HERITAGE PROPANE PARTNERS L P
4TH AMENDMENT TO NOTE PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2.6
<SEQUENCE>4
<FILENAME>ex10-2_6.txt
<DESCRIPTION>4TH AMENDMENT TO NOTE PURCHASE AGREEMENT
<TEXT>

<PAGE>   1

                                                      EXHIBIT 10.2.6 AND 10.16.4

                            HERITAGE OPERATING, L.P.

                           FOURTH AMENDMENT AGREEMENT

         Re:   Note Purchase Agreement dated as of June 25, 1996
              Note Purchase Agreement dated as of November 19, 1997

                                                                     Dated as of
                                                                 August 10, 2000

To each of the Holders named
   in Schedule 1 to this Fourth
   Amendment Agreement

Ladies and Gentlemen:

         Reference is made to

                  (i) the Note Purchase Agreement dated as of June 25, 1996 (the
         "Original 1996 Agreement"), among Heritage Operating, L.P., a Delaware
         limited partnership (the "Company") and the Purchasers named in the
         Purchaser Schedule attached thereto, as amended by a letter agreement
         (the "Letter Agreement") dated July 25, 1996, a First Amendment
         Agreement (the "First Amendment Agreement") dated as of October 15,
         1998, a Second Amendment Agreement (the "Second Amendment Agreement")
         dated as of September 1, 1999 and a Third Amendment Agreement (the
         "Third Amendment Agreement" dated as of May 31, 2000 (said Original
         1996 Agreement, as amended by the Letter Agreement, the First Amendment
         Agreement, the Second Amendment Agreement and the Third Amendment
         Agreement, being hereinafter referred to as the "Outstanding 1996
         Agreement") under and pursuant to which the Company issued, and there
         are presently outstanding, $120,000,000 aggregate principal amount of
         its 8.55% Senior Secured Notes due 2011 (the "1996 Notes"); and

                  (ii) the Note Purchase Agreement dated as of November 19, 1997
         (the "Original 1997 Agreement"), among the Company and the Purchasers
         named in the Initial Purchaser Schedule attached thereto, as amended by
         the First Amendment Agreement dated as of October 15, 1998, a Second
         Amendment Agreement (the "Second Amendment Agreement") dated as of
         September 1, 1999 and a Third Amendment Agreement (the "Third Amendment
         Agreement" dated as of May 31, 2000 (said Original 1997 Agreement, as
         so amended by the First Amendment Agreement, the Second Amendment
         Agreement and the Third Amendment Agreement, being hereinafter referred
         to as the "Amended Original 1997 Agreement"), under and pursuant to
         which the Company issued, and there are presently outstanding,
         $12,000,000 aggregate principal amount of its 7.17% Series A Senior
         Secured Notes due November 19, 2009 (the "Series A Notes") and
         $20,000,000 aggregate principal amount of its 7.26% Series B Senior
         Secured Notes due November 19, 2012 (the "Series B Notes"), as
         supplemented by the

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         First Supplemental Note Purchase Agreement dated as of March 13, 1998
         (the "First Supplemental Agreement") among the Company and the
         Purchasers named in the Supplemental Purchaser Schedule attached
         thereto, under and pursuant to which (a) the Company issued $5,000,000
         aggregate principal amount of its 6.50% Series C Senior Secured Notes
         due March 13, 2007 (the "Series C Notes"), $4,285,714.29 of which are
         presently outstanding, and (b) the Company issued, and there are
         presently outstanding, (x) $5,000,000 aggregate principal amount of its
         6.59% Series D Senior Secured Notes due March 13, 2010 (the "Series D
         Notes") and (y) $5,000,000 aggregate principal amount to its 6.67%
         Series E Senior Secured Notes due March 13, 2013 (the "Series E
         Notes").

         The Amended Original 1997 Agreement as supplemented by the First
Supplemental Agreement is hereinafter sometimes referred to as the "Outstanding
1997 Agreement." The Outstanding 1996 Agreement and the Outstanding 1997
Agreement are hereinafter sometimes collectively referred to as the "Outstanding
Agreements". The 1996 Notes, Series A Notes, Series B Notes, Series C Notes,
Series D Notes and Series E Notes are hereinafter sometimes collectively
referred to as the "Outstanding Notes." Capitalized terms used herein without
definition shall have the respective meanings assigned to such terms in the
Outstanding Agreements.

         The Company now desires to amend certain provisions of the Outstanding
Agreements. You are the owner and holder of the Outstanding Notes set forth
opposite your name on Schedule 1 hereto. The Company hereby requests that, from
and after the satisfaction of each of the conditions to effectiveness set forth
in Article IV below, said amendments shall be deemed to have been given and said
Outstanding Agreements shall be amended in the respects, but only in the
respects, hereinafter set forth.

                                    ARTICLE I
                      AMENDMENTS TO OUTSTANDING AGREEMENTS

         I-A. Section 4C(ii) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "clause (v)" and inserting in lieu thereof
the reference to "clause (iv)".

         I-B. Section 4D(vi) of each of the Outstanding Agreements is hereby
amended by deleting the phrase "clause (x) of".

         I-C. The lead-in paragraph of Section 5A of each of the Outstanding
Agreements is hereby amended by deleting the phrase "in triplicate".

         I-D. Section 5A(ii) of each of the Outstanding Agreements is hereby
deleted in its entirely and the following shall be substituted therefor:

         " (ii) as soon as practical and in any event within 95 days after the
         end of each fiscal year, consolidated statements of income and cash
         flows and a consolidated statement of partners' capital (or
         stockholders' equity, as applicable) of the Company and its
         Subsidiaries for such year, and consolidated balance sheets of


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         the Company and its Subsidiaries, as at the end of such year, setting
         forth in each case, in comparative form corresponding consolidated
         figures from the preceding annual audit, all in reasonable detail and
         reported on by Arthur Andersen LLP, or other independent public
         accountants of recognized national standing selected by the Company
         whose report shall be without limitation as to the scope of the audit
         (provided that such report shall not include with the scope of the
         audit the consolidating statements, if any, required by the final
         proviso of this clause (ii)); provided, however, that at any time when
         the Master Partnership shall be subject to the reporting requirements
         of Section 13 or 15(d) of the Exchange Act delivery within the time
         period specified above of copies of the Annual Report on Form 10-K of
         the Master Partnership for such fiscal year prepared in compliance with
         the requirements therefor and filed with the Commission shall be deemed
         to satisfy the requirements of this clause (ii) if (x) the Consolidated
         Net Income of the Company and its Subsidiaries accounts for at least
         95% of the net income of the Master Partnership for such fiscal year,
         and (y) all such statements required to be delivered pursuant to this
         clause (ii) with respect to the Company and its Subsidiaries are either
         included in such Form 10-K or delivered separately by the Company
         together with such Form 10-K; and, provided further, however, that at
         any time the Total Assets of the Company and its Subsidiaries account
         for less than 85% of the Total Assets of the Master Partnership for any
         fiscal year, then the statements and balance sheet required to be
         delivered with respect to the Company and its Subsidiaries in this
         clause (ii) for such fiscal year shall be both consolidated and
         consolidating, and such consolidating statements shall be certified by
         an authorized financial officer of the Company as presenting fairly, in
         all material respects, the information contained therein, in accordance
         with GAAP (except for the absence of footnotes); "

         I-E. Section 5A(xi) of each of the Outstanding Agreements is hereby
amended by (x) deleting the phrase "; and" at the end of such subsection and (y)
inserting the following phrase at the end of such subsection:

         "; provided, however, that for so long as the Security Agreement
         remains in full force and effect, delivery by the Company to the
         Collateral Agent of the report specified in Section 5.1(g) of the
         Security Agreement shall be deemed to satisfy the requirements of this
         clause (xi); and".

         I-F. Section 5 of each of the Outstanding Agreements is hereby amended
by inserting the following section immediately after Section 5Q thereof:

                  "Section 5R. General Partner. At such time as U.S. Propane
         shall be substituted for Heritage as general partner of the Company,
         (i) no Default or Event of Default shall exist and be continuing before
         and after giving effect to such substitution, (ii) U.S. Propane shall
         assume in writing the obligations of Heritage under the Partnership
         Agreement, (iii) U.S. Propane shall not engage in any business or own
         any assets other than the ownership of general and/or limited partner
         interests in the Company and the Master Partnership and the ownership
         of interests in the General Partner and any


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         activities incidental thereto, including, without limitation, cash
         management services for Heritage, the Company and its Subsidiaries and
         inter-company loans made to Heritage, the Company and its Subsidiaries
         in the ordinary course of business and (iv) immediately after giving
         effect to such substitution, no Material Adverse Effect shall exist."

         I-G. Section 6B(ii) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$35,000,000" and inserting in lieu thereof
the following amount of "$50,000,000".

         I-H. Section 6B(iii) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$3,000,000" and inserting in lieu thereof
the following amount of "$10,000,000".

         I-I Section 6B(v) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$1,000,000" and inserting in lieu thereof
the following amount of "$3,000,000".

         I-J. Section 6B(viii) of each of the Outstanding Agreements is hereby
deleted in its entirely and the following shall be substituted therefor:

                  "(viii) M-P Energy Partnership and M-P Oils, Ltd. may become
         and remain liable with respect to Indebtedness in an aggregate
         principal amount not to exceed $10,000,000, and the Company may become
         and remain liable with respect to Guarantees of such Indebtedness of
         M-P Energy Partnership or M-P Oils, Ltd. and of Indebtedness of
         Bi-State, Heritage Energy Resources L.L.C., or any other Subsidiaries
         of the Company, provided that the aggregate amount of all Guarantees
         permitted by this clause (viii) shall not exceed $10,000,000;"

         I-K. Section 6C(viii)(a)(x) of each of the Outstanding Agreements is
hereby amended by deleting the phrase "of the character".

         I-L. Section 6C(xiii) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$2,000,000" and inserting in lieu thereof
the following amount of "$6,000,000".

         I-M. Section 6D(i) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$5,000,000" and inserting in lieu thereof
the following amount of "$15,000,000".

         I-N. Section 6E(i) of each of the Outstanding Agreements is hereby
deleted in its entirety and the following shall be substituted therefor:

                  "(i) the Company or any of its Subsidiaries may make and own
         Investments (w) consisting of Units issued for purposes of making
         acquisitions, (x) arising out of loans and advances by the Company to
         any Wholly-Owned Subsidiary incurred in the ordinary course of the
         Company's business as


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         conducted through its Subsidiaries or to employees incurred in the
         ordinary course of business and consisting of advances to pay
         reimbursable expenditures, (y) arising out of extensions of 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;"

         I-O. Section 6E(iii)(d)(1)(B) of each of the Outstanding Agreements is
hereby amended by inserting the word "unsecured" immediately preceding the
phrase "debt obligations of which".

         I-P. Clause (iii) of the proviso to Section 6E(v) of each of the
Outstanding Agreements is hereby amended by deleting the phrase "exceed
$3,000,000" and inserting in lieu thereof the following phrase "of determination
exceed 2% of Consolidated Net Tangible Assets (provided that the aggregate
amount of Investments permitted under this subclause (iii) shall not at any time
exceed $12,500,000)".

         I-Q. Section 6G(i) of each of the Outstanding Agreements is hereby
amended by inserting the phrase "and its Subsidiaries" immediately following the
phrase "less than the Consolidated Net Worth of the Company" in clauses
(b)(I)(x) and (c)(III)(x) thereof.

         I-R. Subsections (a), (b), (c) and (d) of Section 6G(iii) of each of
the Outstanding Agreements are hereby deleted in their entireties and the
following shall be substituted therefor:

         "(a) immediately after giving effect to such proposed disposition no
         Default or Event of Default shall exist and be continuing, satisfaction
         of this requirement to be set forth in reasonable detail in an
         Officer's Certificate delivered to each holder of a Note at the time of
         such transaction in the case of any Asset Sale involving assets that
         generate Consolidated EBITDA and involve consideration of $2,500,000 or
         more;

         (b) such sale or other disposition is for cash consideration or for
         consideration consisting of not less than 75% cash and not more than
         25% interest-bearing promissory notes; provided that the limitation
         described in this clause (b) shall not apply to any sale or other
         disposition generating less than $2,500,000 of Net Proceeds;

         (c) one of the following two conditions must be satisfied:

                  (I) (x) the aggregate Net Proceeds of all assets so disposed
                  of (whether or not leased back) over the immediately preceding
                  12-month period does not exceed $5,000,000 and (y) the
                  aggregate Net Proceeds of all assets so disposed of (whether
                  or not leased back) from the date of issue of the initial Note
                  under this Agreement through the date of such disposition does
                  not exceed $20,000,000; or


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                  (II) in the event that such Net Proceeds (less the amount
                  thereof previously applied in accordance with clause (x) of
                  this clause (c)(II)) exceeds the limitations determined
                  pursuant to clauses (x) and (y) of clause (c)(I) of this
                  Section 6G (such excess amount being herein called "Excess
                  Sale Proceeds"), the Company shall within 12 calendar months
                  of the date on which such Net Proceeds exceeded any such
                  limitation, cause an amount equal to such Excess Sale Proceeds
                  to be applied (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 of America or Canada in
                  the conduct of the Business, or (y) to the extent not applied
                  pursuant to the immediately preceding clause (x), to offer to
                  make prepayments on the Notes pursuant to Section 4C hereto
                  and, allocated on the basis specified for such prepayments in
                  the definition of Allocable Proceeds, to offer to repay other
                  Parity Debt (other than Indebtedness under Section 6B(ii) or
                  that by its terms does not permit such offer to be made); and

         (d) such sale or other proposed disposition shall be for fair value and
         in the best interests of the Company, satisfaction of this requirement
         to be certified in an Officer's Certificate delivered to the
         Noteholders in the case of any Asset Sale involving assets that
         generate Consolidated EBITDA and involve consideration of $2,500,000 or
         more."

         I-S. Section 6I(i)(b)(y) of each of the Outstanding Agreements is
hereby amended by inserting the phrase "or a Wholly-Owned Subsidiary of the
General Partner" immediately following the phrase "Capital Stock of which was
purchased by the General Partner".

         I-T. Section 7A(iii) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$2,000,000" and inserting in lieu thereof
the following amount of "$5,000,000".

         I-U. Section 7A(xi) of each of the Outstanding Agreements is hereby
amended by deleting the reference to "$2,000,000" and inserting in lieu thereof
the following amount of "$5,000,000".

         I-V. Section 7A(xv) of each of the Outstanding Agreements is hereby
amended by (x) deleting the phrase "on the Closing Date" and inserting in lieu
thereof the phrase "from time to time and in accordance with Section 6H" and (y)
inserting the phrase "or U.S. Propane" immediately following the phrase ", or
(b) Heritage".

         I-W. Section 8B of each of the Outstanding Agreements is hereby amended
by inserting the phrase "(or, if applicable, U.S. Propane)" immediately
following (i) the phrase "of the Company is Heritage" and (ii) the phrase
"partners other than Heritage".


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         I-X. Section 8C of each of the Outstanding Agreements is hereby amended
by inserting the phrase ", limited liability company" immediately following the
phrase "in good standing as a foreign corporation".

         I-Y. Section 8N of each of the Outstanding Agreements is hereby amended
by deleting the reference to "$2,000,000" and inserting in lieu thereof the
following amount of "$5,000,000".

         I-AA. Subsections (ii), (iii), (iv) and (v) of Section 8O of each of
the outstanding Agreements are hereby deleted in their entireties and the
following shall be substituted therefor:

                  "(ii) (a) There is no Hazardous Substance present at any of
         the real property currently owned or leased by the Company, any of its
         Subsidiaries or Heritage except to the extent that such presence could
         not reasonably be expected to have a Material Adverse Effect, and (b)
         to the knowledge of the Company, any of its Subsidiaries or Heritage,
         there was no Hazardous Substance present at any of the real property
         formerly owned or leased by the Company, any of its Subsidiaries or
         Heritage during the period of ownership or leasing by the Company, any
         of its Subsidiaries or Heritage except to the extent that such presence
         could not be reasonably expected to have a Material Adverse Effect; and
         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 Company, any of its
         Subsidiaries or Heritage, threatened release of a Hazardous Substance,
         or (y) any discharge or, to the knowledge of the Company, any of its
         Subsidiaries or Heritage, threatened discharge of any Hazardous
         Substance into the ground, surface or navigable waters which discharge
         or threatened discharge violates any federal, state, local or foreign
         laws, rules or regulations concerning water pollution, except to the
         extent that such release or discharge could not reasonably be expected
         to have a Material Adverse Effect.

                  (iii) None of the Company, any of its Subsidiaries or Heritage
         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 other than any such liabilities
         that could not reasonably be expected to have a Material Adverse
         Effect.

                  (iv) As of the date hereof: (a) 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 Company,
         any of its Subsidiaries or Heritage, and (b) to the knowledge of the
         Company, any of its Subsidiaries or Heritage, no such Lien was asserted
         with respect to any of the real property formerly owned or leased by
         Heritage during the period of ownership or leasing of the real property
         by such Person.


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                  (v) (a) 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 Company, any of its Subsidiaries or Heritage in violation
         of any Environmental Law, and (b) to the knowledge of the Company, any
         of its Subsidiaries or Heritage, 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 Heritage in violation of any Environmental Law during the
         period of ownership or leasing of such real property by such Person."

         I-BB. The definition of "Reinvestment Yield" set forth in Section 10A
of each of the Outstanding Agreements is hereby amended by deleting the phrase
""678" on the Telerate" and inserting in lieu thereof the phrase ""PX1" on the
Bloomberg Financial Markets" in each place it shall occur.

         I-CC. Section 10B of each of the Outstanding Agreements is hereby
amended by deleting the definitions of "Acquisition Facility," "Administrative
Agent," "Bi-State," "Business," "Business Day," "Contracted Dollar," "Credit
Agreement," "Current Management," "General Partner," "PUCHA" and "Revolving
Working Capital Facility," contained therein and inserting in lieu thereof the
following definitions in the appropriate alphabetical position:

                  ""Acquisition Facility" shall mean the acquisition revolving
         credit facility of the Company provided for in the Credit Agreement for
         the purpose of financing acquisitions and improvements and repairs in
         the aggregate principal amount not to exceed $50,000,000."

                  ""Administrative Agent" shall mean Bank of Oklahoma, National
         Association (as successor to The First National Bank of Boston), as
         administrative agent under the Credit Agreement, together with its
         successors as such Administrative Agent."

                  ""Bi-State" shall mean Bi-State Propane, a California limited
         partnership."

                  ""Business" shall mean the business of wholesale and retail
         sales, storage, transportation and distribution of propane gas,
         providing repair, installation and maintenance services for propane
         heating systems; the sale and distribution of propane-related supplies
         and equipment (including appliances); the generation, transportation,
         sale, distribution and marketing relating thereto of propane-powered
         fuel cells, or the power generated therefrom and equipment related
         thereto, and the marketing of natural gas to any then current propane
         user in such areas where the Company operates from time to time,
         provided, that, with respect to such marketing, the Company shall act
         only as a marketing agent for a natural gas utility and shall receive a
         fee or other compensation for such services provided."


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<PAGE>   9

                  ""Business Day" shall mean any day other than a Saturday, a
         Sunday or a day on which commercial banks in New York City and Tulsa,
         Oklahoma are required or authorized to be closed."

                  ""Contracted Dollar" shall mean the sum of: $50,000,000 (which
         is the aggregate principal amount permitted with respect to the
         Acquisition Facility and any Indebtedness incurred for any permitted
         purpose which replaces, extends, renews, refunds or refinances any such
         Indebtedness); and (b) $10,000,000 (which is the aggregate principal
         amount permitted with respect to Indebtedness owing to sellers in Asset
         Acquisitions (in addition to permitted Non-Compete Obligations))."

                  ""Credit Agreement" shall mean the First Amended and Restated
         Credit Agreement dated as of May 31, 1999 among the Company, the agents
         listed therein and the financial institutions which are or become
         parties from time to time thereto, evidencing the Acquisition Facility
         and the Revolving Working Capital Facility, as the same may be amended,
         supplemented or otherwise modified from time to time in accordance with
         the terms thereof and hereof."

                  ""Current Management" shall mean not less than any two of the
         following: James E. Bertelsmeyer, R. C. Mills, H. Michael Krimbill,
         Brad Atkinson or Larry Dagley, together with the heirs of, and trusts
         for the benefit of family members controlled by, any such executive
         manager."

                  "General Partner" shall mean Heritage (or, if applicable, U.S.
         Propane) in its capacity as general partner of the Company."

                  "PUHCA" shall have the meaning specified in Section 8T."

                  ""Revolving Working Capital Facility" shall mean the
         $50,000,000 revolving credit facility of the Company provided for in
         the Credit Agreement for working capital and other general partnership
         purposes not to exceed $50,000,000 aggregate principal amount at any
         time outstanding."

         I-BB. Section 10B of each of the Outstanding Agreements is hereby
amended by inserting the definitions of "Contribution Agreement," "U.S. Propane"
and "U.S. Propane Acquisition" in the appropriate alphabetical positions:

                  ""Contribution Agreement" shall mean the Contribution
         Agreement, dated June 15, 2000, by and among U.S. Propane, the Company
         and the Master Partnership, as in effect on August 10, 2000."

                  ""U.S. Propane" shall mean U.S. Propane L.P., a Delaware
         limited partnership."

                  ""U.S. Propane Acquisition" shall mean the acquisition by the
         Company of certain Subsidiaries of U.S. Propane in accordance with the
         Contribution Agreement and the other transactions contemplated
         thereby."


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<PAGE>   10

         I-CC. Each of the Outstanding Agreements is hereby amended to add the
form of Schedule 8W attached to this Fourth Amendment Agreement.

                                   ARTICLE II
                    AMENDMENTS TO OUTSTANDING 1996 AGREEMENT

         II-A. Section 8 of the Outstanding 1996 Agreement is hereby amended by
inserting the following sections immediately after Section 8U thereof:

                  "Section 8V. Certain Representations of Company and General
         Partner. The representations and warranties of the Company and the
         General Partner contained in the Financing Documents (other than this
         Agreement) and those otherwise made in writing by or on behalf of the
         Company or the General Partner pursuant to such Financing Documents
         were true and correct when made and shall continue to be true and
         correct (unless stated to relate to a specific earlier date, in which
         case such representations and warranties shall be true and correct as
         of such earlier date).

                  Section 8W. Labor Matters. Except as set forth in Schedule 8W,
         (i) neither the Company nor any of its Subsidiaries is a party to any
         collective bargaining agreement or other contracts with a labor union
         or labor organization; and (ii) to the knowledge of the Company, there
         is no (1) unfair labor practice, labor dispute (other than routine
         individual grievances) or labor arbitration proceeding pending or
         threatened against the Company or its Subsidiaries, which, in the
         aggregate, could reasonably be expected to have a Material Adverse
         Effect, (2) activity or proceeding by a labor union or representative
         thereof to organize any employees of the Company or any of its
         Subsidiaries, (3) lockout, strike, slowdown, work stoppage or threat
         thereof by or with respect to any such employees or (4) material
         dispute, grievance or litigation relating to labor matters involving
         any employee. Each of the Company and its Subsidiaries is in compliance
         with all Applicable Laws regarding employment, employment practices,
         terms and conditions of employment and wages, except for such
         noncompliance which, in the aggregate, could not reasonably be expected
         to have a Material Adverse Effect."

                                   ARTICLE III
                    AMENDMENTS TO OUTSTANDING 1997 AGREEMENT

         III-A. Section 4C(iv) of the Outstanding 1997 Agreement is hereby
amended by inserting the phrase "or 4C(ii)" immediately following the phrase
"pursuant to Section 4C(i)".

         III-B. Subsection (x) of Section 4E of the Outstanding 1997 Agreement
is hereby amended by deleting the phrase "Default nor an Event of Default" and
inserting in lieu thereof the phrase "Default, an Event of Default nor a Debt
Rating Event."


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<PAGE>   11

         III-C. Subsection (y) of Section 4E of the Outstanding 1997 Agreement
is hereby amended by deleting the phrase "Default or an Event of Default" and
inserting in lieu thereof the phrase "Default, an Event of Default or a Debt
Rating Event."

         III-D. Section 5A(xi) of the Outstanding 1997 Agreement is hereby
amended by deleting the reference to "3L" and inserting in lieu thereof the
reference to "3K".

         III-E. Section 6C(viii) of the Outstanding 1997 Agreement is hereby
amended to (x) insert the phrase "after June 25, 1996" immediately following the
phrase "(viii) Liens created" and (y) to delete the phrase "after the Initial
Closing Date" immediately following the phrase "constructed by the Company or
any of its Subsidiaries".

         III-F. Section 8U of the Outstanding 1997 Agreement is hereby amended
by inserting the phrase "except for the Amendment Agreement to the Intercreditor
Agreement dated as of October 15, 1999," immediately following the phrase "to
the best knowledge of the Company".

         III-G. Section 8V of the Outstanding 1997 Agreement is hereby amended
by inserting the phrase "and shall continue to be true and correct (unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date)" immediately
following the phrase "were true and correct when made".

         III-H. Section 8 of the Outstanding 1997 Agreement is hereby amended by
adding the following new Section 8W immediately following Section 8V thereof:

                  "Section 8W. Labor Matters. Except as set forth in Schedule
         8W, (i) neither the Company nor any of its Subsidiaries is a party to
         any collective bargaining agreement or other contracts with a labor
         union or labor organization; and (ii) to the knowledge of the Company,
         there is no (1) unfair labor practice, labor dispute (other than
         routine individual grievances) or labor arbitration proceeding pending
         or threatened against the Company or its Subsidiaries, which, in the
         aggregate, could reasonably be expected to have a Material Adverse
         Effect, (2) activity or proceeding by a labor union or representative
         thereof to organize any employees of the Company or any of its
         Subsidiaries, (3) lockout, strike, slowdown, work stoppage or threat
         thereof by or with respect to any such employees or (4) material
         dispute, grievance or litigation relating to labor matters involving
         any employee. Each of the Company and its Subsidiaries is in compliance
         with all Applicable Laws regarding employment, employment practices,
         terms and conditions of employment and wages, except for such
         noncompliance which, in the aggregate, could not reasonably be expected
         to have a Material Adverse Effect."

         III-I. Section 10B of the Outstanding 1997 Agreement is hereby amended
by inserting the definition of "Debt Rating Event" in the appropriate
alphabetical position:

                  ""Debt Rating Event" shall mean, as of any date of
         determination, (i) that the Notes or the 1996 Senior Secured Notes are
         rated less than BBB- by Fitch, Inc. (or comparably if the rating system
         is changed), and (ii) in the event


                                      -11-
<PAGE>   12

         that Fitch, Inc. shall no longer rate the Notes or the 1996 Senior
         Secured Notes, that the Notes or the 1996 Senior Secured Notes are no
         longer rated "2" or better by the National Association of Insurance
         Commissioners (NAIC)."

         III-J. The Outstanding 1997 Agreement is hereby amended to delete the
form of Schedule 6C attached thereto and insert in lieu thereof the form of
Schedule 6C attached to this Fourth Amendment.

                                   ARTICLE IV
                           CONDITIONS OF EFFECTIVENESS

         The effectiveness of this Fourth Amendment Agreement is subject to the
satisfaction of the following conditions:

                  (a) the Required Holders under each of the Outstanding
         Agreements shall have consented to this Fourth Amendment Agreement as
         evidenced by their execution thereof; and

                  (b) the requisite percentage of lenders under the Credit
         Agreement (the "Lenders") shall have agreed to all amendments necessary
         to effect this Fourth Amendment Agreement and a copy thereof shall have
         been provided to the holders of the Outstanding Notes. In the event the
         Company agrees that the Lenders or holders of any of the Outstanding
         Notes shall be granted any additional or more restrictive financial or
         negative covenants or events of default than the financial or negative
         covenants or events of default that are imposed on the Company under
         the Outstanding Agreements, as amended hereby, the Company agrees that
         the holders of all other Outstanding Notes shall also be granted such
         more restrictive covenants or events of defaults; and

                  (c) materials reasonably satisfactory to the holders of the
         Outstanding Notes shall have been delivered evidencing that the
         Proposed Reorganization has become effective.

                                    ARTICLE V
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         In order to induce the holders of the Notes to enter into this Fourth
Amendment Agreement, the Company represents and warrants that (a) no Default or
Event of Default has occurred and is continuing; and (b) after giving effect to
this Fourth Amendment Agreement, no Event of Default shall have occurred.

         The Company hereby agrees and covenants that within 10 Business Days
following the date that this Fourth Amendment Agreement becomes effective (i)
that it shall pay to each of the holders of the Outstanding Notes, an amendment
fee in an amount equal to .15% of the aggregate principal amount of the
Outstanding Notes held by such holder (the "Amendment Fee") and a Responsible
Officer of the Company shall have certified to each such holder that the Lenders
have received no amendment fees or other consideration greater than the
Amendment Fee and (ii) to the extent the Company has received a satisfactory
statement, that it shall pay all


                                      -12-
<PAGE>   13

reasonable fees and expenses of counsel to the holders of the Outstanding Notes
incurred in connection with this Fourth Amendment Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

         VI-A. If the foregoing is acceptable to you, kindly note your
acceptance in the space provided below and upon satisfaction of the conditions
to effectiveness set forth in Article IV above.

         VI-B. This Fourth Amendment Agreement may be executed by the parties
hereto individually, or in any combination of the parties hereto in several
counterparts, all of which taken together shall constitute one and the same
Fourth Amendment Agreement.

         VI-C. Except as amended hereby, all of the representations, warranties,
provisions, covenants, terms and conditions of the Outstanding Agreements shall
remain unaltered and in full force and effect and the Outstanding Agreements, as
amended hereby, are in all respects agreed to, ratified and confirmed by the
Company. The Company acknowledges and agrees that the granting of amendments
herein shall not be construed as establishing a course of conduct on the part of
the holders of the Outstanding Notes upon which the Company may rely at any time
in the future.

         VI-D. Upon the effectiveness of this Fourth Amendment Agreement, each
reference in each Outstanding Agreement and in other documents describing or
referencing such Outstanding Agreement to "this Agreement," "hereunder,"
"hereof," "herein," or words of like import referring to such Outstanding
Agreement, shall mean and be a referenced to such Outstanding Agreement as
amended hereby.


                                      -13-
<PAGE>   14

                                Very truly yours,

                                HERITAGE OPERATING, L.P.

                                   By: Heritage Holdings, Inc., General Partner


                                   By:
                                       -----------------------------------------
                                   Its:
                                        ----------------------------------------


                                      -14-
<PAGE>   15

         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.


JOHN HANCOCK LIFE INSURANCE COMPANY

By:
    --------------------------------
Its:
     -------------------------------


JOHN HANCOCK VARIABLE LIFE INSURANCE
COMPANY

By:
    --------------------------------
Its:
     -------------------------------


MELLON BANK, N.A., solely in its capacity as
Trustee for the Long Term Investment Trust
(as directed by John Hancock Financial Services,
Inc.), and not in its individual capacity

By:
    --------------------------------
Its:
     -------------------------------


THE NORTHERN TRUST COMPANY, solely in
its capacity as Trustee of the Lucent Technologies Inc.
Master Pension Trust, and not in its individual capacity

By:  John Hancock Life Insurance Company,
     as Investment Manager

By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   16



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY

By:
    --------------------------------
Its:
     -------------------------------


<PAGE>   17


         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

PRINCIPAL LIFE INSURANCE COMPANY
(fka Principal Mutual Life Insurance Company)

By:  Principal Capital Management, LLC,
     its authorized signatory

By:
    --------------------------------
Its:
     -------------------------------


By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   18



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

NEW YORK LIFE INSURANCE COMPANY

By:
    --------------------------------
Its:
     -------------------------------


NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION

By:  New York Life Insurance Company

By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   19



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA

By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   20



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

KEYPORT LIFE INSURANCE COMPANY

By:  Stein Roe & Farnham Incorporated, as Agent

By:
    -------------------------------------------
Its:
     ------------------------------------------




<PAGE>   21



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

J. ROMEO & CO.

By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   22



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

PACIFIC LIFE INSURANCE COMPANY
(formerly Pacific Mutual Life Insurance Company)

By:
    --------------------------------
Its:
     -------------------------------


By:
    --------------------------------
Its:
     -------------------------------


PACIFIC LIFE INSURANCE COMPANY

By:
    --------------------------------
Its:
     -------------------------------


By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   23



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY

By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   24



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

RELIASTAR LIFE INSURANCE COMPANY

By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   25



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

PROTECTIVE LIFE INSURANCE COMPANY
(f/k/a Wisconsin National Life Insurance Company)

By:
    --------------------------------------------
Its:
     -------------------------------------------




<PAGE>   26



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

COLUMBIA UNIVERSAL LIFE INSURANCE
COMPANY

By:
    --------------------------------
Its:
     -------------------------------


By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   27



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

ALLSTATE LIFE INSURANCE COMPANY

By:
    --------------------------------
Its:
     -------------------------------


By:
    --------------------------------
Its:
     -------------------------------




<PAGE>   28



         The foregoing Fourth Amendment Agreement and the amendments referred to
therein are hereby accepted and agree to as of August 10, 2000, and the
undersigned hereby confirms that on August 10, 2000 it held the aggregate
principal amount of Outstanding Notes of the Company set forth on Schedule 1
hereto and that on the date of execution hereof it continues to hold such
Outstanding Notes.

JEFFERSON PILOT FINANCIAL INSURANCE
COMPANY
(fka Chubb Life Insurance Company of America)

By:
    ----------------------------------------
Its:
     ---------------------------------------





<PAGE>   29



                                   SCHEDULE 1


<TABLE>
<CAPTION>
                                                                                    PRINCIPAL AMOUNT AND
                                                                                    SERIES OF OUTSTANDING
                NAME OF HOLDER                                                        NOTES HELD AS OF
             OF OUTSTANDING NOTES                                                      AUGUST 10, 2000
             --------------------                                                 ------------------------
<S>                                                                               <C>
John Hancock Life Insurance Company                                                $13,000,000  1996 Notes

John Hancock Life Insurance Company                                                 $8,000,000  1996 Notes

John Hancock Variable Life Insurance Company                                        $1,000,000  1996 Notes

Mellon Bank, N.A., Trustee for the Long-Term                                          $960,000  1996 Notes
Investment Trust (as directed by John Hancock
   Life Insurance Company)

The Northern Trust Company, as Trustee                                              $2,040,000  1996 Notes
   of the Lucent Technologies, Inc. Master
   Pension Trust

Massachusetts Mutual Life Insurance Company                                       $15,000,0000  1996 Notes

Principal Life Insurance Company (f/k/a                                            $15,000,000  1996 Notes
   Principal Mutual Life Insurance Company)

New York Life Insurance Company                                                    $12,500,000  1996 Notes

Teachers Insurance and Annuity Association of America                              $12,500,000  1996 Notes

Keyport Life Insurance Company                                                    $10,000,0000  1996 Notes

J. Romeo & Co.                                                                     $3,500,0000  1996 Notes

J. Romeo & Co.                                                                     $4,000,0000  1996 Notes

Pacific Life Insurance Company (f/k/a Pacific                                       $5,500,000  1996 Notes
   Mutual Life Insurance Company)

Phoenix Home Life Mutual Insurance Company                                          $5,000,000  1996 Notes

ReliaStar Life Insurance Company                                                    $5,000,000  1996 Notes

Columbia Universal Life Insurance Company                                           $2,000,000  1996 Notes
</TABLE>


<PAGE>   30

<TABLE>
<S>                                                                                 <C>
Allstate Life Insurance Company                                                     $2,000,000  1996 Notes

Protective Life Insurance Company (f/k/a                                            $3,000,000  1996 Notes
   Wisconsin National Life Insurance Company)

Pacific Life Insurance Company                                                     $12,000,000  Series A Notes

Pacific Life Insurance Company                                                      $8,000,000  Series B Notes

New York Life Insurance Company                                                     $5,000,000  Series B Notes

New York Life Insurance and                                                         $7,000,000  Series B Notes
   Annuity Corporation

Allstate Life Insurance Company                                                     $4,285,714.29  Series C Notes

Chubb Life Insurance Company                                                        $5,000,000  Series D Notes
   of America

J. Romeo & Co.                                                                      $5,000,000  Series E Notes
</TABLE>


<PAGE>   31


                                   SCHEDULE 6C

                                      LIENS

                                      None.



<PAGE>   32



                                   SCHEDULE 8W

                                  LABOR MATTERS

1.       Collective Bargaining Agreement between PNG Propane Company and Green's
         Fuel Company, Divisions of Piedmont Natural Gas Company, Inc. and Local
         1902, International Brotherhood of Electrical Workers.

2.       Labor Agreement between Peoples Gas and International Brotherhood of
         Electrical Workers, Local 2072, of Miami, Lakeland, Daytona Beach and
         Eustis, Florida.

Upon consummation of the U.S. Propane Acquisition, the Company believes that
neither it nor Subsidiaries will be subject to the above referenced Agreements.



</TEXT>
</DOCUMENT>
