bank have provided their consent with respect to) an executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Bank under the Loan
Documents, and (ii) the assignor Bank shall, to the extent that rights and
obligations hereunder and under the other Loan Documents have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Loan Documents (and, in the case of an
Assignment and Acceptance covering all of the assigning Bank's rights and
obligations under this Agreement, such Bank shall cease to be a party hereto but
shall continue to be entitled to the

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benefits of Sections 4.1, 4.3, 4.4, 12.4 and 12.5 with respect to facts and
circumstances occurring prior to the effective date of such assignment).

                  (c)      Within five Business Days after its receipt of notice
by the Agent that it has received an executed Assignment and Acceptance and
payment of the processing fee (and provided, that the Borrower consents to such
assignment in accordance with Section 12.9(a)), the Borrower shall, if requested
by the Assignee or the assignor Bank thereunder, execute and deliver to the
Agent new Notes evidencing such Assignee's assigned Loans and Commitments and,
if the assignor Bank has retained a portion of its Loans and its Commitment,
replacement Notes in the principal amount of the Loans and Commitments retained
by the assignor Bank (such Notes to be in exchange for, but not in payment of,
the Notes held by such Bank) and the assignor Bank shall deliver its Note or
Notes marked "exchanged" or "cancelled," as applicable, to the Agent.
Immediately upon payment of the processing fee payment under the Assignment and
Acceptance and the satisfaction of the other conditions set forth in Section
12.9(a), this Agreement shall be deemed to be amended to the extent, but only to
the extent, necessary to reflect the addition of the Assignee and the resulting
adjustment of the Commitments arising therefrom. The Commitment allocated to
each Assignee shall reduce such Commitments of the assigning Bank pro tanto.

                  (d)      The Agent shall maintain at its address referred to
in Schedule 12.2 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Banks and the Commitment of, and principal amount of the Loans owing to,
each Bank from time to time (the "REGISTER"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agent and the Banks may treat each Person whose name is recorded
in the Register as a Bank hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior notice. Any
assignment of any Loan or other obligations shall be effective only upon an
entry with respect thereto being made in the Register.

                  (e)      Any Bank may at any time sell to one or more
commercial banks or other Persons not Affiliates of the Borrower (a
"PARTICIPANT") participating interests in any Loans, the Commitment of that Bank
and the other interests of that Bank (the "ORIGINATING BANK") hereunder and
under the other Loan Documents; provided, however, that (i) the Originating
Bank's obligations under this Agreement shall remain unchanged, (ii) the
Originating Bank shall remain solely responsible for the performance of such
obligations, (iii) the Borrower, the Agent, the Issuing Bank and the other Banks
shall continue to deal solely and directly with the Originating Bank in
connection with the Originating Bank's rights and obligations under this
Agreement and the other Loan Documents. Any agreement or instrument pursuant to
which a Bank sells such a participation shall provide that such Bank shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Bank will not, without the consent
of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 12.1 that directly affects such
Participant. In the case of any such participation, the Participant shall be
entitled to the benefit of Sections 4.1, 4.3, 4.4 and 12.5 as though it were
also a Bank hereunder (but not in any greater amounts than would have been
payable to the Bank selling the participation if no participation were sold),
and not have any

                                      121

<PAGE>

rights under this Agreement, or any of the other Loan Documents, and all amounts
payable by the Borrower hereunder shall be determined as if such Bank had not
sold such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Bank under
this Agreement, provided such Participant agrees to be subject to Section 2.14
as though it were a Bank.

                  (f)      Nothing contained in this Agreement shall prevent a
Bank from pledging its interest in its Loans to a Federal Reserve Bank in the
Federal Reserve System of the United States in accordance with applicable law.

                  (g)      After payment in full of, and satisfaction of all
Obligations under, any Note, the Bank or other party holding such Note agrees to
promptly return such Note marked "Paid in Full" to the Borrower.

                  (h)      Notwithstanding the foregoing provisions of this
Section 12.9, no assignment or participation may be made if such assignment or
participation involves, or could involve, the use of assets that constitute, or
may be deemed under ERISA, the Code or any other applicable law, or any ruling
or regulation issued thereunder, or any court decision, to constitute the assets
of any employee benefit plan (as defined in section 3(3) of ERISA) or any plan
as defined in section 4975(e)(1) of the Code).

         12.10    Confidentiality. (a) Each of the Agent and the Banks agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (i) to its and its Affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential); (ii) to the extent requested by any regulatory
authority; (iii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (iv) to any other party to this
Agreement; (v) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder; (vi) subject to an agreement containing provisions
substantially the same as those of this Section, to (x) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (y) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of the Credit
Parties; (vii) with the written consent of the Borrower; (viii) to the extent
such Information (ix) becomes publicly available other than as a result of a
breach of this Section or (x) becomes available to the Agent or any Bank on a
nonconfidential basis from a source other than a Credit Party; or (xi) to the
National Association of Insurance Commissioners or any other similar
organization.(b) The Agent and the Banks may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Agent and the Banks in connection with the administration and management of this
Agreement, the other Loan Documents, the Commitments, and the Credit Extensions;
provided, however, that

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<PAGE>

information disclosed by the Agent or any Bank to any such market data
collectors or similar service providers shall be of a type generally provided to
such Persons in other transactions. For the purposes of this Section 12.10,
"INFORMATION" means all information received from any Credit Party relating to
any Credit Party or its business. Notwithstanding anything herein to the
contrary, any party subject to confidentiality obligations under this Agreement
or under any other related document (and any employee, representative or other
agent of such party) may disclose to any and all persons, without limitation of
any kind, the U.S. federal income tax treatment of the U.S. federal income tax
structure of the transactions contemplated herein and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to
such tax treatment and tax structure.

                  (c)      The Borrower acknowledges that one or more of the
Banks may treat its Loans as part of a transaction that is subject to Treasury
Regulation Section 1.6011-4 or Section 301.6112-1, and the Agent and such Bank
or Banks, as applicable, may (i) maintain such lists or other records as they
may determine are required by such Treasury Regulations and (ii) file such IRS
forms as they may determine are required by such Treasury Regulations with
written notice by the party making such filing to the Borrower.

                  (d)      Any Person required to maintain the confidentiality
of Information as provided in this Section 12.10 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Each of the Agent, the
Banks and the Participants shall promptly notify the Borrower of its receipt of
any subpoena or similar process or authority, unless prohibited therefrom by the
issuing Person.

         12.11    Set-off. In addition to any rights and remedies of the Banks
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Bank is authorized at any time and from time to time, without
prior notice to the Borrower or any other Credit Party, any such notice being
waived by the Borrower (on their own behalf and on behalf of each Credit Party)
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held by, and other indebtedness at any time owing by, such Bank to or for the
credit or the account of the respective Credit Party against any and all
Obligations owing to such Bank hereunder or under any other Loan Document, now
or hereafter existing, irrespective of whether or not the Agent or such Bank
shall have made demand under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or indebtedness. Each
Bank agrees promptly to notify the Borrower and the Agent after any such set-off
and application made by such Bank; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.

         12.12    Notification of Addresses; etc. Each Bank shall notify the
Agent in writing of any changes in the address to which notices to the Bank
should be directed, of addresses of any Lending Office, of payment instructions
in respect of all payments to be made to it hereunder and of such other
administrative information as the Agent shall reasonably request.

                                      123

<PAGE>

         12.13    Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

         12.14    Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

         12.15    No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Obligors, the Banks, the
Agent and the Agent-Related Persons, and their permitted successors and assigns,
and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.

         12.16    Governing Law and Jurisdiction. (a) THIS AGREEMENT AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK; PROVIDED, THAT THE AGENT AND THE BANKS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW. THE LETTERS OF CREDIT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE ISP98. AS TO MATTERS NOT COVERED BY THE
ISP98, THE LETTER OF CREDIT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, INCLUDING, TO THE EXTENT NOT INCONSISTENT WITH THE ISP98, THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK.

                  (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE OBLIGORS, THE AGENT AND
THE BANKS EACH CONSENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE OBLIGORS, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE OBLIGORS, THE AGENT AND THE BANKS
EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

         12.17    Waiver of Jury Trial. EACH OF THE OBLIGORS, THE BANKS AND THE
AGENT WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF

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<PAGE>

ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH OF THE OBLIGORS, THE BANKS AND THE AGENT
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT
THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         12.18    Entire Agreement. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document (other than
the Collateral Agency Agreement or any other Security Document), the provisions
of this Agreement shall control; provided, that the inclusion of supplemental
rights or remedies in favor of the Agent, the Banks, the Collateral Agent or any
holder of Parity Debt in any other Loan Document shall not be deemed a conflict
with this Agreement. Each Loan Document was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in
favor of any party, but rather in accordance with the fair meaning thereof.

         12.19    Collateral Agency Agreement. (a) THIS AGREEMENT IS SUBJECT TO
THE TERMS AND CONDITIONS CONTAINED IN THE COLLATERAL AGENCY AGREEMENT, WHICH
COLLATERAL AGENCY AGREEMENT, AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS WITH
RESPECT TO THE SECURITY FOR THIS AGREEMENT AND THE SHARING OF PROCEEDS THEREOF
WITH CERTAIN OTHER SECURED CREDITORS (AS DEFINED IN THE COLLATERAL AGENCY
AGREEMENT). COPIES OF SUCH COLLATERAL AGENCY AGREEMENT WILL BE FURNISHED TO ANY
BANK UPON REQUEST TO THE BORROWER OR THE AGENT.

                  (b)      Pursuant to Section 12 of the Collateral Agency
Agreement, the Banks hereby consent, without any further action or notice
required, to the appointment of Wachovia as the successor Collateral Agent.

         12.20    Ratification and Confirmation of the Security Documents.
Except as specifically amended by this Agreement, and the documents executed and
delivered in connection herewith, each of the Security Documents, including
without limitation the General Security Agreement, shall remain in full force
and effect and are hereby ratified and confirmed.

         12.21    Interest Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable law (the "MAXIMUM RATE"). If the Agent or any
Bank shall receive interest in an amount that exceeds the Maximum

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<PAGE>

Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Agent or a Bank
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

         12.22 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the Agent and
each Bank, regardless of any investigation made by the Agent or any Bank or on
their behalf and notwithstanding that the Agent or any Bank may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall
remain outstanding.

                                      126

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                              BORROWER:

                                       AMERIGAS PROPANE, L.P.

                                       By:  AMERIGAS PROPANE, INC.,
                                            as General Partner

                                       By: _____________________________________
                                       Name:
                                       Title:

                              GUARANTORS:

                                       AMERIGAS PROPANE, INC.

                                       By: _____________________________________
                                       Name:
                                       Title:

                                       PETROLANE INCORPORATED

                                       By: _____________________________________
                                       Name:
                                       Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              WACHOVIA BANK,
                              NATIONAL ASSOCIATION, as Agent,
                              Issuing Bank, Swing Line Bank and a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              CITICORP USA, INC.,
                              as Syndication Agent and as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              CREDIT SUISSE FIRST BOSTON,
                              acting through its Cayman Islands Branch,
                              as Documentation Agent and as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              MANUFACTURERS AND TRADERS
                              TRUST COMPANY, a successor in interest
                              to ALLFIRST BANK, as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              MELLON BANK, N.A.,
                              as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              NATIONAL CITY  BANK OF
                              PENNSYLVANIA, as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                 Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              PNC BANK, NATIONAL ASSOCIATION, as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              SUN NATIONAL BANK, as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                              UNION BANK OF CALIFORNIA,
                              as a Bank

                              By: ______________________________________________
                              Name:
                              Title:

                                Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

Each of the undersigned hereby acknowledges receipt of the foregoing Credit
Agreement and hereby acknowledges and reaffirms that its Subsidiary Guarantee
and its Subsidiary Security Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects notwithstanding the execution
of such Credit Agreement and the consummation of the transactions described or
otherwise contemplated therein. Each of the undersigned further acknowledges,
confirms and ratifies (i) its obligations under the Subsidiary Guarantee and the
Subsidiary Security Agreement are valid and binding obligations upon it and (ii)
the Subsidiary Security Agreement and all of the Collateral described therein
does, and shall continue to, secure the payment of all of the Obligations under
the Credit Agreement and the Notes. To the best of the each of the undersigned's
knowledge, it possesses no defense, offset, counterclaim, or cross-claim
whatsoever to the enforcement of such Subsidiary Guarantee and Subsidiary
Security Agreement.

Date: August 28, 2003

                                     AMERIGAS PROPANE PARTS & SERVICE, INC.

                                     By: _______________________________________
                                     Name:
                                     Title:

                                     AMERIGAS EAGLE PROPANE, INC.
                                     (formerly Columbia Propane Corporation)

                                     By: _______________________________________
                                     Name:
                                     Title:

                                     AMERIGAS EAGLE HOLDINGS, INC.
                                     (formerly CP Holdings, Inc.)

                                     By: _______________________________________
                                     Name:
                                     Title:

                                Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

<PAGE>

                                     AMERIGAS EAGLE PROPANE, L.P.

                                     By: _______________________________________
                                     Name:
                                     Title:

                                     AMERIGAS EAGLE PARTS & Service, Inc.

                                     By: _______________________________________
                                     Name:
                                     Title:

                                Signature Page
                                       to
                                Credit Agreement
                            (AmeriGas Propane, L.P.)

</TEXT>
</DOCUMENT>
