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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002

                         Commission file number 1-13692
                       Commission file number 33-92734-01
                       Commission file number 333-72986-02
                       Commission file number 333-72986-01

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                          AMERIGAS EAGLE FINANCE CORP.
                             AP EAGLE FINANCE CORP.
           (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

          Delaware                                      23-2787918
          Delaware                                      23-2800532
          Delaware                                      23-3074434
          Delaware                                      23-3077318

(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                 460 North Gulph Road, King of Prussia, PA 19406
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                                 (610) 337-7000
              (REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                      NAME OF EACH EXCHANGE
       TITLE OF CLASS                                  ON WHICH REGISTERED

Common Units representing                          New York Stock Exchange, Inc.
 limited partner interests

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:        None

INDICATE BY CHECK MARK WHETHER EACH REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES |X|. NO | |.

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. |X|

The aggregate market value of AmeriGas Partners, L.P. Common Units held by
nonaffiliates of AmeriGas Partners, L.P. on November 29, 2002 was approximately
$534,890,779. At November 29, 2002, there were outstanding 49,432,358 Common
Units representing limited partner interests.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 2002 are incorporated by
reference in Part II of this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No | |

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                                TABLE OF CONTENTS

                                                                                                  PAGE
                                                                                                  ----
                                                                                               
PART I:            BUSINESS.....................................................................    1

         Items 1.  Business.....................................................................    1

         Item 2.   Properties...................................................................    9

         Item 3.   Legal Proceedings............................................................   10

         Item 4.   Submission of Matters to a Vote of Security Holders..........................   10

PART II:           SECURITIES AND FINANCIAL INFORMATION.........................................   11

         Item 5.   Market for Registrant's Common Units and Related Security Holder Matters.....   11

         Item 6.   Selected Financial Data......................................................   13

         Item 7.   Management's Discussion and Analysis of Financial Condition and Results of
                   Operations...................................................................   14

         Item 7a.  Quantitative and Qualitative Disclosures About Market Risk...................   26

         Item 8.   Financial Statements and Supplementary Data..................................   26

         Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial
                   Disclosure...................................................................   26

PART III:          MANAGEMENT AND SECURITY HOLDERS..............................................   27

         Item 10.  Directors and Executive Officers of the General Partner......................   27

         Item 11.  Executive Compensation.......................................................   31

         Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related
                   Security Holder Matters......................................................   41

         Item 13.  Certain Relationships and Related Transactions...............................   45

                                      (i)

                                                                                                
         Item 14.  Controls and Procedures......................................................   46

PART IV:           ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS...................................   47

         Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............   47

                   Signatures...................................................................   57

                   Certifications...............................................................   62

                   Index to Financial Statements and Financial Statement Schedules..............  F-2

                                      (ii)

PART I: BUSINESS

ITEMS 1. BUSINESS

GENERAL

      AmeriGas Partners, L.P. ("AmeriGas Partners" or the "Partnership") is a
publicly traded limited partnership formed under Delaware law on November 2,
1994. We became the largest retail propane distributor in the United States,
based on retail sales volume, upon completion of the acquisition of the Columbia
Propane businesses described below. We serve approximately 1.2 million
residential, commercial, industrial, agricultural and motor fuel customers from
approximately 650 district locations in 46 states.

      We conduct our business principally through our subsidiary, AmeriGas
Propane, L.P. ("AmeriGas OLP") and its subsidiary, AmeriGas Eagle Propane, L.P.
("Eagle OLP" and together with AmeriGas OLP, the "Operating Partnership"), both
Delaware limited partnerships. Eagle OLP has a less-than-one percent minority
limited partner. Our common units ("Common Units"), which represent limited
partner interests, are traded on the New York Stock Exchange under the symbol
"APU." Our executive offices are located at 460 North Gulph Road, King of
Prussia, Pennsylvania 19406, and our telephone number is (610) 337-7000. In this
report, the terms "Partnership" and "AmeriGas Partners," as well as the terms
"our," "we," and "its," are used sometimes as abbreviated references to AmeriGas
Partners, L.P. itself or AmeriGas Partners, L.P. and its consolidated
subsidiaries, including the Operating Partnership.

      AmeriGas Propane, Inc. is our general partner (the "General Partner"). The
General Partner is a wholly owned subsidiary of UGI Corporation ("UGI"), a
public company listed on the New York Stock Exchange and the Philadelphia Stock
Exchange. Through various subsidiaries, UGI has been in the propane distribution
business for over 40 years. The General Partner and its subsidiary Petrolane
Incorporated have a majority ownership interest in the Partnership. See Note 1
to the Partnership's Consolidated Financial Statements. The General Partner is
responsible for managing our operations.

      We have three co-registrants: AmeriGas Finance Corp., formed on March 13,
1995; AmeriGas Eagle Finance Corp., formed on February 22, 2001; and AP Eagle
Finance Corp., formed on April 12, 2001 (each, a "Finance Corp." and together
the "Finance Corp."). Each Finance Corp. serves as co-obligor for one of our
series of senior notes. Each Finance Corp. has nominal assets and conducts no
business operations. Accordingly, this report contains no discussion of the
results of operations, liquidity or capital resources of any Finance Corp. The
Finance Corp. executive offices are located at 460 North Gulph Road, King of
Prussia, Pennsylvania 19406; telephone number (610) 337-7000.

                                      -1-

BUSINESS STRATEGY

      Our strategy is to increase market share through acquisitions and internal
growth, leverage our national and local economies of scale, and achieve
operating efficiencies through business process improvements. We regularly
consider and evaluate opportunities for growth through the acquisition of local,
regional and national propane distributors. Acquisitions are an important part
of our strategy, because the demand for propane is expected to remain relatively
constant for the foreseeable future, with year-to-year industry volumes being
affected primarily by weather patterns. We may choose to finance future
acquisitions with debt, equity, cash or a combination of the three. We compete
for acquisitions with others engaged in the propane distribution business.
Although we believe there are numerous potential acquisition candidates in the
industry, there can be no assurance that we will find attractive candidates in
the future, or that we will be able to acquire such candidates on economically
acceptable terms. Internal growth will be provided in part from expansion of our
PPX Prefilled Propane Xchange(R) and national accounts programs. In addition, we
believe opportunities exist to grow our business internally through sales and
marketing programs designed to attract and retain customers.

COLUMBIA PROPANE ACQUISITION

      On August 21, 2001, AmeriGas Propane, L.P. acquired the propane
distribution businesses of Columbia Energy Group. These businesses were
conducted through Columbia Propane Corporation and its 99% owned subsidiary,
Columbia Propane, L.P. Prior to the acquisition, Columbia Propane, based in
Richmond, Virginia, was the seventh largest retail propane marketer in the
United States, selling approximately 308 million gallons annually from 186
locations in 29 states. Following the acquisition, Columbia Propane, L.P.
changed its name to AmeriGas Eagle Propane, L.P. and Columbia Propane
Corporation changed its name to AmeriGas Eagle Propane, Inc. Both entities do
business under the trade name AmeriGas(R). AmeriGas OLP and the General Partner
own more than 99% of Eagle OLP and an unaffiliated third party retains the
remaining interest. See Note 3 to the Partnership's Consolidated Financial
Statements.

GENERAL INDUSTRY INFORMATION

      Propane is separated from crude oil during the refining process and also
extracted from natural gas or oil wellhead gas at processing plants. Propane is
normally transported and stored in a liquid state under moderate pressure or
refrigeration for economy and ease of handling in shipping and distribution.
When the pressure is released or the temperature is increased, it is usable as a
flammable gas. Propane is colorless and odorless; an odorant is added to allow
its detection. Propane is clean burning, producing negligible amounts of
pollutants when properly consumed.

      The primary customers for propane are residential, commercial,
agricultural, motor fuel and industrial users to whom natural gas is not readily
available. Propane is typically more

                                      -2-

expensive than natural gas, competitive with fuel oil when operating
efficiencies are taken into account and, in most areas, cheaper than electricity
on an equivalent energy basis.

PRODUCTS, SERVICES AND MARKETING

      As of September 30, 2002, the Partnership distributed propane to
approximately 1.2 million customers from approximately 650 district locations in
46 states. The Partnership also sells, installs and services propane appliances,
including heating systems. In certain markets, the Partnership also installs and
services propane fuel systems for motor vehicles. Typically, district locations
are found in suburban and rural areas where natural gas is not available.
Districts generally consist of an office, appliance showroom, warehouse and
service facilities, with one or more 18,000 to 30,000 gallon storage tanks on
the premises. As part of its overall transportation and distribution
infrastructure, the Partnership operates as an interstate carrier in 48 states
throughout the United States. It is also licensed as a carrier in Canada.

      The Partnership sells propane primarily to five markets: residential,
commercial/industrial, motor fuel, agricultural and wholesale. Approximately 79%
of the Partnership's fiscal year 2002 sales (based on gallons sold) were to
retail accounts and approximately 21% were to wholesale customers. Sales to
residential customers in fiscal 2002 represented approximately 41% of retail
gallons sold; industrial/commercial customers 38%; motor fuel customers 13%; and
agricultural customers 8%. Residential customers represented 52% of the
Partnership's total propane margin. No single customer accounts for 5% or more
of the Partnership's consolidated revenues.

      In the residential market, which includes both conventional and
manufactured housing, propane is used primarily for home heating, water heating
and cooking purposes. Commercial users, which include motels, hotels,
restaurants and retail stores, generally use propane for the same purposes as
residential customers. The Partnership continues to expand its PPX(R) program.
At September 30, 2002, PPX(R) was available at approximately 15,600 retail
locations throughout the country. Industrial customers use propane to fire
furnaces, as a cutting gas and in other process applications. Other industrial
customers are large-scale heating accounts and local gas utility customers who
use propane as a supplemental fuel to meet peak load deliverability
requirements. As a motor fuel, propane is burned in internal combustion engines
that power over-the-road vehicles, forklifts and stationary engines.
Agricultural uses include tobacco curing, chicken brooding and crop drying. In
its wholesale operations, the Partnership principally sells propane to large
industrial end-users and other propane distributors.

      The PPX Prefilled Propane Xchange program ("PPX(R)") enables consumers to
exchange their empty 20-pound propane grill cylinders for filled cylinders at
various retail locations such as home centers and grocery and convenience
stores. During fiscal year 2002, the Partnership introduced PPX(R) Plus. PPX(R)
Plus cylinders are equipped with a special overfill protection devIce ("OPD")
required by the National Fire Protection Association ("NFPA"). Sales of our
PPX(R) Plus grill cylinders to retailers are included in the
commercial/industrial market.

                                      -3-

      Retail deliveries of propane are usually made to customers by means of
bobtail and rack trucks. Propane is pumped from the bobtail truck, which
generally holds 2,400 to 3,000 gallons of propane, into a stationary storage
tank on the customer's premises. The Partnership owns most of these storage
tanks and leases them to its customers. The capacity of these tanks ranges from
approximately 100 gallons to approximately 1,200 gallons.

      The Partnership also delivers propane to retail customers in portable
cylinders with capacities of 4 to 24 gallons. Some of these deliveries are made
to the customer's location, where empty cylinders are either picked up for
replenishment or filled in place.

PROPANE SUPPLY AND STORAGE

      The Partnership has over 200 domestic and international sources of supply,
including the spot market. Supplies of propane from the Partnership's sources
historically have been readily available. During the year ended September 30,
2002, over 90% of the Partnership's propane supply was purchased under supply
agreements with terms of 1 to 3 years. Approximately 80% of the volume purchased
under those agreements was from 10 suppliers, including Dynegy Midstream
Services (approximately 21%); Enterprise Products Operating LP and its affiliate
Canadian Enterprises Gas Products Ltd. (approximately 20%); and BP Products
North America Inc. and its affiliate BP Marketing Inc. (approximately 15%). The
availability of propane supply is dependent upon, among other things, the
severity of winter weather and the price and availability of competing fuels
such as natural gas and crude oil. Although no assurance can be given that
supplies of propane will be readily available in the future, management
currently expects to be able to secure adequate supplies during fiscal year
2003. If supply from major sources were interrupted, however, the cost of
procuring replacement supplies and transporting those supplies from alternative
locations might be materially higher and, at least on a short-term basis,
margins could be affected. Aside from Dynegy, Enterprise Products and BP, no
single supplier provided more than 10% of the Partnership's total propane supply
in fiscal year 2002. In certain market areas, however, some suppliers provide
70% to 80% of the Partnership's requirements. Disruptions in supply in these
areas could also have an adverse impact on the Partnership's margins.

       During fiscal year 2002, 90% of the Partnership's supply contracts
provided for pricing based upon posted prices at the time of delivery or index
formulas based on the current prices established at major storage points such as
Mont Belvieu, Texas, or Conway, Kansas. In addition, some agreements provided
maximum and minimum seasonal purchase volume guidelines. The percentage of
contract purchases, and the amount of supply contracted for at fixed prices,
will vary from year to year as determined by the General Partner. The
Partnership uses a number of interstate pipelines, as well as railroad tank
cars, delivery trucks and barges, to transport propane from suppliers to storage
and distribution facilities. The Partnership stores propane at facilities in
Arizona, Pennsylvania, Virginia and several other states.

                                      -4-

      Because the Partnership's profitability is sensitive to changes in
wholesale propane costs, the Partnership generally seeks to pass on increases in
the cost of propane to customers. There is no assurance, however, that the
Partnership will always be able to pass on product cost increases fully,
particularly when product costs rise rapidly. Product cost increases can be
triggered by periods of severe cold weather, supply interruptions, or other
unforeseen events. The General Partner has adopted supply acquisition and
product price risk management practices to reduce the effect of price volatility
on product costs. These practices currently include the use of summer storage,
forward purchases and derivative commodity instruments such as options and
propane price swaps. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk Disclosures."

      The following graph shows the average prices of propane on the propane
spot market during the last six fiscal years at Mont Belvieu, Texas and Conway,
Kansas, two major storage areas.

                       AVERAGE PROPANE SPOT MARKET PRICES

                 Mont Belvieu   Conway
                          
       Oct-96       51.57       51.53
       Dec-96       61.04       84.29
       Feb-97       38.71       39.02
       Apr-97       34.88       35.26
       Jun-97       34.43       35.86
       Aug-97       37.03       36.53
       Oct-97       39.83       37.32
       Dec-97       33.57       31.36
       Feb-98       29.79       28.32
       Apr-98       29.06       29.47
       Jun-98       24.42       24.84
       Aug-98       24.12       23.87
       Oct-98       25.72       24.57
       Dec-98       20.89       18.72
       Feb-99       22.43       20.58
       Apr-99       28.26       27.58
       Jun-99       30.95       28.68
       Aug-99       40.51       37.56
       Oct-99       45.46       43.39
       Dec-99       42.83       35.10
       Feb-00       59.72       47.26
       Apr-00       46.88       43.64
       Jun-00       55.47       56.22
       Aug-00       58.54       63.52
       Oct-00       61.82       64.05
       Dec-00       77.63       79.75
       Feb-01       59.39       63.03
       Apr-01       54.37       60.26
       Jun-01       43.17       47.70
       Aug-01       41.54       45.71
       Oct-01       39.48       44.19
       Dec-01       30.43       30.34
       Feb-02       31.20       27.92
       Apr-02       41.52       40.07
       Jun-02       37.51       35.25
       Aug-02       41.49       41.53

COMPETITION

      Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. Propane distributors compete for customers
against suppliers of electricity, fuel oil and natural gas, principally on the
basis of price, service, availability and portability. Electricity is a major
competitor of propane, but propane generally enjoys a

                                      -5-

competitive price advantage over electricity for space heating, water heating
and cooking. Fuel oil is also a major competitor of propane and is generally
less expensive than propane. Operating efficiencies and other factors such as
air quality and environmental advantages, however, generally make propane
competitive with fuel oil as a heating source. Furnaces and appliances that burn
propane will not operate on fuel oil, and vice versa, and, therefore, a
conversion from one fuel to the other requires the installation of new
equipment. Propane serves as an alternative to natural gas in rural and suburban
areas where natural gas is unavailable or portability of product is required.
Natural gas is generally a less expensive source of energy than propane,
although in areas where natural gas is available, propane is used for certain
industrial and commercial applications and as a standby fuel during
interruptions in natural gas service. The gradual expansion of the nation's
natural gas distribution systems has resulted in the availability of natural gas
in some areas that previously depended upon propane. However, natural gas
pipelines are not present in many regions of the country where propane is sold
for heating and cooking purposes.

      The retail propane industry is mature, with only modest growth in total
demand for the product foreseen. Given this limited growth, we expect that
year-to-year industry volumes will be principally affected by weather patterns.
Therefore, the Partnership's ability to grow within the industry is dependent on
its ability to acquire other retail distributors and to achieve internal growth,
which includes expansion of the PPX(R) program (through which consumers can
exchange an empty propane grill cylinder for a filled one) and national accounts
program (through which the Partnership encourages large, multi-location propane
users to enter into a supply agreement with it rather than with many small
suppliers), as well as the success of its sales and marketing programs designed
to attract and retain customers. The failure of the Partnership to retain and
grow its customer base would have an adverse effect on its results.

      The domestic propane retail distribution business is highly competitive.
The Partnership competes in this business with other large propane marketers,
including other full-service marketers, and thousands of small independent
operators. In recent years, some rural electric cooperatives and fuel oil
distributors have expanded their businesses to include propane distribution and
the Partnership competes with them as well. The ability to compete effectively
depends on providing customer service, maintaining competitive retail prices and
controlling operating expenses.

      Based on the most recent annual survey by the American Petroleum
Institute, the 2001 domestic retail market for propane (annual sales for other
than chemical uses) was approximately 11.4 billion gallons and, based on LP-GAS
magazine rankings, 2001 sales volume of the ten largest propane companies
(including AmeriGas Partners) represented approximately 38% of domestic retail
sales. Management believes the Partnership's 2002 retail volume represents
approximately 10% of the domestic retail market.

      In the motor fuel market, propane competes with gasoline and diesel fuel.
When gasoline prices are high relative to propane, propane competes effectively.
Wholesale propane distribution is a highly competitive, low margin business.
Propane sales to other retail distributors and large-

                                      -6-

volume, direct-shipment industrial end users are price sensitive and frequently
involve a competitive bidding process.

TRADE NAMES, TRADE AND SERVICE MARKS

      The Partnership markets propane principally under the "AmeriGas(R),"
"America's Propane Company(R)" and "PPX Prefilled Propane Xchange(R)" trade
names and related service marks. UGI owns, directly or indirectly, all the
right, title and interest in the "AmeriGas" and related trade and service marks.
The General Partner owns all right, title and interest in the "America's Propane
Company" and "PPX Prefilled Propane Xchange" trade names and related service
marks. The Partnership has an exclusive (except for use by UGI, AmeriGas, Inc.
and the General Partner), royalty-free license to use these names and trade and
service marks. UGI and the General Partner each have the option to terminate its
respective license agreement (on 12 months prior notice in the case of UGI),
without penalty, if the General Partner is removed as general partner of the
Partnership other than for cause. If the General Partner ceases to serve as the
general partner of the Partnership for cause, the General Partner has the option
to terminate its license agreement upon payment of a fee equal to the fair
market value of the licensed trade names. UGI has a similar termination option,
however, UGI must provide 12 months prior notice in addition to paying the fee.

SEASONALITY

      Because many customers use propane for heating purposes, the Partnership's
retail sales volume is seasonal, with approximately 57% of the Partnership's
fiscal year 2002 retail sales volume and approximately 78% of its earnings
before interest expense, income taxes, depreciation and amortization occurring
during the five-month peak heating season from November through March. As a
result of this seasonality, sales are concentrated in the Partnership's first
and second fiscal quarters (October 1 through March 31). Cash receipts are
greatest during the second and third fiscal quarters when customers pay for
propane purchased during the winter heating season.

      Sales volume for the Partnership traditionally fluctuates from
year-to-year in response to variations in weather, prices, competition, customer
mix and other factors, such as conservation efforts and general economic
conditions. For historical information on national weather statistics, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

GOVERNMENT REGULATION

      The Partnership is subject to various federal, state and local
environmental, safety and transportation laws and regulations governing the
storage, distribution and transportation of propane. These laws include, among
others, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA" or, the
"Superfund Law"), the Clean Air Act, the Occupational Safety and Health Act, the
Emergency Planning and Community Right to Know Act, the Clean Water Act and
comparable state statutes.

                                      -7-

CERCLA imposes joint and several liability on certain classes of persons
considered to have contributed to the release or threatened release of a
"hazardous substance" into the environment without regard to fault or the
legality of the original conduct. Propane is not a hazardous substance within
the meaning of federal and state environmental laws. However, the Partnership
owns and operates real property where such hazardous substances may exist. See
Notes 1 and 13 to the Company's Consolidated Financial Statements.

      All states in which the Partnership operates have adopted fire safety
codes that regulate the storage and distribution of propane. In some states
these laws are administered by state agencies, and in others they are
administered on a municipal level. The Partnership conducts training programs to
help ensure that its operations are in compliance with applicable governmental
regulations. With respect to general operations, NFPA Pamphlets No. 54 and No.
58, which establish a set of rules and procedures governing the safe handling of
propane, or comparable regulations, have been adopted as the industry standard
in a majority of the states in which the Partnership operates. Effective April
1, 2002, NFPA Pamphlet No. 58 requires portable propane cylinders to be equipped
with OPD. Although NFPA 58 has not yet been adopted in all states, the
Partnership complies with the OPD requirements throughout the United States. The
Partnership maintains various permits under environmental laws that are
necessary to operate certain of its facilities, some of which may be material to
the operations of the Partnership. Management believes that the procedures
currently in effect at all of its facilities for the handling, storage and
distribution of propane are consistent with industry standards and are in
compliance in all material respects with applicable environmental, health and
safety laws.

      With respect to the transportation of propane by truck, the Partnership is
subject to regulations promulgated under the Federal Motor Carrier Safety Act.
These regulations cover the transportation of hazardous materials and are
administered by the United States Department of Transportation ("DOT"). The
Natural Gas Safety Act of 1968 required the DOT to develop and enforce minimum
safety regulations for the transportation of gases by pipeline. The DOT's
pipeline safety code applies to, among other things, a propane gas system which
supplies 10 or more customers from a single source and a propane gas system any
portion of which is located in a public place. The code requires operators of
all gas systems to provide training and written instructions for employees,
establish written procedures to minimize the hazards resulting from gas pipeline
emergencies, and keep records of inspections and testing.

                                      -8-

EMPLOYEES

            The Partnership does not directly employ any persons responsible for
managing or operating the Partnership. The General Partner provides these
services and is reimbursed for its direct and indirect costs and expenses,
including all compensation and benefit costs. At September 30, 2002, the General
Partner had approximately 6,300 employees, including approximately 300 temporary
and part-time employees, working on behalf of the Partnership. UGI also performs
certain financial and administrative services for the General Partner on behalf
of the Partnership and is reimbursed by the Partnership for its direct and
indirect costs and expenses.

ITEM 2. PROPERTIES

      As of September 30, 2002, the Partnership owned approximately 84% of its
district locations. In addition, the Partnership subleases three one-million
barrel underground storage caverns in Arizona to store propane and butane for
itself and third parties. The Partnership also owns a 600,000 barrel
refrigerated, above-ground storage facility located on leased property in
California, which could be used in connection with waterborne imports or exports
of propane or butane. The California facility, which the Partnership operates,
is currently leased to several refiners for the storage of butane. In Virginia,
the Partnership has a 50% indirect equity interest in a 476,000 barrel
refrigerated, above-ground import terminal.

      The transportation of propane requires specialized equipment. The trucks
and railroad tank cars utilized for this purpose carry specialized steel tanks
that maintain the propane in a liquefied state. As of September 30, 2002, the
Partnership operated a transportation fleet with the following assets:

          QUANTITY & EQUIPMENT TYPE                             % OWNED          % LEASED
                                                                        
            478      Trailers                                     70                30
            162      Tractors                                     42                58
            160      Railroad tank cars                            0               100
          3,192      Bobtail trucks                               32                68
            555      Rack trucks                                  33                67
          2,505      Service and delivery trucks                  34                66

Other assets owned at September 30, 2002 included approximately 1.3 million
stationary storage tanks with typical capacities of 100 to 1,000 gallons and
approximately 1.8 million portable propane cylinders with typical capacities of
4 to 100 gallons. The Partnership also owned approximately 8,800 large volume
tanks which are used for its own storage requirements.

                                      -9-

AmeriGas OLP has debt secured by liens and mortgages on its real and personal
property. AmeriGas OLP owns approximately 67% of the Partnership's property,
plant and equipment.

ITEM 3. LEGAL PROCEEDINGS

      There are no material legal proceedings pending involving the Partnership,
any of its subsidiaries or any of their properties, and no such proceedings are
known to be contemplated by governmental authorities other than claims arising
in the ordinary course of the Partnership's business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted to a vote of security holders during the last
fiscal quarter of the 2002 fiscal year.

                                      -10-

PART II: SECURITIES AND FINANCIAL INFORMATION

ITEM 5. MARKET FOR REGISTRANT'S COMMON UNITS AND RELATED SECURITY HOLDER MATTERS

      Each Common Unit represents a limited partner interest in the Partnership.
Common Units are listed on the New York Stock Exchange, which is the principal
trading market for such securities, under the symbol "APU." The following table
sets forth, for the periods indicated, the high and low sale prices per Common
Unit, as reported on the New York Stock Exchange ("NYSE") Composite Transactions
tape, and the amount of cash distributions paid per Common Unit.

                                                             PRICE RANGE                              CASH
2002 FISCAL YEAR                                        HIGH              LOW                     DISTRIBUTION
                                                                                         
Fourth Quarter                                        $23.7900          $17.1100                     $0.55
Third Quarter                                          23.8500           21.3200                      0.55
Second Quarter                                         22.7400           19.3600                      0.55
First Quarter                                          25.3500           21.4000                      0.55

                                                             PRICE RANGE                              CASH
2001 FISCAL YEAR                                        HIGH              LOW                     DISTRIBUTION
                                                                                         
Fourth Quarter                                        $24.7500          $18.0500                     $0.55
Third Quarter                                          24.5000           20.0500                      0.55
Second Quarter                                         21.0000           16.6250                      0.55
First Quarter                                          19.5000           15.0625                      0.55

      As of November 29, 2002, there were 1,541 record holders of the
Partnership's Common Units. Effective November 18, 2002, the Partnership's
subordinated units, representing limited partner interests, were converted to
Common Units.

      The Partnership makes quarterly distributions to its partners in an
aggregate amount equal to its Available Cash, as defined in the Amended and
Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., which is
filed as an exhibit to this report. Available Cash generally means, with respect
to any fiscal quarter of the Partnership, all cash on hand at the end of such
quarter, plus all additional cash on hand as of the date of determination
resulting from borrowings subsequent to the end of such quarter, less the amount
of cash reserves established by the General Partner in its reasonable discretion
for future cash requirements. Certain reserves are maintained to provide for the
payment of principal and interest under the terms of the Partnership's debt
agreements and other reserves may be maintained to provide for the proper

                                      -11-

conduct of the Partnership's business, and to provide funds for distribution
during the next four fiscal quarters. The information concerning restrictions on
distributions required by Item 5 of this report is incorporated herein by
reference to Notes 5 and 6 to the Partnership's Consolidated Financial
Statements which are incorporated herein by reference. Prior to the termination
of the subordination period effective November 18, 2002, Distributions of
Available Cash to the General Partner on its subordinated units, representing
limited partner interests ("Subordinated Units") were subject to the prior
rights of holders of the Common Units to receive the Minimum Quarterly
Distribution ("MQD") for each quarter during the subordination period, and to
receive any arrearages in the distribution of the MQD on the Common Units for
prior quarters during the subordination period. In December 2002, the General
Partner determined that the cash-based performance and distribution requirements
for termination of the subordination period were achieved in respect of the
quarter ended September 30, 2002. As a result, effective November 18, 2002, the
subordinated units held by the General Partner were converted to Common Units.
See Note 17 to the Partnership's Consolidated Financial Statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

                                      -12-

ITEM  6.  SELECTED FINANCIAL DATA (a)

                                                                                      Year Ended
                                                                                     September 30,
                                                         -------------------------------------------------------------------------
                                                            2002             2001            2000           1999          1998
                                                         -----------      -----------     -----------    -----------   -----------
                                                                         (Thousands of dollars, except per unit)
                                                                                                        
FOR THE PERIOD:
INCOME STATEMENT DATA:
      Revenues                                           $ 1,307,880      $ 1,418,364     $ 1,120,056     $  872,535    $  914,378
      Income before accounting changes                   $    55,366      $    53,015     $    15,196     $   25,635    $   21,402
      Cumulative effect of accounting changes (b)                  -           12,494               -              -             -
                                                         -----------      -----------     -----------     ----------    ----------
      Net income (c) (d)                                 $    55,366      $    65,509     $    15,196     $   25,635    $   21,402
                                                         ===========      ===========     ===========     ==========    ==========
      Limited partners' interest
         in net income                                   $    54,812      $    64,854     $    15,044     $   25,379    $   21,188
      Income per limited partner
         unit - basic and diluted:
         Income before accounting changes                $      1.12      $      1.18     $      0.36     $     0.61    $     0.51
         Cumulative effect of accounting changes                   -             0.28               -              -             -
                                                         -----------      -----------     -----------     ----------    ----------
         Net income (c) (d)                              $      1.12      $      1.46     $      0.36     $     0.61    $     0.51
                                                         ===========      ===========     ===========     ==========    ==========
      Cash distributions declared
         per limited partner unit                        $      2.20      $      2.20     $      2.20     $     2.20    $     2.20

AT PERIOD END:
BALANCE SHEET DATA:
      Current assets                                     $   231,270      $   230,260     $   188,845     $  140,569    $  133,346
      Total assets                                         1,472,618        1,496,422       1,258,220      1,196,461     1,217,216
      Current liabilities (excluding debt)                   237,426          238,512         172,501        148,513       144,229
      Total debt                                             955,784        1,005,904         887,234        766,725       718,994
      Minority interests                                       6,232            5,641           2,587          3,380         4,049
      Partners' capital                                      228,366          203,505         155,971        234,041       299,875

OTHER DATA:
      EBITDA  (e)                                        $   210,356      $   208,550     $   157,588     $  157,524    $  151,143
      Capital expenditures (including
         capital leases)                                 $    53,472      $    39,204     $    30,427     $   34,577    $   31,577
      Retail propane gallons sold (millions)                   932.8            820.8           771.2          783.2         785.3
      Degree days - % (warmer) colder
         than normal (f)                                       (10.0)             2.6           (13.7)          (9.9)         (8.7)

(a)   Arthur Andersen LLP audited the Partnership's consolidated financial
      statements for 2001, 2000, 1999 and 1998. See Item 15 - Notice Regarding
      Arthur Andersen LLP.

(b)   Includes cumulative effect of accounting changes associated with the
      Partnership's changes in accounting for tank fee revenue and tank
      installation costs and the adoption of Statement of Financial Accounting
      Standards No. 133, "Accounting for Derivative Instruments and Hedging
      Activities" (see Notes 1 and 4 to Consolidated Financial Statements).

(c)   Pro forma net income and net income per limited partner unit after
      applying retroactively the changes in accounting for tank installation
      costs and tank fee revenue are as follows: 2000 - $14,989 and $0.35; 1999
      - $26,091 and $0.62; 1998 - $19,646 and $0.46, respectively.

(d)   SFAS No. 142, "Goodwill and Other Intangible Assets," was adopted
      effective October 1, 2001. Net income and net income per limited partner
      unit adjusted to reflect the impact of SFAS No. 142 as if it had been
      adopted at the beginning of the periods presented are as follows: 2001 -
      $89,079 and $1.98; 2000 - $38,313 and $0.90; 1999 - $48,336 and $1.14;
      1998 - $44,884 and $1.06, respectively.

(e)   EBITDA (earnings before interest expense, income taxes, depreciation and
      amortization, minority interests, equity investee income, and the
      cumulative effect of accounting changes) should not be considered as an
      alternative to net income (as an indicator of operating performance) or as
      an alternative to cash flow (as a measure of liquidity or ability to
      service debt obligations) and is not a measure of performance or financial
      condition under accounting principles generally accepted in the United
      States. EBITDA is included to provided additional information for
      evaluating (1) the Partnership's ability to declare and pay the Minimum
      Quarterly Distribution and (2) its performance. The Partnership's
      definition of EBITDA may be different from that used by other companies.

(f)   Deviation from average heating degree days during the 30-year period from
      1961 to 1990, based upon national weather statistics provided by the
      National Oceanic and Atmospheric Administration (NOAA) for 335 airports in
      the continental United States.

                                      -13-

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

ANALYSIS OF RESULTS OF OPERATIONS

      The following analysis compares the Partnership's results of operations
for (1) the year ended September 30, 2002 ("Fiscal 2002") with the year ended
September 30, 2001 ("Fiscal 2001") and (2) Fiscal 2001 with the year ended
September 30, 2000 ("Fiscal 2000").

      The following table provides gallon, weather and certain financial
information for the Partnership:

                             (Dollars in millions)

                                     Year Ended September 30,
                                  ---------------------------------
                                    2002         2001        2000
                                  --------     --------    --------
                                                  
Gallons sold (millions):
      Retail                         932.8        820.8       771.2
      Wholesale                      250.0        292.8       258.0
                                  --------     --------    --------
                                   1,182.8      1,113.6     1,029.2
                                  ========     ========    ========

Revenues:
      Retail propane              $1,070.6     $1,108.4    $  870.3
      Wholesale propane              121.1        214.6       152.7
      Other                          116.2         95.4        97.1
                                  --------     --------    --------
                                  $1,307.9     $1,418.4    $1,120.1
                                  ========     ========    ========

Total margin (a)                  $  675.8     $  582.4    $  491.8
EBITDA (b)                        $  210.4     $  208.6    $  157.6
Operating income (c)              $  144.5     $  133.8    $   90.2
Degree days - % colder (warmer)
      than normal (d)                (10.0)%        2.6%      (13.7)%

(a)   Total margin represents total revenues less cost of sales.

(b)   EBITDA (earnings before interest expense, income taxes, depreciation and
      amortization, minority interests, equity investee income, and the
      cumulative effect of accounting changes) should not be considered as an
      alternative to net income (as an indicator of operating performance) or as
      an alternative to cash flow (as a measure of liquidity or ability to
      service debt obligations) and is not a measure of performance or financial
      condition under accounting principles generally accepted in the United
      States. EBITDA is included to provide additional information for
      evaluating (1) the Partnership's ability to declare and pay the Minimum
      Quarterly Distribution ("MQD") and (2) its performance. The Partnership's
      definition of EBITDA may be different from the definition used by other
      companies.

                                      -14-

(c)   Results for Fiscal 2002 reflect the elimination of goodwill amortization
      resulting from the adoption of Statement of Financial Accounting Standards
      No. 142, "Goodwill and Other Intangible Assets." Pro forma operating
      income for Fiscal 2001 and 2000 as if the adoption of SFAS 142 had
      occurred as of October 1, 1999 is $157.6 million and $113.6 million,
      respectively.

(d)   Deviation from average heating degree days during the 30-year period from
      1961 to 1990, based upon national weather statistics provided by the
      National Oceanic and Atmospheric Administration ("NOAA") for 335 airports
      in the continental United States.

FISCAL 2002 COMPARED WITH FISCAL 2001

      The Partnership's Fiscal 2002 operating results were negatively impacted
by significantly warmer than normal heating-season weather. Fiscal 2002
temperatures based upon heating degree day data provided by NOAA were
approximately 10.0% warmer than normal and 12.3% warmer than Fiscal 2001.
Notwithstanding the impact of the warmer weather on heating-related sales and
the effects of a sluggish U.S. economy on commercial sales, retail gallons sold
increased 112.0 million gallons principally as a result of the full-year effect
of the Partnership's August 21, 2001, acquisition of Columbia Propane (see Note
3 to Consolidated Financial Statements) and, to a much lesser extent, greater
volumes from our PPX(R) grill cylinder exchange business. The increase in PPX(R)
sales principally reflects the effect on Fiscal 2002 grill cylinder exchanges
resulting from recently enacted National Fire Protection Association ("NFPA")
guidelines and, to a lesser extent, the full-year effects of Fiscal 2001
increases in the number of PPX(R) distribution outlets. The NFPA guidelines
require that propane grill cylinders refilled after April 1, 2002, be fitted
with overfill protection devices ("OPDs").

      Retail propane revenues were $1,070.6 million in Fiscal 2002, a decrease
of $37.8 million from Fiscal 2001, reflecting a $189.0 million decrease as a
result of lower average selling prices partially offset by a $151.2 million
increase as a result of the greater retail volumes sold. Wholesale propane
revenues were $121.1 million in Fiscal 2002, a decrease of $93.5 million,
reflecting a $62.0 million decrease due to lower average selling prices and a
$31.5 million decrease as a result of lower wholesale volumes sold. The lower
Fiscal 2002 retail and wholesale selling prices resulted from lower Fiscal 2002
propane product costs. Revenues from other sales and services increased $20.8
million primarily due to the full-year impact of Columbia Propane. Total cost of
sales declined $203.9 million in Fiscal 2002 reflecting lower average propane
product costs and the lower wholesale sales partially offset by the higher
retail gallons sold.

      Total margin increased $93.4 million reflecting the full-year volume
impact of the Columbia Propane acquisition and a $35.5 million increase in total
margin from PPX(R) reflecting higher volumes and unit margins. PPX(R) propane
unit margins in Fiscal 2002 were higher than

                                      -15-

in Fiscal 2001 reflecting increases in sales prices to fund OPD valve
replacement capital expenditures on out-of-compliance grill cylinders. The
extent to which this greater level of PPX(R) margin is sustainable in the future
will depend upon a number of factors, including the continuing rate of OPD valve
replacement and competitive market conditions.

      EBITDA (earnings before interest expense, income taxes, depreciation and
amortization, minority interests, equity investee income, and the cumulative
effect of accounting changes) increased $1.8 million in Fiscal 2002 as the
significant increase in total margin was substantially offset by an $88.8
million increase in Partnership operating and administrative expenses and a
decrease in other income. EBITDA of PPX(R) increased approximately $21 million
in Fiscal 2002 partially offsettinG the effects of the significantly warmer
winter weather on our heating-related volumes. Although EBITDA is not a measure
of performance or financial condition under accounting principles generally
accepted in the United States, it is included in this analysis to provide
additional information for evaluating the Partnership's ability to declare and
pay the Minimum Quarterly Distribution of $0.55 ("MQD") and for evaluating the
Partnership's performance. The Partnership's definition of EBITDA may be
different from the definition of EBITDA used by other companies. The greater
operating and administrative expenses in Fiscal 2002 resulted primarily from the
full-year impact of the Columbia Propane acquisition and higher volume-driven
PPX(R) expenses. During Fiscal 2002, the Partnership completed its planned
blending of 90 Columbia Propane distribution locations with existing Partnership
locations. As a result of these district consolidations and other cost reduction
activities, management believes that at September 30, 2002 it achieved its
anticipated $24 million reduction in annualized operating cost savings
subsequent to the acquisition of Columbia Propane. Operating income increased
$10.7 million, significantly more than the increase in EBITDA, principally due
to the cessation of goodwill amortization in Fiscal 2002 as a result of the
adoption of SFAS 142 (see Note 1 to Consolidated Financial Statements) partially
offset by higher depreciation and intangible asset amortization associated with
Columbia Propane and higher PPX(R) depreciation. Fiscal 2001 operating income
includes $23.8 million of goodwill amortization.

      Interest expense increased $7.4 million principally reflecting higher
Partnership long-term debt outstanding resulting from the Columbia Propane
acquisition partially offset by lower Bank Credit Agreement borrowings and lower
short-term interest rates.

FISCAL 2001 COMPARED WITH FISCAL 2000

      Retail propane gallons sold increased 49.6 million gallons (6.4%)
primarily due to the effects of colder weather and the impact of acquisitions,
including the August 21, 2001 acquisition of Columbia Propane. Temperatures
based upon heating degree days were 2.6% colder than normal in Fiscal 2001
compared to temperatures that were 13.7% warmer than normal in Fiscal 2000. The
greater acquisition and weather-related sales were reduced by customer
conservation resulting from higher product costs and a slowing U.S. economy. The
wholesale price of propane at Mont Belvieu, Texas, a major U.S. supply point,
reached a high of 95 cents per gallon in Fiscal 2001 compared to a high of 74
cents per gallon during Fiscal 2000.

                                      -16-

      Total revenues from retail propane sales increased $238.1 million
reflecting a $182.1 million increase as a result of higher average selling
prices and a $56.0 million increase as a result of the higher retail volumes
sold. Wholesale propane revenues increased $61.9 million principally reflecting
higher average prices and greater sales associated with product cost management
activities. Cost of sales increased $207.7 million as a result of higher per
unit propane product costs and the greater retail and wholesale volumes sold.

      Total margin increased $90.6 million due to the impact of
higher-than-normal average retail unit margins and, to a lesser extent, the
greater retail propane volumes sold. Retail propane unit margins in Fiscal 2001
benefited from gains on derivative hedge instruments and favorably priced supply
arrangements.

      The significant increase in EBITDA in Fiscal 2001 resulted from the
increase in margin partially offset by a $37.3 million increase in Partnership
operating and administrative expenses. Operating and administrative expenses of
the Partnership were $380.0 million in Fiscal 2001 compared to $342.7 million in
Fiscal 2000. Adjusting Fiscal 2000 expenses for the impact of the Partnership's
change in accounting for tank installation costs, operating and administrative
expenses of the Partnership increased $44.3 million. The higher Fiscal 2001
expenses reflect (1) higher employee-related costs, including greater overtime
and incentive compensation costs; (2) growth-related expenses, including the
impact of Columbia Propane and other acquisitions, and expenses associated with
our PPX(R) grill cylinder exchange business; and (3) higher distribution costs,
including vehicle fuel and lease expense. Depreciation and amortization expense
of the Partnership increased $7.4 million reflecting greater depreciation
associated with acquisitions and $4.4 million of depreciation expense resulting
from the change in accounting for tank installation costs.

      The Partnership's interest expense increased $5.6 million principally as a
result of greater amounts of long-term debt outstanding.

FINANCIAL CONDITION AND LIQUIDITY

CAPITALIZATION AND LIQUIDITY

      The Partnership's debt outstanding at September 30, 2002 totaled $955.8
million. Included in this amount is $10 million outstanding under AmeriGas OLP's
Revolving Credit Facility.

      In December 2001, AmeriGas Partners issued 1,843,047 Common Units to the
public through an underwritten public offering. In January 2002, the
underwriters exercised a portion of their overallotment option in the amount of
585,000 shares. The net proceeds from these Common Unit offerings, an October
2001 sale of 350,000 Common Units to the General Partner, and related capital
contributions by the General Partner in order to maintain its general partner
interests in the

                                      -17-

Partnership of $57.7 million were contributed to AmeriGas OLP and used to reduce
Bank Credit Agreement borrowings and for working capital.

      The Partnership also completed a number of debt transactions during Fiscal
2002. In November 2001, AmeriGas Partners prepaid $15 million of 10.125% Senior
Notes at a redemption price of 103.375%. In April 2002, AmeriGas OLP repaid $60
million of maturing First Mortgage Notes from then-existing cash balances and
Revolving Credit Facility borrowings. In May 2002, AmeriGas Partners issued $40
million of Senior Notes due 2011 at an effective interest rate of 8.25%. The
proceeds were contributed to AmeriGas OLP and, along with related General
Partner capital contributions, used to reduce Revolving Credit Facility
borrowings and for working capital and general business purposes. On December 3,
2002, after the end of Fiscal 2002, AmeriGas Partners issued $88 million of
8.875% Senior Notes due 2011 at an effective interest rate of 8.30%. The net
proceeds will be used to redeem in January 2003 the remaining $85 million of
10.125% Senior Notes of AmeriGas Partners at a redemption price of 102.25%.

      In August 2002, AmeriGas OLP amended and restated its Bank Credit
Agreement. AmeriGas OLP's Bank Credit Agreement expires October 1, 2003 and
consists of (1) a $100 million Revolving Credit Facility and (2) a $75 million
Acquisition Facility. The Revolving Credit Facility may be used for working
capital and general purposes of AmeriGas OLP. There was $10 million outstanding
under this facility at September 30, 2002. Issued and outstanding letters of
credit under the Revolving Credit Facility, which reduce the amount available
for borrowings, totaled $19.8 million at September 30, 2002. AmeriGas OLP's
short-term borrowing needs are seasonal and are typically greatest during the
fall and winter heating-season months due to the need to fund higher levels of
working capital. AmeriGas OLP may borrow under its Acquisition Facility to
finance the purchase of propane businesses or propane business assets. In
addition to the $100 million available under the Revolving Credit Facility, the
Bank Credit Agreement allows up to $30 million of the Acquisition Facility to be
used for working capital purposes. There were no loans outstanding under the
Acquisition Facility at September 30, 2002. AmeriGas OLP could borrow up to
$67.7 million under the Acquisition Facility based upon eligible propane
business and asset expenditures made through September 30, 2002.

      AmeriGas OLP also has a credit agreement with the General Partner to
borrow up to $20 million on an unsecured, subordinated basis, for working
capital and general purposes. UGI has agreed to contribute up to $20 million to
the General Partner to fund such borrowings.

      AmeriGas Partners also has debt and equity shelf registration statements
with the U.S. Securities and Exchange Commission ("SEC").

      The Partnership must maintain certain financial ratios in order to borrow
under the Bank Credit Agreement including a minimum interest coverage ratio and
a maximum debt to EBITDA ratio. The Partnership's ratios calculated as of
September 30, 2002 permit it to borrow up to the maximum amount available. For a
more detailed discussion of the Partnership's credit facilities, see Note 6 to
Consolidated Financial Statements. Based upon existing cash balances, cash
expected to be generated from operations, borrowings available under its Bank
Credit

                                      -18-

Agreement, and the expected refinancing of its maturing long-term debt, the
Partnership's management believes that the Partnership will be able to meet its
anticipated contractual commitments and projected cash needs in Fiscal 2003.

PARTNERSHIP DISTRIBUTIONS

      Since its formation in 1995, the Partnership has paid the MQD on all
limited partner units outstanding. The amount of Available Cash needed annually
to pay the MQD on all units and the general partner interests in Fiscal 2002,
2001 and 2000 was approximately $109 million, $99 million and $94 million,
respectively. Based upon the number of Partnership units outstanding on
September 30, 2002, the amount of Available Cash needed annually to pay the MQD
on all units and the general partner interests is approximately $111 million. A
reasonable proxy for the amount of cash available for distribution that is
generated by the Partnership can be calculated by subtracting from the
Partnership's EBITDA (1) cash interest expense and (2) capital expenditures
needed to maintain operating capacity. Partnership distributable cash flow as
calculated under this method for Fiscal 2002, 2001 and 2000 is as follows:

Year Ended September 30,            2002       2001       2000
- ------------------------            ----       ----       ----
(Millions of dollars)
                                                
EBITDA                             $ 210.4    $ 208.6    $ 157.6
Cash interest expense (a)            (88.5)     (82.0)     (76.7)
Maintenance capital expenditures     (20.7)     (17.8)     (11.6)
                                   -------    -------    -------
Distributable cash flow            $ 101.2    $ 108.8    $  69.3
                                   -------    -------    -------

(a)   Interest expense adjusted for noncash items.

      Although distributable cash flow is a reasonable estimate of the amount of
cash generated by the Partnership, it does not reflect, among other things, the
impact of changes in working capital, which can significantly affect cash
available for distribution, and is not a measure of performance or financial
condition under accounting principles generally accepted in the United States
but provides additional information for evaluating the Partnership's ability to
declare and pay the MQD. The Partnership's definition of distributable cash flow
may be different from the definition used by other companies. Although the
levels of distributable cash flow in Fiscal 2002 and 2000 were less than the
full MQD, other sources of cash, including cash from equity offerings and
borrowings, was more than sufficient to permit the Partnership to pay the full
MQD. The ability of the Partnership to pay the MQD on all units depends upon a
number of factors. These factors include (1) the level of Partnership earnings;
(2) the cash needs of the Partnership's operations (including cash needed for
maintaining and increasing operating capacity); (3) changes in operating working
capital; and (4) the Partnership's ability to borrow under its Bank Credit
Agreement, to refinance maturing debt and to increase its long-term debt. Some
of these factors are affected by conditions beyond our control including
weather, competition in markets we serve, the cost of propane and changes in
capital market conditions.

                                      -19-

CONVERSION OF SUBORDINATED UNITS

      Pursuant to the Agreement of Limited Partnership of AmeriGas Partners, the
9.9 million AmeriGas Partners Subordinated Units held by the General Partner as
of September 30, 2002 were eligible to convert to Common Units on the first day
after the record date for any quarter ending on or after March 31, 2000 in
respect of which certain cash-based performance and distribution requirements
were met. In December 2002, the General Partner determined that the cash-based
performance and distribution requirements in respect of the quarter ended
September 30, 2002 had been met and, as a result, the remaining 9.9 million
Subordinated Units held by the General Partner were converted to Common Units
effective November 18, 2002. The conversion of the Subordinated Units did not
result in an increase in the number of AmeriGas Partners limited partner units
outstanding.

CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS

      The following table presents significant contractual cash obligations
under agreements existing as of September 30, 2002 (in millions).

                       Fiscal        Fiscal
                    2003 & 2004   2005 & 2006    Thereafter       Total
                    -----------   -----------    ----------     --------
                                                    
Long-term debt        $  112.6      $  168.1      $  665.1      $  945.8
Operating leases          67.4          49.2          60.0         176.6
                      --------      --------      --------      --------
Total                 $  180.0      $  217.3      $  725.1      $1,122.4
                      ========      ========      ========      ========

CASH FLOWS

OPERATING ACTIVITIES. Cash provided by operating activities totaled $159.5
million in Fiscal 2002 compared with $153.0 million in Fiscal 2001. Changes in
operating working capital during Fiscal 2002 provided $30.3 million of operating
cash flow compared to $22.3 million of such cash flow in Fiscal 2001.

INVESTING ACTIVITIES. We spent $53.5 million for property, plant and equipment
(including maintenance capital expenditures of $20.7 million) during Fiscal 2002
compared with $37.9 million (including maintenance capital expenditures of $17.8
million) during Fiscal 2001. The increase in capital expenditures reflects
higher expenditures for PPX(R), principally grill cylinder OPDs to comply with
NFPA guidelines, and expenditures associated with the addition of the Columbia
Propane Businesses. Proceeds from asset sales were higher in Fiscal 2002
reflecting, in part, disposals of Columbia Propane excess assets.

FINANCING ACTIVITIES. During Fiscal 2002 and 2001, we declared and paid the MQD
on all Common and Subordinated units and the general partner interests. During
Fiscal 2002, we sold 350,000 Common Units to the General Partner, and 2,428,047
Common Units to the public in conjunction with an underwritten public offering.
The combined net proceeds of these sales and related capital contributions from
the General Partner of $57.7 million were contributed to

                                      -20-

AmeriGas OLP and used to reduce Bank Credit Agreement borrowings and for working
capital. During Fiscal 2002, AmeriGas Partners redeemed $15 million of its
10.125% Senior Notes and AmeriGas OLP repaid $20 million of borrowings
outstanding under its Acquisition Facility and $60 million of maturing First
Mortgage Notes. Also during Fiscal 2002, AmeriGas Partners issued $40 million of
8.875% Senior Notes and contributed the proceeds to AmeriGas OLP to reduce
indebtedness under its Revolving Credit Facility and for working capital and
general business purposes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," the Partnership has identified
the following critical accounting policies that are most important to the
portrayal of the Partnership's financial condition and results of operations.
The following policies require management's most subjective or complex
judgments, as a result of the need to make estimates regarding matters that are
inherently uncertain.

LITIGATION ACCRUALS. The Partnership is involved in litigation regarding pending
claims and legal actions that arise in the normal course of its business. In
accordance with accounting principles generally accepted in the United States,
the Partnership establishes reserves for pending claims and legal actions when
it is probable that a liability exists and the amount or range of amounts can be
reasonably estimated. Reasonable estimates involve management judgments based on
a broad range of information and prior experience. These judgments are reviewed
quarterly as more information is received and the amounts reserved are updated
as necessary. Such estimated reserves may differ materially from the actual
liability, and such reserves may change materially as more information becomes
available and estimated reserves are adjusted.

DEPRECIATION AND AMORTIZATION OF LONG-LIVED ASSETS. We compute depreciation on
property, plant and equipment on a straight-line basis over estimated useful
lives generally ranging from two to 40 years. We also use amortization methods
and determine asset values of intangible assets other than goodwill using
reasonable assumptions and projections. Changes in the estimated useful lives of
property, plant and equipment and changes in intangible asset amortization
methods or values could have a material effect on our results of operations.

                                      -21-

MARKET RISK DISCLOSURES

      Our primary financial market risks include commodity prices for propane
and interest rates on borrowings.

      The risk associated with fluctuations in the prices the Partnership pays
for propane are principally a result of market forces reflecting changes in
supply and demand for propane and other energy commodities. The Partnership's
profitability is sensitive to changes in propane supply costs, and the
Partnership generally attempts to pass on increases in such costs to customers.
The Partnership may not, however, always be able to pass through product cost
increases fully, particularly when product costs rise rapidly. In order to
reduce the volatility of the Partnership's propane market price risk, we use
contracts for the forward purchase or sale of propane, propane fixed-price
supply agreements, and over-the-counter derivative commodity instruments
including price swap and option contracts. Over-the-counter derivative commodity
instruments utilized by the Partnership to hedge forecasted purchases of propane
are generally settled at expiration of the contract. In order to minimize credit
risk associated with derivative commodity contracts, we carefully monitor
established credit limits with the contract counterparties. Although we use
derivative financial and commodity instruments to reduce market price risk
associated with forecasted transactions, we do not use derivative financial and
commodity instruments for speculative or trading purposes.

      The Partnership has both fixed-rate and variable-rate debt. Changes in
interest rates impact the cash flows of variable-rate debt but generally do not
impact its fair value. Conversely, changes in interest rates impact the fair
value of fixed-rate debt but do not impact their cash flows.

      Our variable rate debt includes borrowings under AmeriGas OLP's Bank
Credit Agreement. These debt agreements have interest rates that are generally
indexed to short-term market interest rates. At September 30, 2002 and 2001,
combined borrowings outstanding under these agreements totaled $10 million and
$20 million, respectively. Based upon weighted average borrowings outstanding
under these agreements during Fiscal 2002 and Fiscal 2001, an increase in
short-term interest rates of 100 basis points (1%) would have increased our
interest expense by $0.1 million and $0.9 million, respectively.

      The remainder of our debt outstanding is subject to fixed rates of
interest. A 100 basis point increase in market interest rates would result in
decreases in the fair value of this fixed rate

                                      -22-

debt of $41.2 million and $47.5 million at September 30, 2002 and 2001,
respectively. A 100 basis point decrease in market interest rates would result
in increases in the fair market value of this debt of $44.1 million and $51.2
million at September 30, 2002 and 2001, respectively.

      Our long-term debt is typically issued at fixed rates of interest based
upon market rates for debt having similar terms and credit ratings. As these
long-term debt issues mature, we may refinance such debt with new debt having
interest rates reflecting then-current market conditions. This debt may have an
interest rate that is more or less than the refinanced debt. In order to reduce
interest rate risk associated with near-term forecasted issuances of fixed-rate
debt, from time to time we enter into interest rate protection agreements.

      The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at September 30, 2002 and 2001. It also
includes the changes in fair value that would result if there were an adverse
change in (1) the market price of propane of 10 cents per gallon and (2)
interest rates on ten-year U.S. treasury notes of 100 basis points:

                                                                                Change in
                                                                  Fair Value   Fair Value
                                                                  ----------   ----------
                                                                   (Millions of dollars)
                                                                         
September 30, 2002
     Propane commodity price risk                                    $ 9.8       $(10.9)
     Interest rate risk                                               (2.8)        (4.4)

September 30, 2001
     Propane commodity price risk                                    $(10.5)     $(18.8)
     Interest rate risk                                                (3.0)       (4.2)

      Because the Partnership's derivative instruments generally qualify as
hedges under SFAS 133, we expect that changes in the fair value of derivative
instruments used to manage propane price or interest rate risk would be
substantially offset by gains or losses on the associated underlying
transactions.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      The Financial Accounting Standards Board ("FASB") recently issued SFAS No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143"); SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144");
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections" ("SFAS 145"); and SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
146").

                                      -23-

      SFAS 143 addresses financial accounting and reporting for legal
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred with a corresponding increase in the carrying value of the
related asset. Entities shall subsequently charge the retirement cost to expense
using a systematic and rational method over the related asset's useful life and
adjust the fair value of the liability resulting from the passage of time
through charges to operating expense. We adopted SFAS 143 effective October 1,
2002. The adoption of SFAS 143 did not have a material effect on our financial
position or results of operations.

      SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), and
the accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," as it relates to the disposal of a segment of a business. SFAS
144 establishes a single accounting model for long-lived assets to be disposed
of based upon the framework of SFAS 121, and resolves significant implementation
issues of SFAS 121. We adopted SFAS 144 effective October 1, 2002. The adoption
of SFAS 144 did not affect our financial position or results of operations.

      SFAS 145 rescinded SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" (an amendment of APB Opinion No. 30) ("SFAS 4"),
effective May 15, 2002. SFAS 4 had required that material gains and losses on
extinguishment of debt be classified as an extraordinary item. Under SFAS 145,
it is less likely that a gain or loss on extinguishment of debt would be
classified as an extraordinary item in our Consolidated Statement of Income.
Among other things, SFAS 145 also amends SFAS No. 13, "Accounting for Leases,"
to require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. The provisions of SFAS 145 relating to leases
became effective for transactions occurring after May 15, 2002. The adoption of
SFAS 145 did not affect our financial position or results of operations.

      SFAS 146 addresses accounting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("EITF") No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity." Generally, SFAS 146 requires that a liability for costs
associated with an exit or disposal activity, including contract termination
costs, employee termination benefits and other associated costs, be recognized
when the liability is incurred. Under EITF No. 94-3, a liability was recognized
at the date of an entity's commitment to an exit plan. SFAS 146 will be
effective for disposal activities initiated after December 31, 2002.

FORWARD-LOOKING STATEMENTS

                                      -24-

      Information contained above in this Management's Discussion and Analysis
of Financial Condition and Results of Operations and elsewhere in this Report on
Form 10-K may contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such statements use forward-looking words such as "believe," "plan,"
"anticipate," "continue," "estimate," "expect," "may," "will," or other similar
words. These statements discuss plans, strategies, events or developments that
we expect or anticipate will or may occur in the future.

      A forward-looking statement may include a statement of the assumptions or
bases underlying the forward-looking statement. We believe that we have chosen
these assumptions or bases in good faith and that they are reasonable. However,
we caution you that actual results almost always vary from assumed facts or
bases, and the differences between actual results and assumed facts or bases can
be material, depending on the circumstances. When considering forward-looking
statements, you should keep in mind the following important factors which could
affect our future results and could cause those results to differ materially
from those expressed in our forward-looking statements: (1) adverse weather
conditions resulting in reduced demand; (2) price volatility and availability of
propane, and the capacity to transport to market areas; (3) changes in laws and
regulations, including safety, tax and accounting matters; (4) large supplier,
counterparty or customer defaults, (5) competitive pressures from the same and
alternative energy sources; (6) failure to acquire new customers thereby
reducing or limiting any increase in revenues; (7) liability for environmental
claims; (8) customer conservation measures and improvements in energy efficiency
and technology resulting in reduced demand; (9) adverse labor relations; (10)
inability to make business acquisitions on economically acceptable terms
resulting in failure to acquire new customers thereby limiting any increase in
revenues; (11) liability for personal injury and property damage arising from
explosions and other catastrophic events, including acts of terrorism, resulting
from operating hazards and risks incidental to transporting, storing and
distributing propane, butane and ammonia, including liability in excess of
insurance coverage; (12) political, regulatory and economic conditions in the
United States and in foreign countries; and (13) interest rate fluctuations and
other capital market conditions.

      These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results. We undertake no obligation to
update publicly any forward-looking statement whether as a result of new
information or future events.

                                      -25-

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      "Quantitative and Qualitative Disclosures About Market Risk" are contained
in Management's Discussion and Analysis of Financial Condition and Results of
Operations under the caption "Market Risk Disclosures" and are incorporated here
by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial statements and financial statement schedules referred to in
the index contained on pages F-2 and F-3 of this report are incorporated herein
by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      During fiscal year 2002, the registrants engaged a new independent
auditor, PricewaterhouseCoopers LLP. The information required by Item 9 is
incorporated in this Report by reference to the registrants' Current Report on
Form 8-K dated May 21, 2002, which report was amended on July 2, 2002.

                                      -26-

PART III: MANAGEMENT AND SECURITY HOLDERS

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

      We do not directly employ any persons responsible for managing or
operating the Partnership. The General Partner and UGI provide such services and
are reimbursed for direct and indirect costs and expenses including all
compensation and benefit costs. See "Certain Relationships and Related
Transactions" and Note 12 to the Partnership's Consolidated Financial
Statements.

      The Board of Directors of the General Partner established a committee (the
"Audit Committee") consisting of three individuals, currently, Messrs. Marrazzo,
Van Dyck and Vincent, who are neither officers nor employees of the General
Partner or any affiliate of the General Partner and who the Board considers to
be independent as defined by the current NYSE listing standards. The Audit
Committee has the authority to review, at the request of the General Partner,
specific matters as to which the General Partner believes there may be a
conflict of interest, in order to determine if the resolution of such conflict
is fair and reasonable to the Partnership. In addition, the Audit Committee acts
on behalf of the Board of Directors in fulfilling its responsibility to:

      -     oversee the financial reporting process and the adequacy of controls
            relative to financial and business risk;

      -     monitor the independence of the Partnership's independent
            accountants and the performance of the independent accountants and
            internal audit staff;

      -     provide a means for open communication among the independent
            accountants, management, internal audit staff and the Board of
            Directors; and

      -     recommend to the Board of Directors the engagement of the
            independent accountants to conduct the annual audit of the
            Partnership's consolidated financial statements.

DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

      The following table sets forth certain information with respect to the
directors and executive officers of the General Partner. Directors are elected
annually by AmeriGas, Inc. as the sole shareholder of the General Partner.
AmeriGas, Inc. is a wholly owned subsidiary of UGI. Executive officers are
elected for one-year terms. There are no family relationships between any of the
directors or any of the executive officers or between any of the executive
officers and any of the directors.

                                      -27-

         NAME                              AGE                POSITION WITH THE GENERAL PARTNER
                                                        
         Lon R. Greenberg                  52                 Chairman, Director

         Eugene V. N. Bissell              49                 President, Chief Executive Officer
                                                                 and Director

         Thomas F. Donovan                 69                 Director

         Richard C. Gozon                  64                 Director

         William J. Marrazzo               53                 Director

         James W. Stratton                 66                 Director

         Stephen A. Van Dyck               59                 Director

         Roger B. Vincent                  57                 Director

         Martha B. Lindsay                 50                 Vice President - Finance and
                                                                 Chief Financial Officer

         Brendan P. Bovaird                54                 Vice President and General Counsel

         Richard R. Eynon                  55                 Controller and Chief Accounting Officer

         R. Paul Grady                     49                 Senior Vice President - Operations and
                                                                 Chief Operating Officer

         William D. Katz                   49                 Vice President - Human Resources

         Robert H. Knauss                  49                 Vice President - Law,
                                                                 Associate General Counsel and
                                                                 Corporate Secretary

         David L. Lugar                    45                 Vice President - Supply and Logistics

         Carey M. Monaghan                 51                 Vice President - Business Transformation
                                                                and Marketing

      Mr. Greenberg is a director (since 1994) and Chairman of the General
Partner. He previously served as President and Chief Executive Officer of the
General Partner (1996 to

                                      -28-

2000). He is also a director (since 1994) and Chairman (since 1996), Chief
Executive Officer (since 1995), and President (since 1994) of UGI, having been
Senior Vice President - Legal and Corporate Development of UGI (1989 to 1994).
Mr. Greenberg previously served as Vice President and General Counsel of
AmeriGas, Inc. (1984 to 1994). He also serves as a director of UGI Utilities,
Inc.

      Mr. Bissell is President, Chief Executive Officer and a director of the
General Partner (since July 2000). He previously served as Senior Vice President
- - Sales and Marketing of the General Partner (1999 to 2000), having served as
Vice President - Sales and Operations (1995 to 1999). Previously, he was Vice
President - Distributors and Fabrication, BOC Gases (industrial gases) (1995),
having been Vice President - National Sales (1993 to 1995) and Regional Vice
President Southern Region for Distributor and Cylinder Gases Division, BOC Gases
(1989 to 1993). From 1981 to 1987, Mr. Bissell held various positions with UGI
and its subsidiaries, including Director, Corporate Development. Mr. Bissell is
currently Chairman and a member of the Board of Directors of the National
Propane Gas Association, the national trade association of the propane industry.

      Mr. Donovan was elected a director of the General Partner on April 25,
1995. He retired as Vice Chairman of Mellon Bank on January 31, 1997, a position
he had held since 1988. He also serves as a director of UGI Corporation, UGI
Utilities, Inc., and Nuclear Electric Insurance Ltd.

      Mr. Gozon was elected a director of the General Partner on February 24,
1998. He retired in April of 2002 as Executive Vice President of Weyerhaeuser
Company (an integrated forest products company) and Chairman of Norpac (North
Pacific Paper Company, a joint venture with Nippon Paper Industries headquarters
in Tokyo, Japan) positions he had held since 1994. Mr. Gozon was formerly
Director (1984 to 1993), President and Chief Operating Officer of Alco Standard
Corporation (a provider of paper and office products) (1988 to 1993); Executive
Vice President and Chief Operating Officer (1987); Vice President (1982 to
1988); and President (1979 to 1987) of Paper Corporation of America. He also
serves as a director of UGI Corporation, UGI Utilities, Inc., AmeriSource Bergen
Corp., and Triumph Group, Inc.

      Mr. Marrazzo was elected a director of the General Partner on April 23,
2001. He is Chief Executive Officer and President of WHYY, Inc., a public
television and radio company in the nation's fourth largest market (since 1997).
Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc.
(an environmental and redevelopment firm) (1988-1997); Water Commissioner for
the Philadelphia Water Department (1971-1988) and Managing Director for the City
of Philadelphia (1983). He also serves as a director of Tenet Health
Corp.-Hahnemann University Hospital.

      Mr. Stratton was elected a director of the General Partner on April 25,
1995. He has been the Chairman, Chief Executive Officer and a director of
Stratton Management Company (investment advisory and financial consulting firm)
since 1972. Mr. Stratton serves as a director of UGI Corporation; UGI Utilities,
Inc.; AmeriGas Propane, Inc.; Stratton Growth Fund, Inc.;

                                      -29-

Stratton Monthly Dividend REIT Shares, Inc.; Stratton Small-Cap Value Fund;
Teleflex, Inc.; and BE&K, Inc.

      Mr. Van Dyck was elected a director of the General Partner on June 15,
1995. He is Chairman of the Board and Chief Executive Officer of Maritrans Inc.
(since 1987), the nation's largest independent marine transporter of petroleum.
He also serves as Chairman of the Board of West of England Mutual Insurance
Association.

      Mr. Vincent was elected a director of the General Partner on January 8,
1998. He is President of Springwell Corporation, a corporate finance advisory
firm (since 1989). Mr. Vincent also serves as a director of the ING Funds.

      Ms. Lindsay was elected Vice President - Finance and Chief Financial
Officer of the General Partner on January 5, 1998. She previously served as Vice
President and Treasurer (1994 to 1997) and as Treasurer (1994) of Tambrands
Inc., a manufacturer of personal products. Prior to 1994, Ms. Lindsay held the
positions of Director of Business Development (1987 to 1989) and Assistant
Treasurer (1990 to 1993) at Tambrands Inc.

      Mr. Bovaird is Vice President and General Counsel of the General Partner
(since 1995). He is also Vice President and General Counsel of UGI Corporation,
UGI Utilities, Inc. and AmeriGas, Inc. (since 1995). Mr. Bovaird previously
served as Division Counsel and Member of the Executive and Operations Committees
of Wyeth-Ayerst International Inc. (1992 to 1995) and Senior Vice President,
General Counsel and Secretary of Orion Pictures Corporation (1990 to 1991).

      Mr. Eynon was elected Controller and Chief Accounting Officer of the
General Partner on January 5, 1998. Prior to his election, Mr. Eynon was
Controller of the General Partner (March 1997 to January 1998) and Assistant
Controller of UGI Corporation (1985 to 1997). Previously, he was a Senior
Manager with Price Waterhouse (now known as PricewaterhouseCoopers).

      Mr. Grady is Senior Vice President - Operations of the General Partner
(since October 1999) and Chief Operating Officer (since July 2000), having
served as Vice President - Sales and Operations (1995 to 1999). Previously, he
was Vice President - Corporate Development of UGI (1994 to 1995), and Director,
Corporate Development of UGI (1990 to 1994). Mr. Grady was Director, Corporate
Development Services of Campbell Soup Company (1985 to 1990). Mr. Grady is
currently Vice Chairman - Marketers of the Propane Education Research Council,
which promotes propane as a preferred energy source.

      Mr. Katz is Vice President - Human Resources of the General Partner (since
December 1999), having served as Vice President - Corporate Development (1996 to
1999). Previously, he was Vice President - Corporate Development of UGI (1995 to
1996). Prior to joining UGI, Mr. Katz was Director of Corporate Development with
Campbell Soup Company for over five years.

                                      -30-

He also practiced law for approximately 10 years, first with the firm of Jones,
Day Reavis & Pogue, and later in the Legal Department at Campbell Soup Company.

      Mr. Knauss is Vice President - Law and Associate General Counsel of the
General Partner (since 1996), having served as Corporate Secretary (since 1994)
and Group Counsel - Propane (1989 to 1996) of UGI. He joined UGI as Associate
Counsel in 1985. Before joining UGI, Mr. Knauss was an associate at the firm of
Ballard, Spahr, Andrews & Ingersoll in Philadelphia.

      Mr. Lugar is Vice President - Supply and Logistics of the General Partner
(since September 2000). Previously, he served as Director - NGL Marketing for
Conoco, Inc., where he spent 20 years in increasingly responsible positions in
propane marketing, operations, and supply.

      Mr. Monaghan is Vice President - Business Transformation and Marketing of
the General Partner (since May 2000). Prior to joining AmeriGas Partners, he was
Vice President-General Manager, Dry Soup for Campbell Soup Company (since 1997),
where he also served as a Business Director and General Manager of a number of
Campbell Soup Divisions for the 10 prior years.

SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires the
directors and certain officers of the General Partner and any 10% beneficial
owners of the Partnership to send reports of their beneficial ownership of
Common Units and changes in beneficial ownership to the Securities and Exchange
Commission. Based on our records, we believe that during Fiscal 2002 all of such
reporting persons complied with all Section 16(a) filing requirements applicable
to them.

ITEM 11. EXECUTIVE COMPENSATION

      The following table shows cash and other compensation paid or accrued to
the General Partner's Chief Executive Officer and each of its four other most
highly compensated executive officers, (collectively, the "Named Executives")
for the last three fiscal years.

                                      -31-

                           SUMMARY COMPENSATION TABLE

                                    ANNUAL COMPENSATION                LONG TERM COMPENSATION
                                -----------------------------   -------------------------------------
                                                                         AWARDS              PAYOUTS
                                                                --------------------------   --------
                                                      OTHER
                                                      ANNUAL                   SECURITIES
                                                      COMPEN-   RESTRICTED     UNDERLYING                ALL OTHER
 NAME AND PRINCIPAL   FISCAL                          -SATION     STOCK         OPTIONS /     LTIP      COMPENSATION
      POSITION         YEAR      SALARY    BONUS (1)    (2)      AWARDS (3)       SARS       PAYOUTS         (4)
- --------------------   ----     --------   ---------  -------   ------------   -----------   --------   ------------
                                                                                
Eugene V.N. Bissell,   2002     $352,656   $109,941      $585      $223,700        35,000       $0         $42,717
President and Chief    2001     $329,415   $236,313      $300       $28,263             0       $0         $55,648
Executive Officer                                                   $99,725
                       2000     $245,366    $59,253    $4,772            $0        28,000       $0         $31,886
                                                                                   12,750

Lon R. Greenberg,      2002     $705,015   $521,092   $15,342      $785,200       120,000       $0         $28,033
Chairman (5)                                                       $785,200
                                                                   $785,200
                       2001     $667,799   $595,010   $14,849      $323,438             0       $0         $20,939
                                                                 $1,000,875
                       2000     $640,662   $262,836   $13,092            $0       225,000       $0         $20,417

R. Paul Grady,         2002     $246,088    $54,825    $4,041      $123,035        18,000       $0         $25,544
Senior Vice            2001     $223,850   $120,313    $3,845       $21,196             0       $0         $34,426
President -                                                         $77,315
Operations and Chief   2000     $222,480    $50,404    $4,491            $0        28,000       $0         $30,149
Operating Officer

Brendan P. Bovaird,    2002     $232,683    $95,459   $ 5,449       $90,600        14,500       $0          $7,411
Vice President and                                                  $90,600
General Counsel (5)                                                 $90,600
                       2001     $222,283    $96,708    $5,012       $38,813             0       $0          $6,112
                                                                   $120,105
                       2000     $210,392    $49,349    $7,264            $0        28,000       $0          $5,927

Robert H. Knauss,      2002     $196,172    $34,935    $1,612       $44,740         8,000       $0         $19,117
Vice President - Law   2001     $186,819    $78,115    $1,793       $14,131             0       $0         $26,659
Associate General                                                  $123,255
Counsel and            2000     $184,314    $39,896        $0            $0        15,000       $0         $23,190
Corporate Secretary

(1)   Messrs. Greenberg and Bovaird participate in the UGI Annual Bonus Plan.
      All other Named Executives participate in the AmeriGas Propane, Inc.
      Annual Bonus Plan. Awards under both Plans are for the year reported,
      regardless of the year paid. Awards under both Plans are based on the
      achievement of pre-determined business and/or financial performance
      objectives which support business plans and goals. Bonus opportunities
      vary by position and currently range from 0 to 133% of base salary for Mr.
      Bissell, 0 to 184% of base salary for Mr. Greenberg, 0 to 104% of base
      salary for Mr. Bovaird, 0 to 76% of base salary for Mr. Knauss, and 0 to
      95% of base salary for Mr. Grady.

(2)   Amounts represent tax payment reimbursements for certain benefits and, for
      Mr. Bovaird, above-market interest on deferred compensation.

(3)   Effective January 1, 2002, the Board of Directors of AmeriGas Propane,
      Inc. approved phantom performance-contingent restricted Common Unit awards
      ("Restricted Units") to the Named Executives, other than Messrs. Greenberg
      and Bovaird, under the 2000 AmeriGas Propane, Inc. Long-Term Incentive
      Plan. Distribution equivalents will accumulate on the Restricted Units
      awarded. These distributions will also be leveraged based on performance
      described below and paid out when the restriction period on the Restricted
      Units ends on December 31, 2004. The performance requirement is evidence
      of AmeriGas' meaningful progress toward the achievement of its strategic
      objectives during 2002 including the Partnership's acquisition
      integration, productivity improvement, internal growth, and cash
      generation goals. The actual

                                      -32-

      amount of the award may be higher or lower than the original grant, or
      even zero, based on AmeriGas' achievement of its objectives, with a
      maximum payout potential of 125% of the original award.

      Effective January 1, 2002, the Board of Directors of UGI Corporation
      approved three phantom performance-contingent restricted stock awards
      ("Restricted Shares") to the Messrs. Greenberg and Bovaird under the UGI
      Corporation 2000 Stock Incentive Plan. Dividend equivalents will
      accumulate on the phantom shares awarded. These dividends will also be
      leveraged based on TSR performance described below and distributed when
      the restriction period on the phantom shares ends on December 31, 2004.
      Each award has a separate performance period as follows: January 1, 2002
      through December 31, 2002, January 1, 2002 through December 31, 2003, and
      January 1, 2002 through December 31, 2004. The restriction period for all
      three awards will end on December 31, 2004. The performance requirement is
      that the Company's Total Shareholder Return (TSR) during the relevant
      performance period equals the median of a peer group. The peer group is
      the group of companies that comprises the S&P Utilities Index. The share
      price used for determining the stock price at the beginning and the end of
      each performance period will be the average price for the 90-day period
      preceding each December 31st. The actual amount of the award may be higher
      or lower than the original grant, or even zero, based on the Company's TSR
      percentile rank relative to the companies in the S&P Utilities Index. The
      maximum payout potential is 200% of the original award. At the Company's
      discretion, awards of phantom performance-contingent restrictive stock may
      be paid out in stock, cash or a combination of stock and cash. Awards of
      dividend equivalents will be paid in cash.

      The dollar values shown in the restricted stock awards column of the table
      above for all years represent the aggregate value of each award on the
      date of grant, determined by multiplying the number of Common Units
      awarded by the closing price of AmeriGas Partners Common Units, or in the
      case of Messrs. Greenberg and Bovaird, the closing price of UGI Common
      Stock on the New York Stock Exchange on the effective dates of the
      respective grants.

      Based on the closing unit price of Common Units of AmeriGas Partners, L.P.
      on the New York Stock Exchange on September 30, 2002, Mr. Bissell's 16,150
      Restricted Units had a market value of $374,034; Mr. Grady's 10,225
      Restricted Units had a market value of $236,811; and Mr. Knauss' 8,350
      Restricted Units had a market value of $193,386. Based on the closing
      stock price of UGI Common Stock on the New York Stock Exchange on
      September 30, 2002, Mr. Greenberg's 128,000 Restricted Shares had a market
      value of $4,652,800; and Mr. Bovaird's 15,000 Restricted Shares had a
      market value of $545,250.

(4)   The amounts represent contributions by the General Partner or UGI in
      accordance with the provisions of the AmeriGas Propane, Inc. Employee
      Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI Utilities,
      Inc. Employee Savings Plan (the "UGI Employee Savings Plan"), allocations
      under the UGI Corporation Senior Executive Retirement Plan (the "UGI
      Executive Retirement Plan"), and/or allocations under the AmeriGas
      Propane, Inc. Supplemental Executive Retirement Plan (the "AmeriGas
      Executive Retirement Plan"). During fiscal years 2002, 2001 and 2000, the
      following contributions were made to the Named Executives: (i) under the
      AmeriGas Employee Savings Plan: Mr. Bissell $4,957, $7,576, and $9,424;
      Mr. Grady, $3,953, $8,509, and $10,861; Mr. Knauss, $4,506, $8,666, and
      $8,769; (ii) under the UGI Employee Savings Plan: Mr. Greenberg, $3,825,
      $3,825, and $3,600; and Mr. Bovaird, $3,825, $3,825, and $3,509; (iii)
      under the UGI Executive Retirement Plan: Mr. Greenberg, $24,208, $17,114,
      and $16,592; and Mr. Bovaird, $3,586, $2,287, and $2,102; (iv) under the
      AmeriGas Executive Retirement Plan: Mr. Bissell, $37,760, $48,072, and
      $22,462; Mr. Grady, $21,591, $25,916, and $19,288; and Mr. Knauss,
      $14,611, $17,993, and $14,421.

(5)   Mr. Greenberg was President and Chief Executive Officer of AmeriGas
      Propane, Inc. from July 1996 to July 2000. Compensation reported for
      Messrs. Greenberg and Bovaird is attributable to their respective
      positions of Chairman, President and Chief Executive Officer, and Vice
      President and General Counsel of UGI Corporation. Compensation for these
      individuals is also reported in the UGI Proxy Statement for the 2003
      Annual Meeting of Shareholders and is not additive. The General Partner
      does not compensate Mr. Greenberg or Mr. Bovaird.

                                      -33-

OPTIONS EXERCISES IN LAST FISCAL YEAR

The following table shows information on UGI stock option exercises in the last
fiscal year for each of the Named Executives.

                 UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

                                                               NUMBER OF SECURITIES
                                                              UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED
                                                                     OPTIONS AT              IN-THE-MONEY OPTIONS
                                                                FISCAL YEAR END (#)         AT FISCAL YEAR END (2)
                                                            ---------------------------  ----------------------------
                               SHARES
                              ACQUIRED
                                 ON
                              EXERCISE          VALUE
          NAME                   (#)         REALIZED (1)   EXERCISABLE   UNEXERCISABLE  EXERCISABLE    UNEXERCISABLE
- ---------------------         --------       ------------   -----------   -------------  -----------    -------------
                                                                                       
Eugene V.N. Bissell             12,500         $191,951        19,667         48,583        $299,701       $410,061
Lon R. Greenberg               123,959       $1,661,893       468,750        251,250      $7,113,281     $2,767,969
R. Paul Grady                   17,000         $170,255        18,667         27,333        $293,539       $250,261
Brendan P. Bovaird                   0               $0        48,667         14,500        $705,289        $83,375
Robert H. Knauss                     0               $0        10,000         13,000        $157,250       $124,625

(1)   Value realized is calculated on the difference between the option exercise
      price and the closing market price of UGI's Common Stock on the date of
      exercise multiplied by the number of shares to which the exercise relates.

(2)   The closing price of UGI's Common Stock as reported on the New York Stock
      Exchange Composite tape on September 30, 2002 was $36.35 and is used in
      calculating the value of unexercised options.

                                      -34-

OPTION GRANTS IN LAST FISCAL YEAR

      The following table shows information on grants of UGI stock options
during fiscal year 2002 to each of the Named Executives.

                        OPTION GRANTS IN LAST FISCAL YEAR

                                                                                                   GRANT DATE
                                       INDIVIDUAL GRANTS                                             VALUE
                          ---------------------------------------------------------------------   ------------
                            NUMBER OF
                            SECURITIES       % OF TOTAL
                            UNDERLYING     OPTIONS GRANTED                                         GRANT DATE
                             OPTIONS       TO EMPLOYEES IN       EXERCISE                           PRESENT
          NAME               GRANTED       FISCAL YEAR (1)    OR BASE PRICE     EXPIRATION DATE    VALUE (2)
- ---------------------     -------------    ---------------    -------------     ---------------   ------------
                                                                                   
Eugene V.N. Bissell             35,000            7.81%           $30.600         12/31/2011         $179,070

Lon R. Greenberg               120,000           26.77%           $30.600         12/31/2011         $613,953

R. Paul Grady                   18,000            4.02%           $30.600         12/31/2011          $92,093

Brendan P. Bovaird              14,500            3.23%           $30.600         12/31/2011          $74,186

Robert H. Knauss                 8,000            1.78%           $30.600         12/31/2011          $40,930

(1)   A total of 448,250 options were granted to employees and executive
      officers of UGI and its subsidiaries, including the General Partner,
      during fiscal year 2002 under the UGI 1992 Non-Qualified Stock Option
      Plan, the UGI 2000 Stock Incentive Plan and the UGI 2002 Non-Qualified
      Stock Option Plan. Under each Plan, the option exercise price is not less
      than 100% of the fair market value of UGI's Common Stock on the date of
      grant. All options will vest at the rate of 33% per year on the
      anniversary of the grant date. Options are nontransferable and generally
      exercisable only while the optionee is employed by UGI or an affiliate.
      Options are subject to adjustment in the event of recapitalizations, stock
      splits, mergers, and other similar corporate transactions affecting UGI's
      Common Stock.

(2)   Based on the Black-Scholes options pricing model. The assumptions used in
      calculating the grant date present value are as follows:

                                                                  
- -     Three years of closing monthly stock price and dividend
      observations were used to calculate the stock volatility and
      dividend yield assumptions.

- -     Stock volatility                                                    29.10%

- -     Stock's dividend yield                                               6.70%

- -     Length of option term                                             10 years

- -     Annualized risk-free interest rate                                   5.54%

- -     Discount of risk of forfeiture                                 0% per year

      All options were granted at fair market value. The actual value, if any,
the executive may realize will depend on the excess of the stock price on the
date the option is exercised over the exercise price. There is no assurance that
the value realized by the executive will be at or near the value estimated by
the Black-Scholes model.

                                      -35-

EQUITY COMPENSATION PLAN INFORMATION

      The following table sets forth information as of the end of the
Partnership's 2002 fiscal year with respect to compensation plans under which
equity securities of the Partnership are authorized for issuance.

                                                                                             NUMBER OF SECURITIES
                              NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE        REMAINING AVAILABLE
                                 ISSUED UPON EXERCISE          PRICE OF OUTSTANDING          FOR FUTURE ISSUANCE
                               OF OUTSTANDING OPTIONS,        OPTIONS, WARRANTS AND       UNDER EQUITY COMPENSATION
                                 WARRANTS AND RIGHTS                  RIGHTS             PLANS (EXCLUDING SECURITIES
       PLAN CATEGORY                     (A)                           (B)               REFLECTED IN COLUMN (A)) (C)
- --------------------------    --------------------------    -------------------------    -----------------------------
                                                                                
Equity compensation plans              105,825                          0                          592,175
approved by security
holders (1)

Equity compensation plans
not approved by security
holders                                   0                             0                             0
                                       -------                          -                          -------
TOTAL                                  105,825                          0                          592,175
                              =========================     =========================   ==============================

(1)   These plans include the AmeriGas Propane, Inc. 2000 Long-Term Incentive
      Plan and the AmeriGas Propane, Inc. Discretionary Long-Term Incentive Plan
      for Non-Executive Key Employees.

RETIREMENT BENEFITS

      The following Pension Plan Benefits Table shows the annual benefits
payable upon retirement to Messrs. Greenberg and Bovaird under the Retirement
Income Plan for Employees of UGI Utilities, Inc. (the "Retirement Plan") and the
UGI Corporation Supplemental Executive Retirement Plan. The amounts shown assume
the executive retires in 2002 at age 65, and that the aggregate benefits are not
subject to statutory maximums. Messrs. Greenberg and Bovaird had, respectively,
22 years and 7 years of credited service under these Plans at September 30,
2002. Messrs Bissell, Knauss and Grady previously accumulated more than 6, 12
and 5 years of credited service with UGI and its subsidiaries before joining
AmeriGas Propane, Inc. They do not currently participate in the Retirement Plan.

                                      -36-

                           PENSION PLAN BENEFITS TABLE

            ANNUAL PLAN BENEFIT FOR YEARS CREDITED SERVICE SHOWN (2)

  FINAL 5-YEAR
 AVERAGE ANNUAL      5          10          15          20            25             30              35             40
  EARNINGS (1)     YEARS       YEARS       YEARS       YEARS         YEARS          YEARS           YEARS          YEARS
  ------------     -----       -----       -----       -----         -----          -----           -----          -----
                                                                                        
  $  200,000      $ 19,000    $ 38,000    $ 57,000    $ 76,000      $ 95,000      $  114,000      $  133,000    $ 136,800 (3)

  $  400,000      $ 38,000    $ 76,000    $114,000    $152,000      $190,000      $  228,000      $  266,000    $ 273,600 (3)

  $  600,000      $ 57,000    $114,000    $171,000    $228,000      $285,000      $  342,000      $  399,000    $ 410,400 (3)

  $  800,000      $ 76,000    $152,000    $228,000    $304,000      $380,000      $  456,000      $  532,000    $ 547,200 (3)

  $1,000,000      $ 95,000    $190,000    $285,000    $380,000      $475,000      $  570,000      $  665,000    $ 684,000 (3)

  $1,200,000      $114,000    $228,000    $342,000    $456,000      $570,000      $  684,000      $  798,000    $ 820,800 (3)

  $1,400,000      $133,000    $266,000    $399,000    $532,000      $665,000      $  798,000      $  931,000    $ 957,600 (3)

  $1,600,000      $152,000    $304,000    $456,000    $608,000      $760,000      $  912,000      $1,064,000    $1,094,400 (3)

  $1,800,000      $171,000    $342,000    $513,000    $684,000      $855,000      $1,026,000      $1,197,000    $1,231,200 (3)

  $2,000,000      $190,000    $380,000    $570,000    $760,000      $950,000      $1,140,000      $1,330,000    $1,368,000 (3)

(1)   Consists of (i) base salary, commissions and cash payments under the
      Annual Bonus Plan, and (ii) deferrals thereof permitted under the Internal
      Revenue Code.

(2)   Annual benefits are computed on the basis of straight life annuity
      amounts. These amounts include pension benefits, if any, to which a
      participant may be entitled as a result of participation in a pension plan
      of a subsidiary during previous periods of employment. The amounts shown
      do not take into account exclusion of up to 35% of the estimated primary
      Social Security benefit. The Retirement Plan provides a minimum benefit
      equal to 25% of a participant's final 12-months' earnings, reduced
      proportionately for less than 15 years of credited service at retirement.
      The minimum Retirement Plan benefit is not subject to Social Security
      offset.

(3)   The maximum benefit under the Retirement Plan and the UGI Supplemental
      Executive Retirement Plan is equal to 60% of a participant's highest
      consecutive 12 months' earnings during the last 120 months.

SEVERANCE PAY PLAN FOR SENIOR EXECUTIVE EMPLOYEES

      Named Executives Employed by UGI Corporation. The UGI Corporation Senior
Executive Employee Severance Pay Plan (the "UGI Severance Plan") assists certain
senior level employees of UGI, including Messrs. Greenberg and Bovaird, in the
event their employment is terminated without fault on their part. Benefits are
payable to a senior executive covered by the UGI Severance Plan if the senior
executive's employment is involuntarily terminated for any reason other than for
cause or as a result of the senior executive's death or disability.

      The UGI Severance Plan provides for cash payments equal to a participant's
compensation for a period of time ranging from 3 months to 15 months (30 months
in the case of

                                      -37-

Mr. Greenberg), depending on length of service. In addition, a participant
receives the cash equivalent of his or her target bonus under the Annual Bonus
Plan, pro-rated for the number of months served in the fiscal year. However, if
the termination occurs in the last two months of the fiscal year, the Chief
Executive Officer has the discretion to determine whether the participant will
receive a pro-rated target bonus, or the actual annual bonus which would have
been paid after the end of the fiscal year, assuming that the participant's
entire bonus was contingent on meeting the applicable financial performance
goal. Certain employee benefits are continued under the Plan for a period of up
to 15 months (30 months in the case of Mr. Greenberg). UGI has the option to pay
a participant the cash equivalent of those employee benefits.

      In order to receive benefits under the UGI Severance Plan, a senior
executive is required to execute a release which discharges UGI and its
subsidiaries from liability for any claims the senior executive may have against
any of them, other than claims for amounts or benefits due to the executive
under any plan, program or contract provided by or entered into with UGI or its
subsidiaries. The senior executive is also required to cooperate in attending to
matters pending at the time of his or her termination of employment.

      Named Executives Employed by AmeriGas Propane. The AmeriGas Propane, Inc.
Executive Employee Severance Pay Plan (the "AmeriGas Severance Plan") assists
certain senior level employees of the General Partner including Messrs. Bissell,
Grady and Knauss in the event their employment is terminated without fault on
their part. Specified benefits are payable to a senior executive covered by the
AmeriGas Severance Plan if the senior executive's employment is involuntarily
terminated for any reason other than for cause or as a result of the senior
executive's death or disability.

      The AmeriGas Severance Plan provides for cash payments equal to a
participant's compensation for three months (6 months in the case of the Chief
Executive Officer). In addition, a participant receives the cash equivalent of
his or her target bonus under the Annual Bonus Plan, pro-rated for the number of
months served in the fiscal year. However, if the termination occurs in the last
two months of the fiscal year, the Chief Executive Officer has the discretion to
determine whether the participant will receive a pro-rated target bonus, or the
actual annual bonus which would have been paid after the end of the fiscal year,
assuming that the participant's entire bonus was contingent on meeting the
applicable financial performance goal. The Plan also provides for separation pay
equal to one day's pay per month of service, not to exceed 12 months'
compensation. Minimum separation pay ranges from six to twelve months' base
salary, depending on the executive's employment grade. Certain employee benefits
are continued under the Plan for a period not exceeding 15 months (18 months in
the case of the Chief Executive Officer). This period is called the "Employee
Benefit Period." The General Partner has the option to pay a participant the
cash equivalent of those employee benefits.

      In order to receive benefits under the AmeriGas Severance Plan, a senior
executive is required to execute a release which discharges the General Partner
and its affiliates from liability for any claims the senior executive may have
against any of them, other than claims for amounts or benefits due to the
executive under any plan, program or contract provided by or entered into

                                      -38-

with the General Partner or its affiliates. The senior executive is also
required to cooperate in attending to matters pending at the time of his or her
termination of employment.

CHANGE OF CONTROL ARRANGEMENTS

      Named Executives Employed By UGI Corporation. Messrs. Greenberg and
Bovaird each have an agreement with UGI Corporation (the "Agreement") which
provides certain benefits in the event of a change of control. The Agreements
operate independently of the UGI Severance Plan, continue through July 2004, and
are automatically extended in one-year increments thereafter unless, prior to a
change of control, UGI terminates an Agreement. In the absence of a change of
control, each Agreement will terminate when, for any reason, the executive
terminates his or her employment with UGI or its subsidiaries.

      A change of control is generally deemed to occur if: (i) any person (other
than the executive, his or her affiliates and associates, UGI or any of its
subsidiaries, any employee benefit plan of UGI or any of its subsidiaries, or
any person or entity organized, appointed, or established by UGI or its
subsidiaries for or pursuant to the terms of any such employee benefit plan),
together with all affiliates and associates of such person, acquires securities
representing 20% or more of either (x) the then outstanding shares of common
stock of UGI or (y) the combined voting power of UGI's then outstanding voting
securities; (ii) individuals who at the beginning of any 24-month period
constitute the Board of Directors (the "Incumbent Board") and any new director
whose election by the Board, or nomination for election by UGI's shareholders,
was approved by a vote of at least a majority of the Incumbent Board, cease for
any reason to constitute a majority thereof; (iii) UGI is reorganized, merged or
consolidated with or into, or sells all or substantially all of its assets to,
another corporation in a transaction in which former shareholders of UGI do not
own more than 50% of the outstanding common stock and the combined voting power,
respectively, of the then outstanding voting securities of the surviving or
acquiring corporation after the transaction; or (iv) UGI is liquidated or
dissolved.

      Severance benefits are payable under the Agreements if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain specified contingencies, including termination of officer
status; a significant adverse change in authority, duties, responsibilities or
compensation; the failure of UGI to comply with and satisfy any of the terms of
the Agreement; or a substantial relocation or excessive travel requirements.

      An executive who is terminated with rights to severance compensation under
an Agreement will be entitled to receive an amount equal to 1.0 or 1.5 (2.5 in
the case of Mr. Greenberg) times his or her average total cash remuneration for
the preceding five calendar years. If the severance compensation payable under
the Agreement, either alone or together with other payments to an executive,
would constitute "excess parachute payments," as defined in Section

                                      -39-

280G of the Internal Revenue Code of 1986, as amended (the "Code"), the
executive will also receive an amount to satisfy the executive's additional tax
burden.

      Named Executives Employed by the General Partner. Messrs. Bissell, Grady
and Knauss each have an agreement with the General Partner (the "Agreement")
which provides certain benefits in the event of a change of control. The
Agreements operate independently of the AmeriGas Severance Plan, continue
through July 2004, and are automatically extended in one-year increments
thereafter unless, prior to a change of control, the General Partner terminates
an Agreement. In the absence of a change of control, each Agreement will
terminate when, for any reason, the executive terminates his or her employment
with the General Partner or any of its subsidiaries.

      A change of control is generally deemed to occur if: (i) a change of
control of UGI, as defined above, occurs, (ii) the General Partner, AmeriGas
Partners or the Operating Partnership is reorganized, merged or consolidated
with or into, or sells all or substantially all of its assets to, another
corporation or partnership in a transaction in which the former shareholders of
the General Partner, or former limited partners, as the case may be, do not own
more than 50% of the outstanding common stock and combined voting power, or the
outstanding common units of such partnership, after the transaction, (iii) the
General Partner, AmeriGas Partners or the Operating Partnership is liquidated or
dissolved, (iv) UGI and its subsidiaries fail to own more than fifty percent of
the general partnership interests of AmeriGas Partners or the Operating
Partnership, (v) UGI and its subsidiaries fail to own more than fifty percent of
the combined voting power of the General Partner's then outstanding voting
securities, or (vi) AmeriGas Propane, Inc. is removed as the general partner of
AmeriGas Partners by vote of the limited partners, or AmeriGas Propane, Inc. is
removed as the general partner of AmeriGas Partners or the Operating Partnership
as a result of judicial or administrative proceedings.

      Severance benefits are payable under the Agreements if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain specified contingencies, including termination of officer
status; a significant adverse change in authority, duties, responsibilities or
compensation; the failure of the General Partner to comply with and satisfy any
of the terms of the Agreement; or a substantial relocation or excessive travel
requirements.

      An executive who is terminated with rights to severance compensation under
an Agreement will be entitled to receive an amount equal to 1.0 (1.5 in the case
of Mr. Bissell) times his or her average total cash remuneration for the
preceding five calendar years. If the severance compensation payable under the
Agreement, either alone or together with other payments to an executive, would
constitute "excess parachute payments," as defined in Section 280G of the Code,
the executive will also receive an amount to satisfy the executive's additional
tax burden.

                                      -40-

BOARD OF DIRECTORS

      Officers of the General Partner receive no additional compensation for
service on the Board of Directors or on any Committee of the Board. The General
Partner pays an annual retainer of $22,000 to all other directors and an
attendance fee of $1,000 for each Board meeting. For service on Committees, the
General Partner pays an annual retainer of (1) $5,000 to members of the Audit
Committee and (2) $2,000 to each Committee Chairman. Directors are paid an
attendance fee of $1,000 for each Committee meeting. In addition, a fee of
$1,000 is paid to non-employee directors for special service related to Board
business rendered at the request of the Chairman of the Board. The General
Partner reimburses directors for expenses incurred by them (such as travel
expenses) in serving on the Board and Committees. The General Partner determines
all expenses allocable to the Partnership, including expenses allocable to the
services of directors.

COMPENSATION/PENSION COMMITTEE

      The members of the General Partner's Compensation/Pension Committee are
Richard C. Gozon (Chairman) and Thomas F. Donovan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED SECURITY HOLDER MATTERS

OWNERSHIP OF LIMITED PARTNERSHIP UNITS BY CERTAIN BENEFICIAL OWNERS

      The following table sets forth certain information regarding each person
known by the Partnership to have been the beneficial owner of more than 5% of
the Partnership's voting securities representing limited partner interests as of
December 1, 2002. AmeriGas Propane, Inc. is the sole general partner of the
Partnership.

                                                     AMOUNT AND
                                                     NATURE OF
                                                     BENEFICIAL
                       NAME AND ADDRESS (1)          OWNERSHIP OF            PERCENT
  TITLE OF CLASS       OF BENEFICIAL OWNER         PARTNERSHIP UNITS         OF CLASS
  --------------       -------------------         -----------------         --------
                                                                    
Common Units           UGI Corporation                24,525,004 (2)            50.0%
                       AmeriGas, Inc.                 24,525,004 (3)            50.0%
                       AmeriGas Propane, Inc.         24,525,004 (4)            50.0%
                       Petrolane Incorporated          7,839,911 (4)            16.0%

(1)   The address of each of UGI, AmeriGas, Inc., AmeriGas Propane, Inc. and
      Petrolane Incorporated is 460 North Gulph Road, King of Prussia, PA 19406.

                                      -41-

(2)   Based on the number of units held by its indirect, wholly-owned
      subsidiaries, Petrolane Incorporated ("Petrolane") and AmeriGas Propane,
      Inc.

(3)   Based on the number of units held by its direct and indirect, wholly-owned
      subsidiaries, AmeriGas Propane, Inc. and Petrolane.

(4)   AmeriGas Propane, Inc.'s beneficial ownership includes 7,839,911 Common
      Units held by its subsidiary, Petrolane. Beneficial ownership of those
      Common Units is shared with UGI Corporation and AmeriGas, Inc.

OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER

      The table below sets forth as of October 31, 2002 the beneficial ownership
of Partnership Common Units by each director and each of the Named Executives
currently serving the General Partner, as well as by the directors and all of
the executive officers of the General Partner as a group. No director, Named
Executive or executive officer beneficially owns more than 1% of the
Partnership's Common Units. The total number of Common Units beneficially owned
by the directors and executive officers of the General Partner as a group
represents less than 1% of the Partnership's outstanding Common Units.

                                      -42-

                                                                         AMOUNT AND NATURE OF
                          NAME OF                                      BENEFICIAL OWNERSHIP OF
                      BENEFICIAL OWNER                               PARTNERSHIP COMMON UNITS (1)
    -------------------------------------------------               ------------------------------
                                                                 
    Lon R. Greenberg                                                            6,500 (2)
    Thomas F. Donovan                                                           1,000
    Richard C. Gozon                                                            5,000
    James W. Stratton                                                           1,000 (3)
    Stephen A. Van Dyck                                                         1,000
    Roger B. Vincent                                                            6,000
    William J. Marrazzo                                                             0
    Eugene V.N. Bissell                                                        12,750 (4)
    Brendan P. Bovaird                                                          1,500 (5)
    R. Paul Grady                                                              15,550
    Robert H. Knauss                                                            7,875
    Directors and executive officers as a group (16
    persons)                                                                   74,913

        (1)   Sole voting and investment power unless otherwise specified.

        (2)   Of the Units shown, 4,500 are held by Mr. Greenberg's adult
              children.

        (3)   Mr. Stratton's Units are held jointly with his spouse.

        (4)   Mr. Bissell's Units are held jointly with his spouse.

        (5)   Mr. Bovaird's Units are held jointly with his spouse.

      The General Partner is a wholly owned subsidiary of AmeriGas, Inc. which
is a wholly owned subsidiary of UGI. The table below sets forth, as of October
31, 2002, the beneficial ownership of UGI Common Stock by each director and each
of the Named Executives, as well as by the directors and the executive officers
of the General Partner as a group. Including the number of shares of stock
underlying exercisable options, Mr. Greenberg is the beneficial owner of
approximately 2% of UGI's Common Stock. All other directors, Named Executives
and executive officers own less than 1% of UGI's outstanding shares. The total
number of shares

                                      -43-

beneficially owned by the directors and executive officers as a group (including
642,984 shares subject to exercisable options), represents approximately 3% of
UGI's outstanding shares.

                                               NUMBER OF UGI SHARES
                                                   AND NATURE OF
                                               BENEFICIAL OWNERSHIP         NUMBER OF
                 NAME OF                             EXCLUDING           EXERCISABLE UGI
            BENEFICIAL OWNER                 UGI STOCK OPTIONS (1)(2)     STOCK OPTIONS             TOTAL
- -----------------------------------------    ------------------------   ----------------       --------------
                                                                                      
Lon R. Greenberg                                   112,040    (3)             468,750              580,790
Thomas F. Donovan                                    5,629    (2)              12,800               18,429
Richard C. Gozon                                    25,964    (2)              16,800               42,764
James W. Stratton                                   16,427 (2)(4)              16,800               33,227
Stephen A. Van Dyck                                      0                          0                    0
Roger B. Vincent                                         0                          0                    0
William J. Marrazzo                                      0                          0                    0
Eugene V.N. Bissell                                 37,460    (5)              19,667               57,127
Brendan P. Bovaird                                  22,965    (6)              48,667               71,632
R. Paul Grady                                       24,989    (7)              18,667               43,656
Robert H. Knauss                                     4,504                     10,000               14,504
Directors  and  executive  officers  as a
group (16 persons)                                 279,311                    642,984              922,295

(1)   Sole voting and investment power unless otherwise specified.

(2)   Included in the number of shares shown are Deferred Units ("Units")
      acquired through the UGI Corporation 1997 Directors' Equity Compensation
      Plan. Units are neither actual shares nor other securities, but each Unit
      will be converted to one share of UGI common stock and paid out to
      directors upon their retirement or termination of service. The number of
      Units included for the directors is as follows: Messrs. Donovan (3,546),
      Gozon (18,853), and Stratton (13,316).

(3)   Mr. Greenberg holds 88,220 shares jointly with his spouse and 6,105 shares
      represented by units held in the UGI Stock Fund of the 401(k) Employee
      Savings Plan.

(4)   Mr. Stratton holds 3,111 shares jointly with his spouse.

(5)   Mr. Bissell holds these shares jointly with his spouse.

                                      -44-

(6)   Mr. Bovaird holds 19,993 shares jointly with his spouse and 2,972 shares
      represented by units held in the UGI Stock Fund of the 401(k) Employee
      Savings Plan.

(7)   Mr. Grady's ownership includes 8,096 shares represented by units held in
      the UGI Stock Fund of the 401(k) Employee Savings Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The General Partner employs persons responsible for managing and operating
the Partnership. The Partnership reimburses the General Partner for the direct
and indirect costs of providing these services, including all compensation and
benefit costs. For fiscal year 2002, these costs totaled approximately $262.0
million.

      The Operating Partnership has a revolving line of credit up to a maximum
of $20 million from the General Partner available until October 1, 2003, the
termination date of the Revolving Credit Facility. Any loans under this
agreement will be unsecured and subordinated to all senior debt of the Operating
Partnership. The commitment fees for this line of credit are computed on the
same basis as the facility fees under the Revolving Credit Facility, and totaled
$70,972 in fiscal year 2002. Interest rates are based on one-month offshore
interbank borrowing rates. The interest rate for a recent Credit Facility
borrowing from October 24, 2002 to October 25, 2002 was 4.75%. See Note 6 to the
Partnership's Consolidated Financial Statements, which are filed as an exhibit
to this report.

      The Partnership and the General Partner also have extensive, ongoing
relationships with UGI and its affiliates. UGI performs certain financial and
administrative services for the General Partner on behalf of the Partnership.
UGI does not receive a fee for such services, but is reimbursed for all direct
and indirect expenses incurred in connection with providing these services,
including all compensation and benefit costs. A wholly owned subsidiary of UGI
provides the Partnership with excess automobile liability insurance with limits
of $500,000 per occurrence and in the aggregate excess of $500,000 per
occurrence. Another wholly owned subsidiary of UGI leases office space to the
General Partner for its headquarters staff. In addition, a UGI master policy
provides accidental death and business travel and accident insurance coverage
for employees of the General Partner. The General Partner is billed directly by
the insurer for this coverage. As discussed under "Business--Trade Names; Trade
and Service Marks," UGI and the General Partner have licensed the trade names
"AmeriGas" and "America's Propane Company" and the related service marks and
trademark to the Partnership on a royalty-free basis. Finally, the Partnership
obtains management information services from the General Partner, and reimburses
the General Partner for its direct and indirect expenses related to those
services. The rental payments and insurance premiums charged to the Partnership
by UGI

                                      -45-

and its affiliates are comparable to amounts charged by unaffiliated parties. In
fiscal year 2002, the Partnership paid UGI and its affiliates, including the
General Partner, approximately $7.8 million for the services and expense
reimbursements referred to in this paragraph.

      Subsequent to the Columbia Propane acquisition, the Partnership purchases
propane on behalf of Atlantic Energy, Inc. ("Atlantic Energy"), a 50% owned
joint venture with Conoco, Inc. Atlantic Energy reimburses AmeriGas OLP for its
purchases plus interest at the rate of 8% as Atlantic Energy sells such propane
to third parties or to the Partnership itself. The total dollar value of propane
purchased on behalf of Atlantic Energy was $11,370,000 and $1,875,000 in fiscal
year 2002 and 2001, respectively. Purchases of propane by AmeriGas OLP from
Atlantic Energy during fiscal year 2002 and 2001 totaled $12,131,000 and
$1,132,000 respectively.

      AmeriGas OLP also provides other services to Atlantic Energy including
marketing, billing, accounting, insurance and other administrative services and
is reimbursed for the related costs. In addition, AmeriGas OLP enters into
product cost hedging contracts on behalf of Atlantic Energy. When these
contracts are settled, AmeriGas OLP is reimbursed the cost of any losses by, or
distributes the proceeds of any gains to, Atlantic Energy. Conoco Inc. has
agreed to indemnify AmeriGas OLP for one-half of any losses arising from its
hedging activities on behalf of Atlantic Energy to the extent that AmeriGas OLP
is not indemnified for such losses by Atlantic Energy.

      The highest amounts due from Atlantic Energy during fiscal year 2002 and
at November 30, 2002 were $9,227,000 and $6,697,985 respectively.

ITEM 14. CONTROLS AND PROCEDURES

      An evaluation of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures as of December 20, 2002 was
carried out by the General Partner under the supervision and with the
participation of the General Partner's management, including the Chief Executive
Officer and Chief Financial Officer. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Partnership's
disclosure controls and procedures have been designed and are being operated in
a manner that provides reasonable assurance that the information required to be
disclosed by the Partnership in reports filed under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. A controls system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within an
entity have been detected. Subsequent to the date of the most recent evaluation
of the Partnership's internal controls, there were no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect the internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                      -46-

PART IV: ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (A)   DOCUMENTS FILED AS PART OF THIS REPORT:

      (1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

            The financial statements and financial statement schedules
            incorporated by reference or included in this report are listed in
            the accompanying Index to Financial Statements and Financial
            Statement Schedules set forth on pages F-2 and F-3 of this report,
            which is incorporated herein by reference.

            NOTICE REGARDING ARTHUR ANDERSEN LLP

            Arthur Andersen LLP audited our consolidated financial statements
            for the three years in the period ended September 30, 2001, and
            issued a report thereon dated November 16, 2001. Arthur Andersen LLP
            has not reissued its report or consented to the incorporation by
            reference of such report into the Partnership's prospectuses for the
            offer and sale of Common Units and debt securities. On June 15,
            2002, Arthur Andersen LLP was convicted of obstruction of justice by
            a federal jury in Houston, Texas in connection with Arthur Andersen
            LLP's work for Enron Corp. On September 15, 2002, a federal judge
            upheld this conviction. Arthur Andersen LLP ceased its audit
            practice before the SEC on August 31, 2002. Effective May 21, 2002,
            we terminated the engagement of Arthur Andersen LLP as our
            independent accountants and engaged PricewaterhouseCoopers LLP to
            serve as our independent accountants for the fiscal year ending
            September 30, 2002. Because of the circumstances currently affecting
            Arthur Andersen LLP, as a practical matter it may not be able to
            satisfy any claims arising from the provision of auditing services
            to us, including claims available to security holders under federal
            and state securities laws.

                                      -47-

       (3)  LIST OF EXHIBITS:

            The exhibits filed as part of this report are as follows (exhibits
            incorporated by reference are set forth with the name of the
            registrant, the type of report and registration number or last date
            of the period for which it was filed, and the exhibit number in such
            filing):

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
      2.1             Merger and Contribution Agreement among         AmeriGas       Registration         10.21
                    AmeriGas Partners, L.P., AmeriGas Propane,     Partners, L.P.    Statement on
                    L.P., New AmeriGas Propane, Inc., AmeriGas                      Form S-4 (No.
                   Propane, Inc., AmeriGas Propane-2, Inc., Cal                       33-92734)
                  Gas Corporation of America, Propane Transport,
                       Inc. and NORCO Transportation Company

      2.2           Conveyance and Contribution Agreement among       AmeriGas       Registration         10.22
                    AmeriGas Partners, L.P., AmeriGas Propane,     Partners, L.P.    Statement on
                          L.P. and Petrolane Incorporated                           Form S-4 (No.
                                                                                      33-92734)

      3.1            Second Amended and Restated Agreement of         AmeriGas         Form 8-K             1
                  Limited Partnership of AmeriGas Partners, L.P.   Partners, L.P.     (9/30/00)
                          dated as of September 30, 2000

      3.2            Certificate of Incorporation of AmeriGas         AmeriGas       Registration          3.3
                                   Finance Corp.                   Partners, L.P.    Statement on
                                                                                    Form S-4 (No.
                                                                                      33-92734)

      3.3         Certificate of Incorporation of AmeriGas Eagle      AmeriGas       Registration          3.2
                                   Finance Corp.                   Partners, L.P.    Statement on
                                                                                    Form S-4 (No.
                                                                                      333-72986)

      3.4            Certificate of Incorporation of AP Eagle         AmeriGas       Registration          3.3
                                   Finance Corp.                   Partners, L.P.    Statement on
                                                                                    Form S-4 (No.
                                                                                      333-72986)

      3.5         Bylaws of AmeriGas Finance Corp.                    AmeriGas       Registration          3.4
                                                                   Partners, L.P.    Statement on
                                                                                    Form S-4 (No.
                                                                                      33-92734)

                                      -48-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
      3.6         By-Laws of AmeriGas Eagle Finance Corp.             AmeriGas       Registration          3.4
                                                                   Partners, L.P.    Statement on
                                                                                    Form S-3 (No.
                                                                                      333-72986)

      3.7         By-Laws of AP Eagle Finance Corp.                   AmeriGas       Registration          3.5
                                                                   Partners, L.P.    Statement on
                                                                                    Form S-3 (No.
                                                                                      333-72986)

      3.8         Amended and Restated Agreement of Limited           AmeriGas        Form 10-K            3.8
                  Partnership of AmeriGas Eagle Propane, L.P.      Partner, L.P.      (9/30/01)
                  dated July 19, 1999

      3.9         Amended and Restated Agreement of Limited           AmeriGas        Form 10-K            3.9
                  Partnership of AmeriGas Propane, L.P. dated as   Partners, L.P.     (9/30/01)
                  of April 12, 1995

       4          Instruments defining the rights of security
                  holders, including indentures. (The
                  Partnership agrees to furnish to the
                  Commission upon request a copy of any
                  instrument defining the rights of holders of
                  long-term debt not required to be filed
                  pursuant to Item 601(b)(4) of Regulation S-K)

      4.1         Indenture dated as of April 19, 1995 among          AmeriGas        Form 10-Q            4.1
                  AmeriGas Partners, L.P., AmeriGas Finance        Partners, L.P.      3/31/95
                  Corp., and First Union National Bank
                  (formerly, First Fidelity Bank, National
                  Association) as Trustee

      4.2         Registration Rights Agreement dated as of           AmeriGas        Form 10-Q            4.3
                  April 19, 1995 among Donaldson, Lufkin &         Partners, L.P.     (3/31/95)
                  Jenrette Securities Corporation, Smith Barney,
                  Inc., AmeriGas Partners, L.P. and AmeriGas
                  Finance Corp.

      4.3         Note Agreement dated as of April 12, 1995           AmeriGas        Form 10-Q           10.8
                  among The Prudential Insurance Company of        Partners, L.P.     (3/31/95)
                  America, Metropolitan Life Insurance Company,
                  and certain other institutional investors and
                  AmeriGas Propane, L.P., New AmeriGas Propane,
                  Inc. and Petrolane Incorporated

                                      -49-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
      4.4         First Amendment dated as of September 12, 1997      AmeriGas        Form 10-Q            4.5
                  to Note Agreement dated as of April 12, 1995     Partners, L.P.     (9/30/97)

      4.5         Second Amendment dated as of September 15,          AmeriGas        Form 10-K            4.6
                  1998 to Note Agreement dated as of April 12,     Partners, L.P.     (9/30/98)
                  1995

      4.6         Third Amendment dated as of March 23, 1999 to       AmeriGas        Form 10-Q           10.2
                  Note Agreement dated as of April 12, 1995        Partners, L.P.     (3/31/99)

      4.7         Fourth Amendment dated as of March 16, 2000 to      AmeriGas        Form 10-Q           10.2
                  Note Agreement dated as of April 12, 1995        Partners, L.P.     (6/30/00)

      4.8         Fifth Amendment dated as of August 1, 2001 to       AmeriGas        Form 10-K            4.8
                  Note Agreement dated as of April 12, 1995        Partners, L.P.     (9/30/01)

      4.9         Indenture dated April 4, 2001 among AmeriGas        AmeriGas        Form 10-Q             4
                  Partners, L.P., AmeriGas Eagle Finance Corp.,    Partners, L.P.     (6/30/01)
                  and First Union National Bank, as Trustee

      4.10        Indenture dated August 21, 2001 among AmeriGas      AmeriGas       Registration          4.2
                  Partners, L.P., AP Eagle Finance Corp. and       Partners, L.P.    Statement on
                  First Union National Bank as trustee                              Form S-4 (No.
                                                                                      333-72986)

      4.11        Registration Rights Agreement dated as of           AmeriGas       Registration          4.5
                  April 4, 2001 among AmeriGas Partners, L.P.,     Partners, L.P.    Statement on
                  AmeriGas Eagle Finance Corp., AmeriGas                            Form S-4 (No.
                  Propane, L.P., AmeriGas Propane, Inc., Credit                       333-72986)
                  Suisse First Boston Corporation and Banc of
                  America Securities, LLC

      4.12        Registration Rights Agreement dated as of           AmeriGas       Registration          4.6
                  August 21, 2001 among AmeriGas Partners, L.P.    Partners, L.P.    Statement on
                  AP Eagle Finance Corp., AmeriGas Propane,                         Form S-4 (No.
                  L.P., AmeriGas Propane, Inc., Credit Suisse                         333-72986)
                  First Boston Corporation and Salomon Smith
                  Barney, Inc.

                                      -50-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
     *10.1        Second Amended and Restated Credit Agreement
                  dated as of August 22, 2002 among AmeriGas
                  Propane, L.P., AmeriGas Propane, Inc.,
                  Petrolane Incorporated, Bank of America, N.A.,
                  as Issuing Bank and Swingline Bank, and
                  certain banks

     *10.2**       AmeriGas Propane, Inc. Discretionary
                   Long-Term Incentive Plan for Non-Executive
                   Key Employees

      10.3         [Intentionally omitted]

      10.4         [Intentionally omitted]

      10.5         [Intentionally omitted]

      10.6         [Intentionally omitted]

      10.7         Intercreditor and Agency Agreement dated as        AmeriGas        Form 10-Q           10.2
                   of April 19, 1995 among AmeriGas Propane,       Partners, L.P.     (3/31/95)
                   Inc., Petrolane Incorporated, AmeriGas
                   Propane, L.P., Bank of America National Trust
                   and Savings Association ("Bank of America")
                   as Agent, Mellon Bank, N.A. as Cash
                   Collateral Sub-Agent, Bank of America as
                   Collateral Agent and certain creditors of
                   AmeriGas Propane, L.P.

      10.8         First Amendment dated as of July 31, 2001 to       AmeriGas        Form 10-K           10.8
                   Intercreditor and Agency Agreement dated as     Partners, L.P.     (9/30/01)
                   of April 19, 1995

      10.9         General Security Agreement dated as of April       AmeriGas        Form 10-Q           10.3
                   19, 1995 among AmeriGas Propane, L.P., Bank     Partners, L.P.     (3/31/95)
                   of America National Trust and Savings
                   Association and Mellon Bank, N.A.

     10.10         First Amendment dated as of July 31, 2001 to       AmeriGas        Form 10-K           10.10
                   General Security Agreement dated as of April    Partners, L.P.     (9/30/01)
                   19, 1995

                                      -51-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
     10.11         Subsidiary Security Agreement dated as of          AmeriGas        Form 10-Q           10.4
                   April 19, 1995 among AmeriGas Propane, L.P.,    Partners, L.P.     (3/31/95)
                   Bank of America National Trust and Savings
                   Association as Collateral Agent and Mellon
                   Bank, N.A. as Cash Collateral Agent

     10.12         First Amendment dated as of July 31, 2001 to       AmeriGas        Form 10-K           10.12
                   Subsidiary Security Agreement dated as of       Partners, L.P.     (9/30/01)
                   April 19, 1995

     10.13        Restricted Subsidiary Guarantee dated as of         AmeriGas        Form 10-Q           10.5
                  April 19, 1995 by AmeriGas Propane, L.P. for     Partners, L.P.     (3/31/95)
                  the benefit of Bank of America National Trust
                  and Savings Association, as Collateral Agent

     10.14        Trademark License Agreement dated April 19,         AmeriGas        Form 10-Q           10.6
                  1995 among UGI Corporation, AmeriGas, Inc.,      Partners, L.P.     (3/31/95)
                  AmeriGas Propane, Inc., AmeriGas Partners,
                  L.P. and AmeriGas Propane, L.P.

     10.15        Trademark License Agreement dated April 19,         AmeriGas        Form 10-Q           10.7
                  1995 among AmeriGas Propane, Inc., AmeriGas      Partners, L.P.     (3/31/95)
                  Partners, L.P. and AmeriGas Propane, L.P.

     10.16        Stock Purchase Agreement dated May 27, 1989,       Petrolane     Registration on      10.16(a)
                  as amended and restated July 31, 1989, between   Incorporated/    Form S-1 (No.
                  Texas Eastern Corporation and QFB Partners       AmeriGas, Inc.     33-69450)

     10.17        Amended and Restated Sublease Agreement dated         UGI           Form 10-K           10.35
                  April 1, 1988, between Southwest Salt Co. and     Corporation       (9/30/94)
                  AP Propane, Inc. (the "Southwest Salt Co.
                  Agreement")

     10.18        Letter dated July 8, 1998 pursuant to Article         UGI           Form 10-K           10.5
                  1, Section 1.2 of the Southwest Salt Co.          Corporation       (9/30/99)
                  Agreement re:  option to renew for period of
                  June 1, 2000 to May 31, 2005

     10.19        Financing Agreement dated as of November 5,         AmeriGas        Form 10-K           10.12
                  1997 between AmeriGas Propane, Inc. and          Partners, L.P.     (9/30/97)
                  AmeriGas Propane, L.P.

                                      -52-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
     10.20        Agreement by Petrolane Incorporated and            Petrolane        Form 10-K           10.13
                  certain of its subsidiaries parties thereto       Incorporated      (9/23/94)
                  ("Subsidiaries") for the Sale of the
                  Subsidiaries' Inventory and Assets to the
                  Goodyear Tire & Rubber Company and D.C.H.,
                  Inc., as Purchaser, dated as of December 18,
                  1985

    10.21**       UGI Corporation 1992 Stock Option and Dividend        UGI           Form 10-Q          10(ee.)
                  Equivalent Plan, as amended May 19, 1992          Corporation       (6/30/92)

    10.22**       UGI Corporation Annual Bonus Plan dated March         UGI           Form 10-Q           10.4
                  8, 1996                                           Corporation       (6/30/96)

    10.23**       AmeriGas Propane, Inc. Annual Bonus Plan            AmeriGas        Form 10-K           10.17
                  effective October 1, 1998                        Partners, L.P.     (9/30/99)

    10.24**       1997 Stock Purchase Loan Plan                         UGI           Form 10-K           10.16
                                                                    Corporation       (9/30/97)

    10.25**       UGI Corporation Senior Executive Employee             UGI           Form 10-K           10.12
                  Severance Pay Plan effective January 1, 1997      Corporation       (9/30/97)

    10.26**       AmeriGas Propane, Inc. Executive Employee           AmeriGas        Form 10-Q           10.1
                  Severance Pay Plan effective January 1, 1997     Partners, L.P.     (12/31/96)

    10.27**       Amendment No. 1 to AmeriGas Propane, Inc.           AmeriGas        Form 10-Q            10
                  Executive Employee Severance Pay Plan            Partners, L.P.     (6/30/98)

    10.28**       UGI Corporation 1992 Non-Qualified Stock              UGI           Form 10-K           10.39
                  Option Plan, as Amended                           Corporation       (9/30/00)

    10.29**       Form of AmeriGas Propane, Inc. 2000 Long-Term       AmeriGas        Form 10-K           10.29
                  Incentive Plan                                   Partners, L.P.     (9/30/01)

    10.30**       UGI Corporation 2000 Stock Incentive Plan             UGI           Form 10-Q           10.1
                                                                    Corporation       (6/30/99)

    10.31**       AmeriGas Propane, Inc. Supplemental Executive       AmeriGas        Form 10-K           10.27
                  Retirement Plan effective October 1, 1996        Partners, L.P.     (9/30/97)

    10.32**       UGI Corporation 1997 Stock Option and Dividend        UGI           Form 10-Q           10.2
                  Equivalent Plan                                   Corporation       (3/31/97)

                                      -53-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
    10.33**       UGI Corporation Supplemental Executive                UGI           Form 10-Q            10
                  Retirement Plan Amended and Restated effective    Corporation       (6/30/98)
                  October 1, 1996

    10.34**       Description of Change of Control arrangements         UGI           Form 10-K           10.33
                  for Messrs. Greenberg and Bovaird                 Corporation       (9/30/99)

    10.35**       Description of Change of Control arrangements       AmeriGas        Form 10-K           10.31
                  for Messrs. Bissell, Grady and Knauss             Partners, L.      (9/30/99)
                                                                         P.

     10.36        Purchase Agreement by and among Columbia            AmeriGas         Form 8-K           10.1
                  Energy Group, Columbia Propane Corporation, CP   Partners, L.P.      (8/8/01)
                  Holdings, Inc., Columbia Propane, L.P.,
                  AmeriGas Propane, L.P., AmeriGas Partners,
                  L.P. and AmeriGas Propane, Inc. dated as of
                  January 30, 2001 and amended and restated
                  August 7, 2001

     10.37        Purchase Agreement by and among Columbia            National         Form 8-K           10.5
                  Propane, L.P., CP Holdings, Inc., Columbia          Propane         (4/19/99)
                  Propane Corporation, National Propane            Partners, L.P.
                  Partners, L.P., National Propane Corporation,
                  National Propane SPG, Inc., and Triarc
                  Companies, Inc. dated as of April 5, 1999

     10.38        Capital Contribution Agreement dated as of          AmeriGas         Form 8-K           10.2
                  August 21, 2001 by and between Columbia          Partners, L.P.     (8/21/01)
                  Propane, L.P. and AmeriGas Propane, L.P.
                  acknowledged and agreed to by CP Holdings, Inc.

     10.39        Promissory Note by National Propane L.P., a         AmeriGas        Form 10-K           10.39
                  Delaware limited partnership in favor of         Partners, L.P.     (9/30/01)
                  Columbia Propane Corporation dated July 19,
                  1999

     10.40        Loan Agreement dated July 19, 1999, between         AmeriGas        Form 10-K           10.40
                  National Propane, L.P. and Columbia Propane      Partners, L.P.     (9/30/01)
                  Corporation

     10.41        First Amendment dated August 21, 2001 to Loan       AmeriGas        Form 10-K           10.41
                  Agreement dated July 19, 1999 between National   Partners, L.P.     (9/30/01)
                  Propane, L.P. and Columbia Propane Corporation

                                      -54-

                           INCORPORATION BY REFERENCE

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
                                                                                             
     10.42        Columbia Energy Group Payment Guaranty dated        AmeriGas        Form 10-K           10.42
                  April 5, 1999                                    Partners, L.P.     (9/30/01)

     10.43        Ground Lease dated August 13, 2001 by and           AmeriGas        Form 10-K           10.43
                  between Reading Terminals Corporation and        Partners, L.P.     (9/30/01)
                  Columbia Propane Corporation

     10.44        Master Lease dated August 20, 2001 between          AmeriGas        Form 10-K           10.44
                  AmeriGas Propane, L.P. and Columbia Propane,     Partners, L.P.     (9/30/01)
                  L.P.

     10.45        Master Sublease dated August 20, 2001 between       AmeriGas        Form 10-K           10.45
                  AmeriGas Propane, L.P. and Columbia Propane,     Partners, L.P.     (9/30/01)
                  L.P.

     10.46        Keep Well Agreement by and between AmeriGas         AmeriGas        Form 10-K           10.46
                  Propane, L.P. and Columbia Propane Corporation   Partners, L.P.     (9/30/01)
                  dated August 21, 2001

     10.47        Management Services Agreement effective as of       AmeriGas        Form 10-K           10.47
                  August 21, 2001 between AmeriGas Propane, Inc.   Partners, L.P.     (9/30/01)
                  and AmeriGas Eagle Holdings, Inc., the general
                  partner of AmeriGas Eagle Propane, L.P.

      *13         Pages 10 through 27 of the AmeriGas Partners,
                  L.P. Annual Report for the year ended
                  September 30, 2002

       18         Letter of Arthur Andersen LLP regarding change      AmeriGas        Form 10-Q            18
                  in accounting principles                         Partners L.P.      (12/31/00)

      *21         Subsidiaries of AmeriGas Partners, L.P.

      *23         Consent of PricewaterhouseCoopers LLP

      *99         Certification by the Chief Executive Officer
                  and the Chief Financial Officer relating to
                  the Registrant's Report on Form 10-K for the
                  fiscal year ended September 30, 2002

*     Filed herewith.

**    As required by Item 14(a)(3), this exhibit is identified as a compensatory
      plan or arrangement.

                                      -55-

(b)   Reports on Form 8-K.

      The Company filed the following Current Reports on Form 8-K during the
fourth quarter of fiscal year 2002:

           DATE                   ITEM NUMBER(S)                                  CONTENT
                                                 
          7/02/02                      4,7             Changes in Registrant's Certifying Accountant

                                                       Letter of Arthur Andersen LLP dated June 28, 2002 regarding
                                                       Changes in Registrant's Certifying Accountant

                                                       News Release dated May 22, 2002 Announcing the Appointment of
                                                       PricewaterhouseCoopers as the Company's Independent Auditor
                                                       for the Fiscal Year Ended September 30, 2002

                                      -56-

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           AMERIGAS PARTNERS, L.P.

Date: December 16, 2002                    By: AmeriGas Propane, Inc.
                                               its General Partner

                                           By: Martha B. Lindsay
                                              ----------------------------------
                                               Martha B. Lindsay
                                               Vice President - Finance
                                               and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 16, 2002 by the following persons on
behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.

         SIGNATURE                                TITLE
         ---------                                -----
                                               
Eugene V.N. Bissell                               President, and Chief
- --------------------------------                  Executive Officer
Eugene V.N. Bissell                               (Principal Executive Officer)
                                                  and Director

Lon R. Greenberg                                  Chairman and Director
- --------------------------------
Lon R. Greenberg

Martha B. Lindsay                                 Vice President - Finance
- --------------------------------                  and Chief Financial Officer
Martha B. Lindsay                                 (Principal Financial Officer)

Richard R. Eynon                                  Controller and
- --------------------------------                  Chief Accounting Officer
Richard R. Eynon                                  (Principal Accounting Officer)

                                      -57-

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 16, 2002 by the following persons on
behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.

         SIGNATURE                                   TITLE
         ---------                                   -----
                                                  
Thomas F. Donovan                                    Director
- ------------------------------
Thomas F. Donovan

Richard C. Gozon                                     Director
- ------------------------------
Richard C. Gozon

                                                     Director
- ------------------------------
William J. Marrazzo

James W. Stratton                                    Director
- ------------------------------
James W. Stratton

Stephen A. Van Dyck                                  Director
- ------------------------------
Stephen A. Van Dyck

Roger B. Vincent                                     Director
- ------------------------------
Roger B. Vincent

                                      -58-

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                              AMERIGAS FINANCE CORP.

Date: December 16, 2002                       By: Martha B. Lindsay
                                                 -------------------------------
                                                  Martha B. Lindsay
                                                  Vice President - Finance
                                                  and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 16, 2002 by the following persons on
behalf of the Registrant and in the capacities indicated.

         SIGNATURE                                   TITLE
         ---------                                   -----
                                                  
Eugene V.N. Bissell                                  President (Principal Executive
- -------------------------------                      Officer) and Director
Eugene V.N. Bissell

Martha B. Lindsay                                    Vice President - Finance
- -------------------------------                      and Chief Financial Officer
Martha B. Lindsay                                    (Principal Financial Officer)
                                                     and Director

Richard R. Eynon                                     Controller and Chief Accounting Officer
- ------------------------------                       (Principal Accounting Officer)
Richard R. Eynon

Brendan P. Bovaird                                   Director
- ------------------------------
Brendan P. Bovaird

                                      -59-

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                              AMERIGAS EAGLE FINANCE CORP.

Date: December 16, 2002                       By: Martha B. Lindsay
                                                 -------------------------------
                                                  Martha B. Lindsay
                                                  Vice President - Finance
                                                  and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 16, 2002 by the following persons on
behalf of the Registrant and in the capacities indicated.

         SIGNATURE                                   TITLE
         ---------                                   -----
                                                  
Eugene V.N. Bissell                                  President (Principal Executive
- ---------------------------------------              Officer) and Director
Eugene V.N. Bissell

Martha B. Lindsay                                    Vice President - Finance
- ---------------------------------------              and Chief Financial Officer
Martha B. Lindsay                                    (Principal Financial Officer)
                                                     and Director

Richard R. Eynon                                     Controller and Chief Accounting Officer
- ---------------------------------------              (Principal Accounting Officer)
Richard R. Eynon

Brendan P. Bovaird                                   Director
- --------------------------------------
Brendan P. Bovaird

                                      -60-

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                              AP EAGLE FINANCE CORP.

Date: December 16, 2002                       By: Martha B. Lindsay
                                                 -------------------------------
                                                  Martha B. Lindsay
                                                  Vice President - Finance
                                                  and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 16, 2002 by the following persons on
behalf of the Registrant and in the capacities indicated.

         SIGNATURE                                   TITLE
         ---------                                   -----
                                                  
Eugene V.N. Bissell                                  President (Principal Executive
- ---------------------------------------              Officer) and Director
Eugene V.N. Bissell

Martha B. Lindsay                                    Vice President - Finance
- ---------------------------------------              and Chief Financial Officer
Martha B. Lindsay                                    (Principal Financial Officer)
                                                     and Director

Richard R. Eynon                                     Controller and Chief Accounting Officer
- ---------------------------------------              (Principal Accounting Officer)
Richard R. Eynon

Brendan P. Bovaird                                   Director
- --------------------------------------
Brendan P. Bovaird

                                      -61-

                                 CERTIFICATIONS

I, Eugene V. N. Bissell, certify that:

1.    I have reviewed this annual report on Form 10-K of AmeriGas Partners,
      L.P., AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle
      Finance Corp.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrants as of, and for, the periods presented in this annual
      report;

4.    The registrants' other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants and
      we have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrants, including their
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      (b)   evaluated the effectiveness of the registrants' disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      (c)   presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrants' other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrants' auditors and the audit
      committee of each registrant's board of directors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrants' ability to
            record, process, summarize and report financial data and have
            identified for the registrants' auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrants'
            internal controls; and

                                      -62-

6.    The registrants' other certifying officer and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

Date:  December 20, 2002

                                       Eugene V. N. Bissell
                                       -----------------------------------------
                                       Eugene V. N. Bissell
                                       President and Chief Executive Officer
                                       AmeriGas Propane, Inc.
                                       AmeriGas Finance Corp.
                                       AmeriGas Eagle Finance Corp.
                                       AP Eagle Finance Corp.

                                      -63-

I, Martha B. Lindsay, certify that:

1.    I have reviewed this annual report on Form 10-K of AmeriGas Partners,
      L.P., AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle
      Finance Corp.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrants as of, and for, the periods presented in this annual
      report;

4.    The registrants' other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants and
      we have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrants, including their
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      (b)   evaluated the effectiveness of the registrants' disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      (c)   presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrants' other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrants' auditors and the audit
      committee of each registrant's board of directors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrants' ability to
            record, process, summarize and report financial data and have
            identified for the registrants' auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrants'
            internal controls; and

                                      -64-

6.    The registrants' other certifying officer and I have indicated in this
      annual report whether there were significant changes in internal controls
      or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

Date:  December 20, 2002

                          Martha B. Lindsay
                          -----------------------------------------
                          Martha B. Lindsay
                          Vice President - Finance and Chief Financial Officer
                          AmeriGas Propane, Inc.
                          AmeriGas Finance Corp.
                          AmeriGas Eagle Finance Corp.
                          AP Eagle Finance Corp.

                                      -65-

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                          AMERIGAS EAGLE FINANCE CORP.
                             AP EAGLE FINANCE CORP.

                              FINANCIAL INFORMATION

                        FOR INCLUSION IN ANNUAL REPORT ON

                            FORM 10-K FOR THE FISCAL

                          YEAR ENDED SEPTEMBER 30, 2002

                                       F-1

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The consolidated financial statements of AmeriGas Partners, L.P. and
subsidiaries, together with the reports thereon of PricewaterhouseCoopers LLP
dated November 15, 2002 (except for Note 17 as to which the date is December
16, 2002) and Arthur Andersen LLP dated November 16, 2001, listed in the
following index, are included in AmeriGas Partners' 2002 Annual Report to
Unitholders and are incorporated herein by reference. With the exception of the
pages listed in this index and information incorporated in Items 5 and 8, the
2002 Annual Report to Unitholders is not to be deemed filed as part of this
Report.

                                                                                Annual Report
                                                                 Form 10-K      to Unitholders
                                                                   (page)           (page)
                                                                   ------           ------
                                                                          
AmeriGas Partners L.P. and Subsidiaries

Financial Statements:

     Reports of Independent Accountants                          Exhibit 13           26

     Consolidated Balance Sheets as of September 30,
        2002 and 2001                                            Exhibit 13           10

     Consolidated Statements of Operations for the years
        ended September 30, 2002, 2001 and 2000                  Exhibit 13           11

     Consolidated Statements of Cash Flows for the years
        ended September 30, 2002, 2001 and 2000                  Exhibit 13           12

     Consolidated Statements of Partners' Capital for the
        years ended September 30, 2002, 2001 and 2000            Exhibit 13           13

     Notes to Consolidated Financial Statements                  Exhibit 13        14 to 25

Supplementary Data (unaudited):
     Quarterly Data for the years ended
         September 30, 2002 and 2001                             Exhibit 13           25

Financial Statements Schedules:

  I-      Condensed Financial Information of Registrant
             (Parent Company)                                    S-1 to S-3

  II-     Valuation and Qualifying Accounts                      S-4 to S-5

          Reports of Independent Accountants on Financial
             Statement Schedules                                 S-6 to S-7

                                       F-2

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

  INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)

                                                                     Form 10-K
                                                                      (page)
                                                                     ---------
                                                                  
AmeriGas Finance Corp.

     Reports of Independent Accountants                              F-5 to F-6

     Balance Sheets as of September 30, 2002 and 2001                F-7

     Statements of Stockholder's Equity for the years
        ended September 30, 2002, 2001 and 2000                      F-8

     Note to Financial Statements                                    F-9

AmeriGas Eagle Finance Corp.

     Reports of Independent Accountants                              F-11 to F-12

     Balance Sheets as of September 30, 2002 and 2001                F-13

     Statements of Stockholder's Equity for the year
        ended September 30, 2002 and for the period from
        February 22, 2001 (inception) through
        September 30, 2001                                           F-14

     Note to Financial Statements                                    F-15

AP Eagle Finance Corp.

     Reports of Independent Accountants                              F-17 to F-18

     Balance Sheets as of September 30, 2002 and 2001                F-19

     Statements of Stockholder's Equity for the year
        ended September 30, 2002 and for the period
        from April 12, 2001 (inception) through
        September 30, 2001                                           F-20

     Note to Financial Statements                                    F-21

We have omitted all other financial statement schedules because the required
information is either (1) not present; (2) not present in amounts sufficient to
require submission of the schedule; or (3) the information required is included
elsewhere in the financial statements or related notes.

                                       F-3

                             AMERIGAS FINANCE CORP.

                              FINANCIAL STATEMENTS
              for the years ended September 30, 2002, 2001 and 2000

                                       F-4

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of AmeriGas Propane, Inc.:

In our opinion, the accompanying balance sheet and the related statement of
stockholder's equity, present fairly, in all material respects, the financial
position of AmeriGas Finance Corp. at September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc.; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The financial statements of
AmeriGas Finance Corp. as of September 30, 2001, and for each of the two years
in the period ended September 30, 2001, were audited by other independent
accountants who have ceased operations. Those independent accountants expressed
an unqualified opinion on those financial statements in their report dated
November 16, 2001.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2002

                                       F-5

           THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S
           REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY
                              ARTHUR ANDERSEN LLP.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To AmeriGas Finance Corp.:

We have audited the accompanying balance sheet of AmeriGas Finance Corp. (a
Delaware corporation and a wholly owned subsidiary of AmeriGas Partners, L.P.)
as of September 30, 2001 and 2000, and the related statements of stockholder's
equity for each of the three years in the period ended September 30, 2001.
These financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based upon our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmeriGas Finance Corp. as of
September 30, 2001 and 2000, in conformity with accounting principles generally
accepted in the United States.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
November 16, 2001

                                       F-6

                          AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                                 BALANCE SHEETS

                                                                             September 30,
                                                                      ---------------------------
                                                                         2002             2001
                                                                      ----------       ----------
                                                                                 
ASSETS

   Cash                                                               $    1,000       $    1,000
                                                                      ----------       ----------
       Total assets                                                   $    1,000       $    1,000
                                                                      ==========       ==========

STOCKHOLDER'S EQUITY

   Common stock, without par value; 100 shares authorized,
     issued and outstanding                                           $        -       $        -
   Additional paid-in capital                                              1,000            1,000
                                                                      ----------       ----------
       Total stockholder's equity                                     $    1,000       $    1,000
                                                                      ==========       ==========

See accompanying note to financial statements.

                                       F-7

                             AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                                                         Additional
                                        Common            Paid-in           Retained
                                         Stock            Capital           Earnings
                                     --------------     -------------     -------------
                                                                 
BALANCE SEPTEMBER 30, 2000              $      -          $   1,000          $      -
                                        --------          ---------          --------

BALANCE SEPTEMBER 30, 2001                     -              1,000                 -
                                        --------          ---------          --------

BALANCE SEPTEMBER 30, 2002              $      -          $   1,000          $      -
                                        ========          =========          ========

See accompanying note to financial statements.

                                       F-8

                             AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                          NOTE TO FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2002 AND 2001

AmeriGas Finance Corp. (AmeriGas Finance), a Delaware corporation, was formed on
March 13, 1995 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).

On April 19, 1995, AmeriGas Partners and AmeriGas Finance jointly and severally
issued $100,000,000 face value of 10.125% Senior Notes due April 2007 (Notes).
In November 2001, AmeriGas Partners redeemed prior to maturity $15,000,000 face
value of the Notes at a redemption price of 103.375%.

AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.

                                       F-9

                          AMERIGAS EAGLE FINANCE CORP.

                              FINANCIAL STATEMENTS
                    for the year ended September 30, 2002 and
                for the period from February 22, 2001 (inception)
                           through September 30, 2001

                                      F-10

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of AmeriGas Propane, Inc.:

In our opinion, the accompanying balance sheet and the related statement of
stockholder's equity, present fairly, in all material respects, the financial
position of AmeriGas Eagle Finance Corp. at September 30, 2002 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the management of AmeriGas
Propane, Inc.; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The financial statements of
AmeriGas Eagle Finance Corp. as of and for the period ended September 30, 2001,
were audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statements in their report dated November 16, 2001.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2002

                                      F-11

           THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S
             REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED
                             BY ARTHUR ANDERSEN LLP.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To AmeriGas Eagle Finance Corp.:

We have audited the accompanying balance sheet of AmeriGas Eagle Finance Corp.
(a Delaware corporation and a wholly owned subsidiary of AmeriGas Partners,
L.P.) as of September 30, 2001, and the related statements of stockholder's
equity for the period from February 22, 2001 (inception) through September 30,
2001. These financial statements are the responsibility of the management of
AmeriGas Propane, Inc. Our responsibility is to express an opinion on these
financial statements based upon our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AmeriGas Eagle Finance Corp. as
of September 30, 2001, in conformity with accounting principles generally
accepted in the United States.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
November 16, 2001

                                      F-12

                          AMERIGAS EAGLE FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                                 BALANCE SHEETS

                                                        September 30,
                                                   ------------------------
                                                     2002            2001
                                                   --------        --------
                                                             
ASSETS

   Cash                                            $  1,000        $  1,000
                                                   --------        --------
       Total assets                                $  1,000        $  1,000
                                                   ========        ========

STOCKHOLDER'S EQUITY

   Common stock, without par value; 100 shares
     authorized, issued and outstanding            $      -        $      -
   Additional paid-in capital                         1,000           1,000
                                                   --------        --------
       Total stockholder's equity                  $  1,000        $  1,000
                                                   ========        ========

See accompanying note to financial statements.

                                      F-13

                          AMERIGAS EAGLE FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                                                                         Additional
                                                         Common           Paid-in           Retained
                                                         Stock            Capital           Earnings
                                                      ------------     -------------      ------------
                                                                                 
BALANCE FEBRUARY 22, 2001                               $       -        $        -         $       -

Issuance of AmeriGas Eagle Finance Corp.
  Common Stock                                                  -             1,000                 -
                                                        ---------        ----------         ---------

BALANCE SEPTEMBER 30, 2001                                      -             1,000                 -
                                                        ---------        ----------         ---------

BALANCE SEPTEMBER 30, 2002                              $       -        $    1,000         $       -
                                                        =========        ==========         =========

See accompanying note to financial statements.

                                      F-14

                          AMERIGAS EAGLE FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                          NOTE TO FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2002 AND 2001

AmeriGas Eagle Finance Corp. (Eagle Finance), a Delaware corporation, was formed
on February 22, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
(AmeriGas Partners).

On April 4, 2001, AmeriGas Partners and Eagle Finance jointly and severally
issued $60,000,000 face value of 10% Senior Notes due April 2006.

AmeriGas Partners owns all 100 shares of Eagle Finance common stock outstanding.

                                      F-15

                             AP EAGLE FINANCE CORP.

                              FINANCIAL STATEMENTS
                    for the year ended September 30, 2002 and
                 for the period from April 12, 2001 (inception)
                           through September 30, 2001

                                      F-16

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of AmeriGas Propane, Inc.:

In our opinion, the accompanying balance sheet and the related statement of
stockholder's equity, present fairly, in all material respects, the financial
position of AP Eagle Finance Corp. at September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc.; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The financial statements of
AP Eagle Finance Corp. as of and for the period ended September 30, 2001, were
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statements in their report dated November 16, 2001.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2002

                                      F-17

           THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S
           REPORT OF ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY
                              ARTHUR ANDERSEN LLP.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To AP Eagle Finance Corp.:

We have audited the accompanying balance sheet of AP Eagle Finance Corp. (a
Delaware corporation and a wholly owned subsidiary of AmeriGas Partners, L.P.)
as of September 30, 2001, and the related statements of stockholder's equity for
the period from April 12, 2001 (inception) through September 30, 2001. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based upon our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AP Eagle Finance Corp. as of
September 30, 2001, in conformity with accounting principles generally accepted
in the United States.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
November 16, 2001

                                      F-18

                             AP EAGLE FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                                 BALANCE SHEETS

                                                                             September 30,
                                                                      ---------------------------
                                                                         2002             2001
                                                                      ----------       ----------
                                                                                 
ASSETS

   Cash                                                               $    1,000       $    1,000
                                                                      ----------       ----------
       Total assets                                                   $    1,000       $    1,000
                                                                      ==========       ==========

STOCKHOLDER'S EQUITY

   Common stock, without par value; 100 shares authorized,
     issued and outstanding                                           $        -       $        -
   Additional paid-in capital                                              1,000            1,000
                                                                      ----------       ----------
       Total stockholder's equity                                     $    1,000       $    1,000
                                                                      ==========       ==========

See accompanying note to financial statements.

                                      F-19

                             AP EAGLE FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                                                                      Additional
                                                      Common            Paid-in          Retained
                                                      Stock             Capital          Earnings
                                                   -------------     --------------    -------------

BALANCE APRIL 12, 2001                               $       -         $        -        $       -

Issuance of AP Eagle Finance Corp.
  Common Stock                                               -              1,000                -
                                                     ---------         ----------        ---------

BALANCE SEPTEMBER 30, 2001                                   -              1,000                -
                                                     ---------         ----------        ---------

BALANCE SEPTEMBER 30, 2002                           $       -         $    1,000        $       -
                                                     =========         ==========        =========

See accompanying note to financial statements.

                                      F-20

                             AP EAGLE FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                          NOTE TO FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2002 AND 2001

AP Eagle Finance Corp. (AP Finance), a Delaware corporation, was formed on April
12, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P. (AmeriGas
Partners).

On August 21, 2001, AmeriGas Partners and AP Finance jointly and severally
issued $200,000,000 face value of 8.875% Series A Senior Notes due May 2011. On
December 20, 2001, AmeriGas Partners and AP Finance exchanged $199,985,000 face
value of 8.875% Series A Senior Notes due May 2011 for a like amount of AmeriGas
Partners and AP Finance 8.875% Series B Senior Notes due May 2011 pursuant to a
registered exchange offer. On May 3, 2002, AmeriGas Partners and AP Finance
jointly and severally issued $40,000,000 face value of 8.875% Series B Senior
Notes due May 2011.

AmeriGas Partners owns all 100 shares of AP Finance common stock outstanding.

                                      F-21

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                                 BALANCE SHEETS
                             (Thousands of dollars)

                                                                       September 30,
                                                              ------------------------------
                                                                  2002              2001
                                                              ------------      ------------
                                                                          
ASSETS

Cash                                                          $        593      $          2
Accounts receivable                                                  7,303             8,246
Investment in AmeriGas Propane, L.P.                               615,067           557,122
Deferred charges                                                     7,792            11,511
                                                              ------------      ------------
        Total assets                                          $    630,755      $    576,881
                                                              ============      ============

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                     1,534             3,985
Accrued interest                                                    14,528             9,662
                                                              ------------      ------------
        Total current liabilities                                   16,062            13,647

Long-term debt                                                     386,327           359,729

Partners' capital:
        Common unitholders                                         201,656           187,001
        Subordinated unitholders                                    17,846            28,513
        General partner                                              2,218             2,174
        Accumulated other comprehensive income (loss)                6,646           (14,183)
                                                              ------------      ------------
        Total partners' capital                                    228,366           203,505
                                                              ------------      ------------
        Total liabilities and partners' capital               $    630,755      $    576,881
                                                              ============      ============

                                       S-1

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                            STATEMENTS OF OPERATIONS
                             (Thousands of dollars)

                                                                                       Year
                                                                                       Ended
                                                                                   September 30,
                                                                   -----------------------------------------------
                                                                       2002             2001              2000
                                                                   -------------    -------------    -------------
                                                                                            
Operating expenses                                                 $        (801)   $          (4)   $         (53)
Interest expense                                                         (35,171)         (15,722)         (10,430)
                                                                   -------------    -------------    -------------

Loss before income taxes                                                 (35,972)         (15,726)         (10,483)
Income tax expense                                                            88                -                -
                                                                   -------------    -------------    -------------
Loss before equity in income of AmeriGas Propane, L.P.                   (36,060)         (15,726)         (10,483)

Equity in income before accounting changes
  of AmeriGas Propane, L.P.                                               91,426           68,741           25,679
                                                                   -------------    -------------    -------------
Income before equity in accounting changes
  of unconsolidated subsidiaries                                          55,366           53,015           15,196

Equity in accounting changes of AmeriGas Propane, L.P.                         -           12,494                -
                                                                   -------------    -------------    -------------
Net income                                                         $      55,366    $      65,509    $      15,196
                                                                   =============    =============    =============

General partner's interest in net income                           $         554    $         655    $         152
                                                                   =============    =============    =============
Limited partners' interest in net income                           $      54,812    $      64,854    $      15,044
                                                                   =============    =============    =============

Income per limited partner unit - basic and diluted:

   Income before accounting changes                                $        1.12    $        1.18    $        0.36
   Cumulative effect of accounting changes, net                                -             0.28                -
                                                                   -------------    -------------    -------------
   Net income                                                      $        1.12    $        1.46    $        0.36
                                                                   =============    =============    =============

Average limited partner units outstanding - basic (thousands)             48,909           44,453           41,969
                                                                   =============    =============    =============

Average limited partner units outstanding - diluted (thousands)           48,932           44,453           41,969
                                                                   =============    =============    =============

                                       S-2

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
   SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)

                            STATEMENTS OF CASH FLOWS
                             (Thousands of dollars)

                                                                                                   Year
                                                                                                  Ended
                                                                                               September 30,
                                                                              ------------------------------------------
                                                                                 2002           2001             2000
                                                                              -----------    -----------     -----------
                                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                 $    55,366    $    65,509     $    15,196
   Reconciliation of net income to net cash from operating activities:
      Equity in income of AmeriGas Propane, L.P.                                  (91,426)       (81,235)        (25,679)
      Other, net                                                                    3,716         (2,617)            306
      Increase (decrease) in accounts receivable                                      943         (3,183)              -
      Increase in current liabilities                                               2,415          8,951              53
                                                                              -----------    -----------     -----------
        Net cash used by operating activities                                     (28,986)       (12,575)        (10,124)
                                                                              -----------    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Contributions to AmeriGas Propane, L.P.                                        (97,693)      (294,357)              -
   Distributions from AmeriGas Propane, L.P.                                      152,004        111,744         103,390
                                                                              -----------    -----------     -----------
        Net cash provided (used) by investing activities                           54,311       (182,613)        103,390
                                                                              -----------    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions                                                                 (108,504)       (98,435)        (93,266)
   Issuance of long-term debt                                                      41,600        252,833               -
   Repayments of long-term debt                                                   (15,000)             -               -
   Proceeds from issuance of Common Units                                          56,599         39,836               -
   Capital contribution from General Partner                                          571            956               -
                                                                              -----------    -----------     -----------
        Net cash provided (used) by financing activities                          (24,734)       195,190         (93,266)
                                                                              -----------    -----------     -----------

Change in cash and cash equivalents                                           $       591    $         2     $         -
                                                                              ===========    ===========     ===========

CASH AND CASH EQUIVALENTS:
   End of period                                                              $       593    $         2     $         -
   Beginning of period                                                                  2              -               -
                                                                              -----------    -----------     -----------
        Change                                                                $       591    $         2     $         -
                                                                              ===========    ===========     ===========

                                       S-3

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (Thousands of dollars)

                                                                          Charged
                                                       Balance at        (credited)                              Balance at
                                                       beginning        to costs and                               end of
                                                        of year           expenses              Other               year
                                                      ------------      ------------      -----------------      -----------
                                                                                                     
YEAR ENDED SEPTEMBER 30, 2002
Reserves deducted from assets in
  the consolidated balance sheet:

     Allowance for doubtful accounts                  $     10,792      $      7,171      $     (10,375)(1)      $     7,588
                                                      ============                                               ===========
     Allowance for amortization of deferred
       financing costs                                $     10,859      $      2,722      $           -          $    13,581
                                                      ============                                               ===========
Other reserves:
     Self-insured property and casualty liability     $     31,668      $     16,739      $     (11,012)(2)      $    37,395
                                                      ============                                               ===========
     Insured property and casualty liability          $      1,466      $          -      $       2,034 (3)      $     3,500
                                                      ============                                               ===========
     Environmental, litigation and other              $     10,629      $      3,468      $      (2,387)(2)      $    12,999
                                                      ============                                               ===========
                                                                                                  1,289 (3)

YEAR ENDED SEPTEMBER 30, 2001
Reserves deducted from assets in
  the consolidated balance sheet:

     Allowance for doubtful accounts                  $      6,529      $      7,497      $      (3,234)(1)      $    10,792
                                                      ============                                               ===========
     Allowance for amortization of deferred
       financing costs                                $      8,835      $      2,024      $           -          $   10,859
                                                      ============                                               ===========
Other reserves:
     Self-insured property and casualty liability     $     32,036      $     12,837      $     (13,205)(2)      $    31,668
                                                      ============                                               ===========
     Insured property and casualty liability          $      2,068      $       (602)     $           -          $     1,466
                                                      ============                                               ===========
     Environmental, litigation and other              $     11,366      $      1,389      $      (2,126)(2)      $    10,629
                                                      ============                                               ===========

                                       S-4

                    AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES

           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
                             (Thousands of dollars)

                                                                          Charged
                                                       Balance at        (credited)                              Balance at
                                                       beginning        to costs and                               end of
                                                        of year           expenses              Other               year
                                                      ------------      ------------      -----------------      -----------
                                                                                                     
YEAR ENDED SEPTEMBER 30, 2000
Reserves deducted from assets in
  the consolidated balance sheet:

     Allowance for doubtful accounts                  $      5,998      $      5,476      $      (4,945)(1)      $     6,529
                                                      ============                                               ===========
     Allowance for amortization of other
       deferred costs                                 $      1,371      $         99      $      (1,470)(3)      $         -
                                                      ============                                               ===========
     Allowance for amortization of deferred
       financing costs                                $      7,063      $      1,772      $           -          $     8,835
                                                      ============                                               ===========

Other reserves:
     Self-insured property and casualty liability     $     33,445      $     11,377      $     (12,786)(2)      $    32,036
                                                      ============                                               ===========
     Insured property and casualty liability          $      5,068      $     (3,000)     $           -          $     2,068
                                                      ============                                               ===========
     Environmental, litigation and other              $     13,327      $        261      $      (2,262)(2)      $    11,366
                                                      ============                                               ===========
                                                                                                     40 (3)

(1)   Uncollectible accounts written off, net of recoveries.

(2)   Payments, net of any refunds

(3)   Other adjustments.

                                       S-5

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of AmeriGas Partners, L.P. and the
Board of Directors of AmeriGas Propane, Inc.:

In our opinion, the consolidated financial statements, as of and for the period
ended September 30, 2002, listed in the index appearing under Item 15a(1) and
(2) present fairly, in all material respects, the financial position of AmeriGas
Partners, L.P. and its subsidiaries at September 30, 2002, and the results of
their operations and their cash flows for the period ended September 30, 2002 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedules listed,
as of and for the year ended September 30, 2002, in the index appearing under
Item 15a(1) and (2) present fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedules are the responsibility of the management of AmeriGas Propane, Inc.;
our responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audit. We conducted our audit of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The consolidated financial
statements of AmeriGas Partners, L.P. and its subsidiaries as of September 30,
2001, and for each of the two years in the period ended September 30, 2001, were
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statements in their report dated November 16, 2001.

As discussed in Note 2 to the consolidated financial statements, the Partnership
adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, in fiscal 2002.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2002, except for Note 17 as to which the date is December 16, 2002

                                       S-6

     THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF
     ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of AmeriGas Partners, L.P. and the
Board of Directors of AmeriGas Propane, Inc.:

We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the AmeriGas
Partners, L.P. annual report to unitholders for the year ended September 30,
2001, incorporated by reference in this Form 10-K, and have issued our report
thereon dated November 16, 2001. Our report on the financial statements includes
an explanatory paragraph with respect to the changes in the method of accounting
for tank installation costs and nonrefundable tank fees and the adoption of the
provisions of SFAS No. 133 as discussed in Notes 2 and 4 to the financial
statements. Our audits were made for the purpose of forming an opinion on those
basic consolidated financial statements taken as a whole. The schedules listed
in the index on pages F-2 and F-3 are the responsibility of the management of
AmeriGas Propane, Inc. and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
November 16, 2001

                                       S-7

                                  EXHIBIT INDEX

         EXHIBIT NO.                      DESCRIPTION
         -----------                      -----------
                     
            10.1        Second Amended and Restated Credit Agreement dated as of
                        August 22, 2002 among AmeriGas Propane, L.P., AmeriGas
                        Propane, Inc., Petrolane Incorporated, Bank of America,
                        N.A., as Issuing Bank and Swingline Bank, and certain
                        banks

            10.2        AmeriGas Propane, Inc. Discretionary Long-Term Incentive
                        Plan for Non-Executive Key Employees

            13          Pages 10 to 27 of the AmeriGas Partners, L.P. 2002
                        Annual Report for year ended September 30, 2002

            21          Subsidiaries of AmeriGas Partners, L.P.

            23          Consent of PricewaterhouseCoopers LLP

            99          Certifications of Chief Executive Officer and Chief
                        Financial Officer

                                                                    Exhibit 10.1

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of August 22, 2002

                                      among

                             AMERIGAS PROPANE, L.P.,
                             AMERIGAS PROPANE, INC.,
                             PETROLANE INCORPORATED,

                         BANC OF AMERICA SECURITIES LLC,
                       as Lead Arranger and Book Manager,

                              WACHOVIA BANK, N.A.,
                              as Syndication Agent,

               CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH,
                           as Co-Documentation Agent,

                               CITICORP USA, INC.,
                           as Co-Documentation Agent,

                             BANK OF AMERICA, N.A.,
                   as Agent, Issuing Bank and Swing Line Bank,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                  Florida documentary stamp tax in the full amount required by
        law has been paid on the mortgages recorded in Florida that secure this
        Second Amended and Restated Credit Agreement.

                                TABLE OF CONTENTS

                                                                                                                 PAGE
                                                                                                              
ARTICLE I             DEFINITIONS.............................................................................    2

         1.1      Certain Defined Terms.......................................................................    2

         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........................................................................................   37

         2.11     Computation of Fees and Interest............................................................   39

         2.12     Payments by the Borrowers...................................................................   39

         2.13     Payments by the Banks to the Agent, etc.....................................................   39

         2.14     Sharing of Payments, etc....................................................................   40

         2.15     Revolving Termination Date..................................................................   41

         2.16     Swingline Loans.............................................................................   42

ARTICLE III           THE LETTERS OF CREDIT...................................................................   44

         3.1      The Letter of Credit Subfacility............................................................   44

         3.2      Issuance, Amendment and Renewal of Letters of Credit........................................   45

         3.3      Risk Participations, Drawings and Reimbursements............................................   47

         3.4      Repayment of Participations.................................................................   48

         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

                                      -i-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                              
         3.9      Applicability of ISP98 and UCP..............................................................   51

         3.10     Conflict with L/C Application...............................................................   52

ARTICLE IV            TAXES, YIELD PROTECTION AND ILLEGALITY..................................................   52

         4.1      Taxes.......................................................................................   52

         4.2      Illegality..................................................................................   53

         4.3      Increased Costs and Reduction of Return.....................................................   54

         4.4      Funding Losses..............................................................................   54

         4.5      Inability to Determine Rates................................................................   55

         4.6      Certificates of Banks.......................................................................   55

         4.7      Substitution of Banks.......................................................................   56

         4.8      Survival....................................................................................   56

ARTICLE V             CONDITIONS PRECEDENT....................................................................   56

         5.1      Conditions of Initial Credit Extension......................................................   56

         5.2      Conditions to All Borrowings................................................................   59

ARTICLE VI            REPRESENTATIONS AND WARRANTIES..........................................................   60

         6.1      Organization, Standing, etc.................................................................   60

         6.2      Partnership Interests and Subsidiaries......................................................   60

         6.3      Qualification; Corporate or Partnership Authorization.......................................   61

         6.4      Financial Statements........................................................................   61

         6.5      Changes, etc................................................................................   61

         6.6      Tax Returns and Payments....................................................................   61

         6.7      Indebtedness................................................................................   62

         6.8      Transfer of Assets and Business.............................................................   62

         6.9      Litigation, etc.............................................................................   63

         6.10     Compliance with Other Instruments, etc......................................................   63

         6.11     Governmental Consent........................................................................   64

         6.12     Investment Company Act......................................................................   64

         6.13     Public Utility Holding Company Act..........................................................   64

         6.14     Chief Executive Office......................................................................   64

         6.15     Matters Relating to Petrolane...............................................................   64

                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                              
         6.16     Matters Relating to the General Partner.....................................................   64

         6.17     ERISA Compliance............................................................................   65

         6.18     Use of Proceeds; Margin Regulations.........................................................   65

         6.19     Environmental Warranties....................................................................   65

         6.20     Copyrights, Patents, Trademarks and Licenses, etc...........................................   67

         6.21     Insurance...................................................................................   67

         6.22     Full Disclosure.............................................................................   67

         6.23     Solvency....................................................................................   67

         6.24     Title Insurance.............................................................................   67

         6.25     PPD/GP Debt Contributions...................................................................   68

         6.26     Florida Taxes...............................................................................   68

ARTICLE VII           AFFIRMATIVE COVENANTS...................................................................   69

         7.1      Financial Statements........................................................................   69

         7.2      Reserved....................................................................................   72

         7.3      Adequate Reserves...........................................................................   72

         7.4      Partnership or Corporate Existence; Business; Compliance with Laws..........................   72

         7.5      Payment of Taxes and Claims.................................................................   73

         7.6      Maintenance of Properties: Insurance........................................................   73

         7.7      License Agreements..........................................................................   73

         7.8      Chief Executive Office......................................................................   73

         7.9      Subsidiary Guarantors.......................................................................   74

         7.10     New Mortgages; Recordation..................................................................   74

         7.11     Further Assurances..........................................................................   74

         7.12     Covenant to Secure Notes Equally............................................................   75

         7.13     Designations With Respect to Subsidiaries...................................................   75

         7.14     Covenants of the General Partner and Petrolane..............................................   76

         7.15     Books and Records...........................................................................   77

         7.16     Environmental Covenant......................................................................   77

ARTICLE VIII          NEGATIVE COVENANTS......................................................................   78

         8.1      Indebtedness................................................................................   78

                                     -iii-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                             
         8.2      Minimum Interest Coverage...................................................................   81

         8.3      Liens, etc..................................................................................   81

         8.4      Investments, Contingent Obligations, etc....................................................   84

         8.5      Restricted Payments.........................................................................   86

         8.6      Transactions with Affiliates................................................................   87

         8.7      Subsidiary Stock and Indebtedness...........................................................   87

         8.8      Consolidation, Merger, Sale of Assets, etc..................................................   88

         8.9      Use of Proceeds.............................................................................   92

         8.10     Change in Business..........................................................................   92

         8.11     Accounting Changes..........................................................................   92

         8.12     Clean Down..................................................................................   93

         8.13     Receivables.................................................................................   93

         8.14     Leverage Ratio..............................................................................   93

         8.15     Acquisitions................................................................................   93

         8.16     Limitation on Restricted Agreements.........................................................   94

         8.17     AEPLP.......................................................................................   94

ARTICLE IX            EVENTS OF DEFAULT.......................................................................   97

         9.1      Event of Default............................................................................   97

         9.2      Remedies....................................................................................  100

         9.3      Rights Not Exclusive........................................................................  100

         9.4      Application of Funds........................................................................  101

ARTICLE X             THE AGENT...............................................................................  101

         10.1     Appointment and Authorization...............................................................  101

         10.2     Delegation of Duties........................................................................  102

         10.3     Liability of Agent..........................................................................  102

         10.4     Reliance by Agent...........................................................................  102

         10.5     Notice of Default...........................................................................  103

         10.6     Credit Decision.............................................................................  103

         10.7     Indemnification.............................................................................  104

         10.8     Agent in Individual Capacity................................................................  104

                                      -iv-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                                 PAGE
                                                                                                             
         10.9     Successor Agent.............................................................................  104

         10.10    Agent May File Proofs of Claim..............................................................  105

         10.11    Collateral and Guaranty Matters.............................................................  106

         10.12    Other Agents; Arrangers and Managers........................................................  106

         10.13    Withholding Tax.............................................................................  106

ARTICLE XI            MISCELLANEOUS...........................................................................  108

         11.1     Amendments and Waivers......................................................................  108

         11.2     Notices and Other Communications; Facsimile Copies..........................................  109

         11.3     No Waiver; Cumulative Remedies..............................................................  110

         11.4     Costs and Expenses..........................................................................  110

         11.5     Indemnity...................................................................................  111

         11.6     Joint and Several Liability.................................................................  112

         11.7     Payments Set Aside..........................................................................  113

         11.8     Successors and Assigns......................................................................  114

         11.9     Assignments, Participations. etc............................................................  114

         11.10    Changes of Commitments......................................................................  116

         11.11    Confidentiality.............................................................................  117

         11.12    Set-off.....................................................................................  118

         11.13    Notification of Addresses; etc..............................................................  118

         11.14    Counterparts................................................................................  118

         11.15    Severability................................................................................  118

         11.16    No Third Parties Benefited..................................................................  119

         11.17    Governing Law and Jurisdiction..............................................................  119

         11.18    Waiver of Jury Trial........................................................................  119

         11.19    Entire Agreement............................................................................  120

         11.20    Collateral Agency Agreement.................................................................  120

         11.21    Ratification and Confirmation of the Security Documents.....................................  120

         11.22    Interest Rate Limitation....................................................................  120

         11.23    Survival of Representations and Warranties..................................................  120

                                      -v-

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                  This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof, this "Agreement"), dated as of August 22,
2002, among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the
"Company"), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the "General
Partner"), PETROLANE INCORPORATED, a Pennsylvania corporation ("Petrolane"; the
Company, the General Partner and Petrolane are, on a joint and several basis,
the "Borrowers"), BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book
Manager, WACHOVIA BANK, N.A., as Syndication Agent, CREDIT SUISSE FIRST BOSTON,
CAYMAN ISLANDS BRANCH, as Co-Documentation Agent, CITICORP USA, INC., as
Co-Documentation Agent, the several financial institutions from time to time
party to this Agreement (collectively, the "Banks"; individually, a "Bank") and
BANK OF AMERICA, N.A., as administrative agent for the Banks, issuing bank and
swing line bank.

                  WHEREAS, the Borrowers, the Banks and the Agent are parties to
the Existing Credit Agreement (as defined below), pursuant to which the Banks
have (a) made revolving credit loans to the Borrowers and have issued or
participated in letters of credit for the account of the Borrowers, in each case
for working capital and general purposes of the Company in an aggregate
principal amount of up to $100,000,000 at any one time outstanding, and (b) made
revolving credit loans to the Borrowers to finance acquisitions in an aggregate
principal amount of up to $75,000,000 at any one time outstanding;

                  WHEREAS, the Borrowers 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 refinanced and converted into
$100,000,000 of Revolving Commitments and Revolving Loans under this Agreement,
the proceeds of which are to be used by the Borrowers for working capital and
general purposes of the Company, (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 refinanced and converted into
$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 Borrowers to finance acquisitions, or with respect to Specified Acquisition
Loans, for working capital and general purposes of the Company and (iii) the
Existing Credit Agreement otherwise be amended and restated in its entirety as
set forth below in this Agreement; and

                  WHEREAS, the Banks are willing, on the terms and subject to
the conditions set forth in this Agreement, to amend and restate the terms of
the Existing Credit Agreement 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 to amend and
restate the Existing Credit Agreement as follows:

                                       1

                                   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.

                  "Acquired Portion" has the meaning specified in Section
11.10(a).

                  "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) the purchase or other acquisition (in one transaction or a series
of transactions) of assets of another Person that constitute a business unit.

                  "Acquisition Commitment" has the meaning specified in Section
2.1(a).

                  "Acquisition Commitment Percentage" has the meaning specified
in Section 11.10(a).

                  "Acquisition Loan" has the meaning specified in Section
2.1(a).

                  "Acquisition Loan Termination Date" means the earlier to occur
of:

                  (a)      October 1, 2003; 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.

                                       2

                  "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.

                  "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 Bank of America 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 Bank of America 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 the signature page hereto in relation to the Agent, or such other
address as the Agent may from time to time specify by notice to the Borrowers
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.

                  "Applicable Margin" means

                                       3

                  (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:

           Pricing Tier               Funded Debt Ratio                        Margin
           ------------               -----------------                        ------
                                                                         
           I                          Less than or equal to 1.75x              1.0000%
           II                         Greater than 1.75 x but less than or     1.2500%
                                      equal to 2.75x
           III                        Greater than 2.75 x but less than or     1.3750%
                                      equal to 3.25x
           IV                         Greater than 3.25 x but less than or     1.6250%
                                      equal to 3.75x
           V                          Greater than 3.75x but less than or      1.7500%
                                      equal to 4.25x
           VI                         Greater than 4.25x but less than or      2.0000%
                                      equal to 4.75x
           VII                        Greater than 4.75                        2.2500%

For the purpose of determining the applicable Pricing Tier above, 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. 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 VI 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 Restatement Effective Date through December 29, 2002,
the applicable Pricing Tier shall be determined by reference to the Compliance
Certificate delivered pursuant to Section 5.1(m).

                  "Arranger" means Banc of America Securities LLC.

                  "Asset Acquisition" means (a) an Investment by the Company 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 Company
or any Restricted Subsidiary, (b) the acquisition by the Company or any
Restricted Subsidiary of the assets of any Person (other than

                                       4

a Restricted Subsidiary) which constitute all or substantially all of the assets
of such Person or (c) the acquisition by the Company or any Restricted
Subsidiary 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 used by the Company and its
Subsidiaries in the conduct of the Business.

                  "Assignee" has the meaning specified in Section 11.9(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).

                  "Available Cash" as to any calendar quarter means

                  (a) the sum of (i) all cash of the Company and the Restricted
Subsidiaries on hand at the end of such quarter and (ii) all additional cash of
the Company 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 Company 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 Restatement Effective Date, together with all
related definitions, being hereby incorporated herein in the form included in
such partnership agreement on the Restatement Effective 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 Company 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 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
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

                                       5

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 Company
from responsible financial institutions under binding, irrevocable credit
facility commitments (and which are subject to no conditions which the Company
is unable to meet) and letters of credit to be used to refinance such principal
(so long as 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 Company 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 Company 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 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.

                  "Bank of America" means Bank of America, N.A. and its
successors.

                  "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) the
rate of interest in effect for such day as publicly announced from time to time
by Bank of America as its "prime rate." The "prime rate" is a rate set by Bank
of America based upon various factors including Bank of America's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

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

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

                  "Borrowing" means a borrowing hereunder consisting of Loans of
the same Type made to the Borrowers on the same day by the Banks (or in the case
of Swingline 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.

                                       6

                  "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.

                  "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, partnership interests (whether general or limited) 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, 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 Company 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.

                                       7

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

                  "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 Borrowers, the Restricted
Subsidiaries, the Agent, the holders of the Mortgage Notes and the Collateral
Agent, as the same may be amended, supplemented or otherwise modified from time
to time.

                  "Collateral Agent" means Bank of America, in its capacity as
Collateral Agent under the Collateral Agency Agreement.

                  "Columbia Acquisition" means the acquisition by the Company 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 Company, 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 July
12, 2002, among the Borrowers, the Agent and the Arranger.

                  "Commitment Termination Date Extension Request" means a
request substantially in the form of Exhibit C.

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

                  "Company Financials" has the meaning specified in Section
7.14(b).

                  "Compliance Certificate" means a certificate substantially in
the form of Exhibit D.

                  "Consolidated Cash Flow" means with respect to the Company 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

                                       8

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
Company 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 Company 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
Company and the Restricted Subsidiaries in the operation of such acquired
business or asset and non-personnel costs and expenses incurred by the Company
and the Restricted Subsidiaries in the operation of the Company's business at
similarly situated Company facilities or Restricted Subsidiary facilities.

                  "Consolidated Income Tax Expense" means with respect to the
Company and the Restricted Subsidiaries for any period, the provision for
federal, state, local and foreign income taxes of the Company 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
Company and the Restricted Subsidiaries for any period, without duplication, the
sum of (i) the interest expenses of the Company 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 Company 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 Company
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 Company or any Restricted Subsidiary, (iv) the net income
or loss prior to the date of acquisition of any Person combined with the Company
or any Restricted Subsidiary in a pooling of interest, (v) 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 (vi) the cumulative effect of any changes in accounting
principles.

                                       9

                  "Consolidated Net Worth" means, of any Person, at any date of
determination, the total partners' equity (in the case of a partnership) or
stockholders' equity (in the case of a corporation) 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 Company) prepared in accordance with GAAP (less, in the case of the
Company, the Net Amount of Unrestricted Investment as of such date).

                  "Consolidated Non-Cash Charges" means, with respect to the
Company 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 Company 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 Company 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
Company 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 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

                                        10

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
Company 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.

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

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

                  "Decreasing Bank" has the meaning specified in Section 11.10.

                  "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(a).

                  "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.

                  "Drop Down Assets" has the meaning specified in Section
8.17(b).

                  "EBIT" means, for any period, the Company'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 interest charges and income tax expense in each case for such
period, as determined in accordance with GAAP.

                                       11

                  "EBITDA" means, for any period, EBIT plus the Company'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 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
realized 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 for the Company 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.

                                       12

                  "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 Company 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 Company or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in 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 Company 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 Company 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 Rate  =             Eurodollar Base Rate
                            ------------------------------------
                            1.00 - Eurodollar Reserve Percentage

                  Where,

                  "Eurodollar Base Rate" means, for such Interest Period:

                  (a) the rate per annum 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,

                                       13

                  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 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 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 same day
                  funds in the approximate amount of the Eurodollar Rate Loan
                  being made, continued or converted by Bank of America and with
                  a term equivalent to such Interest Period would be offered by
                  Bank of America'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 Acquisition Commitment Percentage" has the meaning
specified in Section 11.10(a).

                                       14

                  "Existing Credit Agreement" means that certain Amended and
Restated Credit Agreement, dated as of September 15, 1997, among the Borrowers,
the financial institutions party thereto, Bank of America, N.A. (formerly known
as Bank of America National Trust and Savings Association), as Agent and
Wachovia Bank, National Association (formerly known as First Union National
Bank), as Syndication Agent, as amended up to but not including the Restatement
Effective Date.

                  "Existing Letters of Credit" means all letters of credit
issued under the Existing Credit Agreement and outstanding on the Restatement
Effective Date.

                  "Existing Revolving Commitment Percentage" has the meaning
specified in Section 11.10(a).

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

                  "Fee Letter" has the meaning specified in Section 2.10(a).

                  "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 Company 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).

                  "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.

                                       15

                  "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 or otherwise modified from time to time.

                  "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.

                  "Increasing Bank" has the meaning specified in Section 11.10.

                  "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)

                                       16

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 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
11.5.

                  "Indemnified Parties" has the meaning specified in Section
11.5.

                  "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 Company 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 Borrowers in their 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

                                       17

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;

                  (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 Company 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 Company 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.

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

                                       18

                  "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.

                  "Issuing Bank" means Bank of America 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 Company 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
a 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 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 11.2, or such other
office or offices as such Bank may from time to time notify the Company and the
Agent.

                                       19

                  "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.

                  "License Agreements" means, collectively, (a) the Software
License Agreement, dated April 19, 1995, by and among the General Partner, the
Public Partnership, and the Company 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 Company, (c) the Trademark License Agreement, dated April 19, 1995, by
and among UGI, AmeriGas, Inc., the General Partner, the Public Partnership and
the Company and (d) the Trademark License Agreement, dated April 19, 1995, by
and among the General Partner, the Public Partnership and the Company, 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 Borrowers
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 Swingline
Loan; provided, that no Swingline 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, 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.

                                       20

                  "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 Company and its Restricted
Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Company or any Restricted Subsidiary to perform 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.

                  "Mortgage Notes" mean the First Mortgage Notes of the
Borrowers, dated as of April 12, 1995, in the aggregate original principal
amount of $518,000,000, as the same may be amended, supplemented or otherwise
modified.

                  "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 Company 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) brokerage commissions and other fees and expenses
(including without limitation fees and expenses of legal counsel and accountants
and fees, expenses and discounts or commissions of underwriters, placement
agents

                                       21

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 Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to such Asset Sale, (iv) appropriate
amounts to be provided by the Company 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 Company 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 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 Borrowers in
favor of a Bank pursuant to Section 2.2(b), 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.

                  "Note Agreements" means the separate Note Agreements, each
dated as of April 12, 1995, among the Borrowers and the holders of the Mortgage
Notes, as the same may be amended, supplemented or otherwise modified from time
to time.

                  "Notice Date" shall have the meaning specified in Section
2.15.

                  "Notice of Borrowing" means a notice in substantially the form
of Exhibit A-1, in the case of a Swingline 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
or all of the Borrowers or other Obligors 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.

                  "Obligor" means any Borrower or any other Person (other than
the Agent or any Bank) obligated under any Loan Document.

                  "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

                                       22

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, as the same may be amended, supplemented or
otherwise modified from time to time.

                  "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 Mortgage Notes, the Series D First
Mortgage Notes, the Series E First Mortgage Notes and other Indebtedness of the
Company (other than Indebtedness hereunder) 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 11.9(d).

                  "Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of the Company, as in effect on the Restatement
Effective 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 Restatement Effective 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 Company or any ERISA Affiliates may have any liability.

                  "Permitted Banks" has the meaning specified in Section 8.4.

                                       23

                  "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,
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.

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

                  "PP&E Acquisition/Investment/Transfer Limit" has the meaning
specified in Section 8.15.

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

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

                  "PPD/GP Debt Contribution" has the meaning specified in
Section 8.1(l).

                  "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."

                  "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 the Indenture among the
Public Partnership, AmeriGas Finance Corp., and First Fidelity Bank, National
Association, as trustee, with respect to the Public Partnership Notes, as the
same may be amended, supplemented or otherwise modified from time to time.

                  "Public Partnership Notes" means the notes issued on April 19,
1995, jointly and severally, by the Public Partnership and AmeriGas Finance
Corp., in the aggregate principal

                                       24

amount of $100 million, 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 Swingline 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 Company, 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 Company, or any
other officer having substantially the same authority and responsibility.

                  "Restatement Effective Date" means the date on which all
conditions precedent set forth in Section 5.1 are satisfied or waived by the
Banks (or, in the case of Section 5.1(i), waived by the Person entitled to
receive such payment).

                  "Restricted Payment" means with respect to each of the Company
and its Restricted Subsidiaries (the "Covered Persons"), (a) in the case of any
Covered Person that is a

                                       25

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 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; or (c) 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 Company to AEPI pursuant to the Keep Well Agreement.

                  "Restricted Subsidiary" means any Subsidiary of the Company
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 Commitment Percentage" has the meaning specified in
Section 11.10(a).

                  "Revolving Loan" has the meaning specified in Section 2.1(b).

                  "Revolving Termination Date" means the earlier to occur of:

                           (a) October 1, 2003, 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

                  "Sale and Lease-Back Transaction" of a Person (a "Transferor")
means any arrangement (other than between the Company 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 Company
in favor of the Collateral Agent, and (ii) the deed of trust, assignment of
leases and rents, security agreement, financing statement and fixture filings
made by the Company in favor of the Collateral Agent, each dated as of the
Original 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
Original Closing Date by the Company as required by Section 7.10 and those
executed by Restricted Subsidiaries after the Original 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 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 Borrowers under the Mortgage Notes and obligations of the Company with
respect to Parity Debt.

                  "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
Company, the General Partner and the purchasers named in Schedule I thereto (but
not any extension, refunding or refinancing thereof).

                  "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
Company, the General Partner and the purchasers named in Schedule I thereto.

                  "Significant Subsidiary Group" means any Subsidiary of the
Company which is, or any group of Subsidiaries of the Company 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 Company for the fiscal
year most recently

                                       27

ended or more than 1% of consolidated total assets of the Company 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 or otherwise
modified from time to time.

                  "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 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

                                       28

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 Bank of America in its capacity as
provider of Swingline Loans, or any successor swing line bank hereunder.

                  "Swingline Loan" has the meaning specified in Section 2.16(a).

                  "Swing Line Sublimit" means an amount equal to the lesser of
(a) $15,000,000 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 Company and the Restricted Subsidiaries as
would be shown on a consolidated balance sheet of the Company 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 Company 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).

                  "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 Company
which is not a Restricted Subsidiary.

                                       29

                  "Wholly-Owned Restricted Subsidiary" means any Restricted
Subsidiary that is also a Wholly-Owned Subsidiary of the Company.

                  "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, AEPLP
shall be deemed a "Wholly-Owned Subsidiary" of the Company for so long as the
Company 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 Company for
so long as (i) AEPLP remains a Restricted Subsidiary 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."

         (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.

                                       30

                  (g) This Agreement and the other Loan Documents are the result
of negotiations among and have been reviewed by counsel to the Agent, the
Company 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 Borrowers, 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 Borrowers, 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 Company.

                                   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 Borrowers (each such
loan, an "Acquisition Loan") from time to time on any Business Day during the
period from the Restatement Effective 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 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 11.9, the Bank's
"Acquisition Commitment"); provided, that the Effective Amount of all
outstanding Specified Acquisition Loans shall not exceed $30,000,000. Within the
limits of each Bank's Acquisition Commitment and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.1(a), prepay
under Section 2.6 and reborrow under this Section 2.1(a). On the Restatement
Effective Date, the aggregate outstanding principal amount of the Acquisition
Loans under (and as defined in) the Existing Credit Agreement shall be (i)
automatically deemed to be Acquisition Loans under this Agreement for all
purposes of this Agreement and the other Loan Documents and (ii) continued as
Base Rate Loans or Eurodollar Rate Loans under this Agreement, as the case may
be; provided, that any Eurodollar Rate Loan so continued shall be continued only
until the last day of the applicable Interest Period for such Loan.

                  (b) The Revolving Credit. Each Bank severally agrees, on the
terms and conditions set forth herein, to make loans to the Borrowers (each such
loan, a "Revolving Loan")

                                       31

from time to time on any Business Day during the period from the Restatement
Effective 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 11.9, 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 Swingline Loans shall not exceed
the Revolving Commitments. On the Restatement Effective Date, the aggregate
outstanding principal amount of the Revolving Loans under (and as defined in)
the Existing Credit Agreement shall be (i) automatically deemed to be Revolving
Loans under this Agreement for all purposes of this Agreement and the other Loan
Documents and (ii) continued as Base Rate Loans or Eurodollar Rate Loans under
this Agreement, as the case may be; provided, that any Eurodollar Rate Loan so
continued shall be continued only until the last day of the applicable Interest
Period for such Loan. Within the limits of each Bank's Revolving Commitment, and
subject to the other terms and conditions hereof, the Borrowers 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 Borrowers may
request the Issuing Bank to Issue Letters of Credit from time to time pursuant
to Article III. In addition, the Borrowers may request the Swing Line Bank to
make Swingline Loans to the Borrowers 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. The loan accounts or records maintained by the Agent and
each Bank shall be rebuttable presumptive evidence of the amount of the Loans
made by the Banks to the Borrowers and the interest and principal payments
thereof. Any failure so to record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrowers hereunder to pay any
amount owing with respect to the Loans. In case of a discrepancy between the
entries in the Agent's books and any Bank's books, such Bank's books shall be
rebuttably presumptively correct.

                  (b) Upon the request of any Bank made through the Agent, 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 Borrowers with respect thereto. Each such Bank
is irrevocably authorized by the Borrowers 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 Borrowers 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 Borrowers hereunder or under any such Note to pay
any amount owing with respect to the Loans made by such Bank. Any Note issued to
an Increasing Bank to evidence an Acquired Portion for which a Note was
previously issued shall state that it is an amended and restated Note given in
renewal of the applicable previously issued Note or Notes.

                  (c) 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

                                       32

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
Swingline Loans) shall be made upon the Borrowers' 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 12:00 noon) (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 Borrowers 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.

         (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 Borrowers at the Agent's
Payment Office by 1:00 p.m. (New York City time) on the Borrowing Date requested
by the Borrowers in funds immediately available to the Agent. The proceeds of
all such Loans will then be made available to the Borrowers by the Agent on the
Borrowing Date by wire transfer in accordance with written instructions provided
to the Agent by such Borrowers of 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.

                                       33

         2.4 Conversion and Continuation Elections. (a) The Borrowers 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 Borrowers to continue such Loans as, and convert such Loans into,
Eurodollar Rate Loans shall terminate.

         (b) The Borrowers shall deliver a Notice of Conversion/Continuation to
be received by the Agent not later than 12:00 noon (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;

                                    (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 Borrowers have
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 Borrowers 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
Borrowers, 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.

                                       34

         (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 Borrowers 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 Borrowers may,
upon prior notice to the Agent and the Banks 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 Swingline
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 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.

     2.6 Optional Prepayments.

         (a) Subject to Section 4.4, the Borrowers may, upon notice to the
Agent, at any time or from time to time voluntarily prepay Loans (other than
Swingline Loans) in whole or in part without premium or penalty; provided that
such notice must be received by the Agent not later than 12:00 noon (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 Borrowers, the Borrowers
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 Borrowers may, upon notice to the Swing Line Bank (with a copy
to the Agent), at any time or from time to time, voluntarily prepay Swingline
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
12:00 noon (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 specify the date and amount of such prepayment. If such notice is given

                                       35

by the Borrowers, the Borrowers 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
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 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 Borrowers shall Cash
Collateralize on such date the outstanding Letters of Credit in an amount equal
to the excess of the maximum amount then 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, the Effective Amount of all Revolving Loans and L/C
Obligations exceeds the Revolving Commitments, the Borrowers shall immediately,
and without notice or demand, prepay the outstanding principal amount of the
Revolving Loans and/or L/C Advances by an amount equal to such excess.

                        (c) Other Prepayments. In the event of a prepayment or
mandatory repurchase of the 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 Mortgage Notes and Parity Debt plus the Commitments
hereunder. Such prepayment shall be applied first to the installments of the
Acquisition Loans then to the Revolving Loans (with a concurrent 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.

                                       36

            2.8 Repayment. (a) The Acquisition Credit. The Borrowers 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 Borrowers shall repay to
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) Swingline Loans. The Borrowers shall repay to the
Swing Line Bank in full the aggregate principal amount of each Swingline Loan,
together with all accrued and unpaid interest thereon, upon the earlier of (a) 5
calendar days following the date on which such Swingline 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 Swingline Loans) or the
Base Rate, as the case may be (and subject to the Borrowers' 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 on each Swingline 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(b)).

                        (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 Borrowers agree
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 Borrowers to any Bank 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 by such Bank would be contrary to
the provisions of any law applicable to such Bank limiting the highest rate of
interest that may be lawfully contracted for, charged or received by such Bank,
and in such event the Borrowers shall pay such Bank interest for such period at
the highest rate permitted by applicable law.

            2.10 Fees. (a) Arrangement, Agency Fees. The Borrowers shall pay a
transaction fee to the Arranger for the Arranger's own account, and shall pay an
agency fee to the Agent for the

                                       37

Agent's own account, as required by the letter agreement ("Fee Letter") among
the Company, the Agent and the Arranger dated July 12, 2002.

                        (b) Facility Fees. The Company shall pay on the last 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:

              Pricing Tier    Funded Debt Ratio                                       Facility Fee Rate
              ------------    -----------------                                       -----------------
                                                                                
              I               Less than or equal to 1.75x                             0.2500%

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

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

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

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

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

              VII             Greater than 4.75                                       0.5000%

For the purpose of determining the applicable Pricing Tier pursuant to this
Section 2.10(b), 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. 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 VI 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 Restatement
Effective Date through December 29, 2002, the applicable Pricing Tier shall be
determined by reference to the Compliance Certificate delivered pursuant to
Section 5.1(m).

                        (c) Upfront Fees. On or prior to the Restatement
Effective Date, the Borrowers shall pay to the Agent for the account of each
Bank an upfront fee in the amount of (i) 1.0 basis point (0.01%) for each one
million Dollars of such Bank's Commitment on the

                                       38

Restatement Effective Date, multiplied by (ii) such Bank's Commitment on the
Restatement Effective Date. Such upfront fees are for the credit facilities
committed by each Bank under this Agreement and are fully earned when paid. The
upfront fees paid to each Bank are solely for its own account and are
nonrefundable.

            2.11 Computation of Fees and Interest. (a) All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America's "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 Borrowers and the Banks in the absence of
manifest error.

            2.12 Payments by the Borrowers. (a) All payments to be made by the
Borrowers shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrowers 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 Borrowers
prior to the date on which any payment is due to the Banks that the Borrowers
will not make such payment in full as and when required, the Agent may assume
that the Borrowers have 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
Borrowers have 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 Restatement Effective Date or,
with respect to any Borrowing after the Restatement Effective 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

                                       39

for the account of the Borrowers the amount of that Bank's Pro Rata Share of the
Borrowing, the Agent may assume that each Bank has made 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 Borrowers 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 Borrowers 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 Borrowers of such failure to fund and,
upon demand by the Agent, the Borrowers 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.

                        (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 Borrowers 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 Swingline 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, 11.1, and 11.9) 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
Borrowers agree 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 11.12) with respect to
such participation as fully as if such Bank were the direct creditor of the
Borrowers in the amount of such participation. The Agent will keep records
(which shall be conclusive and binding in the

                                       40

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 Borrowers 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 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 Date") the
Borrowers and the Borrowers 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 Borrowers (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 Borrowers 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 Borrowers shall pay (such
payment to be

                                       41

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 Borrowers 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        Swingline Loans.

                        (a) The Swing Line. On the terms and subject to the
conditions set forth in Section 5.1 (in the case of any Swingline Loan to be
made on the Restatement Effective Date), Section 5.2 and this Section 2.16, the
Swing Line Bank agrees to make loans (each such loan, a "Swingline Loan") to the
Borrowers from time to time on any Business Day during the period from the
Restatement Effective 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 Swingline 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 such
Bank's Revolving Commitment; provided, however, that after giving effect to any
Swingline Loan, (i) the aggregate Effective Amount of all Revolving Loans, all
Swingline 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 Swingline Loans shall not exceed such Bank's Revolving Commitment,
and provided, further, that the Borrowers shall not use the proceeds of any
Swingline Loan to refinance any outstanding Swingline Loan. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.16, prepay under Section 2.6, and reborrow under
this Section 2.16. Each Swingline Loan shall be a Base Rate Loan. Immediately
upon the making of a Swingline 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 Swingline Loan in an amount equal to the product of
such Bank's Pro Rata Share times the amount of such Swingline Loan.

                        (b) Borrowing Procedures. Each Borrowing of Swingline
Loans shall be made upon the Borrowers' 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 Borrowers.
Promptly after receipt by the Swing Line Bank of any telephonic notice of
borrowing of Swingline 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 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

                                       42

of the proposed Borrowing (A) directing the Swing Line Bank not to make such
Swingline 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 Swingline Loan available to the Borrowers.

                        (c)         Refinancing of Swingline Loans.

                                    (i) The Swing Line Bank at any time in its
sole and absolute discretion may request, on behalf of the Borrowers (which
hereby irrevocably authorize the Swing Line Bank to so request on their behalf),
that each Bank make a Base Rate Loan in an amount equal to such Bank's Pro Rata
Share of the amount of Swingline 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, but subject to the unutilized portion
of the Revolving Commitments and the conditions set forth in Section 5.2. The
Swing Line Bank shall furnish the Borrowers 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 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 Borrowers in such
amount. The Agent shall remit the funds so received to the Swing Line Bank.

                                    (ii) If for any reason any Swingline 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 Swingline 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 Swingline 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

                                       43

Line Bank, the Borrowers 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 set forth in Section 5.2. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrowers
to repay Swingline 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 Swingline Loan, if the Swing Line Bank
receives any payment on account of such Swingline 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 Swingline Loan is required
to be returned by the Swing Line Bank under any of the circumstances described
in Section 11.7 (including pursuant to any settlement 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 Borrowers for interest on the
Swingline 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
Swingline 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 Borrowers
shall make all payments of principal and interest in respect of the Swingline
Loans directly to 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 Restatement Effective
Date to the Revolving Termination Date to issue Letters of Credit for the
account of the Borrowers, 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 Borrowers; provided, that the Issuing Bank shall
not be obligated to Issue, and no Bank shall be obligated to participate in, any
Letter

                                       44

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 Swingline Loans exceeds
the amount of the Revolving Commitment or (y) the Effective Amount of all L/C
Obligations exceeds $35,000,000. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrowers' ability to obtain Letters of
Credit shall be fully revolving, and, accordingly, the Borrowers 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 Restatement Effective 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 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 Restatement
Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss,
cost or expense which was not applicable on the Restatement Effective 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 Company, 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 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
Borrowers received by the Issuing Bank (with a copy sent by the Borrowers 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

                                       45

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 Borrowers,
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 Borrowers 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 Borrowers 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 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 Borrowers received by the Issuing Bank (with a
copy sent by the Borrowers 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 Borrowers so request 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
(the "Nonrenewal Notice Date") in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by
the Issuing Bank, the Borrowers shall not be required to make a

                                       46

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 Borrowers 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.

                        (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 Company and the Agent. The Borrowers 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 Borrowers fail 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 Borrowers 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 and subject to the conditions set
forth in Section 5.2. 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);

                                       47

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 Borrowers 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).

                        (d) With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans to the Borrowers in
whole or in part, because of the Borrowers' failure to satisfy the conditions
set forth in Section 5.2 or for any other reason, the Borrowers 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 Borrowers 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 Borrowers of a Notice of Borrowing). No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrowers 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 Borrowers (i) in reimbursement of any payment made by the Issuing Bank
under the Letter of Credit with respect

                                       48

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 Borrowers, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by the Borrowers 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 Borrowers agree
that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not
have any responsibility to obtain 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
Borrowers hereby assume 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 Borrowers' pursuing
such rights and remedies as they 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
Borrowers may have a claim against the Issuing Bank, and the Issuing Bank may be
liable to the Borrowers, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by the Borrowers
which the Borrowers prove 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

                                       49

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 Borrowers 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
Borrowers in respect of any Letter of Credit or 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 Borrowers 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
Borrowers 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 Borrower or a guarantor.

                                       50

                        The Borrowers shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to them and, in
the event of any claim of noncompliance with the Borrowers' instructions or
other irregularity, the Borrowers will promptly notify the Issuing Bank. The
Borrowers 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 Borrowers 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 Bank of America.

            3.8 Letter of Credit Fees. (a) The Borrowers shall pay to the Agent
for the account of each Bank in accordance with its Pro Rata Share (i) a Letter
of Credit fee for each Letter of Credit (other than Existing Letters of Credit)
equal to the Applicable Margin for Revolving Loans consisting of Eurodollar Rate
Loans times the daily maximum amount available to be drawn under such Letter of
Credit (whether or not such maximum amount is then in effect under such Letter
of Credit) and (ii) a Letter of Credit fee for each Existing Letter of Credit
equal to the Applicable Margin for Revolving Loans consisting of Eurodollar Rate
Loans times the daily maximum amount available to be drawn under such Existing
Letter of Credit. 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 Borrowers shall pay to the Issuing Bank a letter
of credit fronting fee for each Letter of Credit Issued by the Issuing Bank
equal to 0.125% per annum of the face amount (or increased face amount, as the
case may be) of 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 first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the Restatement
Effective Date, on the Revolving Termination Date and thereafter on demand.

                        (d) In addition, the Borrowers 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 Borrowers 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

                                       51

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) 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 Borrowers 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 Borrowers shall pay all Other Taxes.

                        (b) The Borrowers agree 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 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 Borrowers.

                        (c) If the Borrowers 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 Borrowers shall make such
deductions and withholdings;

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

                                    (iv) the Borrowers 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.

                                       52

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

                        (e) If the Borrowers are 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 Borrowers which may thereafter
accrue, if such change in the judgment of such Bank is not 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 Borrowers, 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-8ECI or a Form W-8BEN to the Borrowers,
if permitted by law, shall be required to provide the Borrowers with a new form
(also showing no withholding) no later than 3 years from the date that it
provided the original form to the Borrowers 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 Restatement Effective Date 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 Restatement Effective Closing Date
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 Borrowers
through the Agent, any obligation of that Bank to make Eurodollar Rate Loans
shall be suspended until the Bank notifies the Agent and the Borrowers 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 Borrowers shall, upon receipt by the Company of notice
of such fact and demand from such Bank (with a copy to 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 Borrowers are required to so prepay any Eurodollar
Rate Loan, then concurrently with such prepayment, the Borrowers 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 Borrowers may
elect, by giving notice to the Bank

                                       53

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 designate a different Lending Office with
respect to its Eurodollar Rate Loans if such designation 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 any unpaid drawing under any Letter of Credit,
then the Borrowers shall be liable for, and shall from time to time, upon demand
(with a copy of such demand to be sent to 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 Borrowers through the Agent, the Borrowers
shall pay to the 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, the Borrowers 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 Borrowers to make on a timely
basis any payment of principal of any Eurodollar Rate Loan;

                                       54

                        (b) the failure of the Borrowers to borrow, continue or
convert into a Eurodollar Rate Loan after the Borrowers have given (or are
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 Borrowers to make any prepayment
in accordance with any notice delivered under Section 2.6;

                        (d) the repayment or prepayment (including pursuant to
Section 2.7) 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 Borrowers to the Banks under this
Section and under Section 4.3(a), each Eurodollar Rate Loan made by a Bank (and
each related reserve, special deposit or similar requirement) shall be
conclusively deemed to have been funded at the IBOR 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 Borrowers
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 Borrowers may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Borrowers do not revoke
such Notice, the Banks shall make, convert or continue the Loans, as proposed by
the Borrowers, in the amount specified in the applicable notice submitted by the
Borrowers, 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 Borrowers (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

                                       55

the Borrowers 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 Borrowers 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 Borrowers will not be obligated for any costs incurred
prior to 180 days before such notice. The Borrowers 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 Borrowers 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 Borrowers' 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 Borrowers 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 Borrowers, and (z) results, at the time of such change, in an
increased cost greater than that 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 Borrowers from
any Bank (an "Affected Bank") of a claim for compensation under Section 4.3, the
Borrowers may: (i) request the Affected Bank to use its best efforts to obtain a
replacement bank or financial institution satisfactory to the Borrowers 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);
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 11.9.

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

                                    ARTICLE V

                              CONDITIONS PRECEDENT

            5.1 Conditions of Initial Credit Extension. The effectiveness of the
amendment and restatement of the Existing Credit Agreement is subject to the
condition that the Agent shall have

                                       56

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(b), duly executed by
each party thereto.

                        (b) Resolutions; Incumbency.

                                    (i) Copies of partnership authorizations for
the Company 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 Restatement
Effective 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:

                                    (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 Company,
in each case as in effect on the Restatement Effective Date, certified by the
Secretary or an Assistant Secretary of the General Partner or Petrolane, as
applicable, as of the Restatement Effective Date; and

                                    (ii) a good standing certificate for each of
Petrolane and the General Partner (and where available, the Company) from the
Secretary of State (or similar, applicable Governmental Authority) of its state
of incorporation or organization, as applicable, and each other state where the
applicable Person is qualified to do business as a foreign corporation, in each
case as of a recent date.

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

                        (e) Amendments to Selected Mortgages. Amendments to the
Mortgages recorded in Arizona, Connecticut, Florida, Georgia, Illinois, North
Carolina and New Jersey as to which Mortgagee's title insurance has been
obtained in form and substance satisfactory to each Bank, duly executed and
delivered by the Company and each Restricted Subsidiary, as applicable.

                        (f) Title Policies. Within 30 days after the date
hereof, title endorsements or their equivalents with respect to the title
insurance policies issued in connection with the Mortgages to insure the
obligations of the Borrowers to the Banks under this Agreement and the Mortgage
Notes shall have been issued in form and substance reasonably satisfactory to
Collateral Agent; provided, that the title company issuing such title insurance
policies shall be

                                       57

irrevocably committed to issue such title insurance policies in writing not
later than the Restatement Effective Date.

                        In addition, within such 30 day period, the Borrowers
shall have paid or made arrangements to pay to the title companies all expenses
and premiums of the title companies in connection with the issuance of such
endorsements and all recording and stamp taxes payable in connection with
recording each amendment to the Mortgages in the appropriate offices.

                        (g) Recordation. The amendments to the Mortgages
described in subsection (e) above, fully executed and delivered to the
Collateral Agent or any title company designated by the Collateral Agent in a
form suitable for being duly recorded, published, registered and filed. The
Borrowers shall have paid, or shall have made arrangements to pay, all taxes,
fees and other governmental charges due in connection with the execution,
delivery, recording, publishing, registration and filing of such documents or
instruments.

                        (h) 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
Required Banks, dated the Restatement Effective Date.

                        (i) Payment of Fees. Evidence of payment by the
Borrowers of all accrued and unpaid fees, costs and expenses to the extent due
and payable hereunder (subject to the limitations set forth in Section 11.4) on
the Restatement Effective 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 Restatement Effective 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 Borrowers and the Agent) including any such costs, fees and
expenses arising under or referenced in Sections 2.10 and 11.4.

                        (j) Ownership. UGI shall own indirectly more than 50% of
the partnership interests of the Company.

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

                                    (i) the representations and warranties
contained in Article VI 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 March 31,
2002, no event or circumstance that has resulted in or presents a reasonable
likelihood of having, a Material Adverse Effect; and

                                    (iii) the condition set forth in clause (j)
above shall have been completed.

                                       58

             (l) Payments under Existing Credit Agreement. All interest and fees
accrued to but not including the Restatement Effective Date, and all other
amounts payable, under the Existing Credit Agreement, that have been invoiced by
the Agent at least three days prior to the Restatement Effective Date, (i) in
the case of each bank party to the Existing Credit Agreement which is not a Bank
under this Agreement, shall have been paid by the Borrowers to each such Bank on
or prior to the Restatement Effective Date and (ii) in the case of each bank
party to the Existing Credit Agreement which is a Bank under this Agreement,
shall be paid on (x) the first Interest Payment Date to occur after the
Restatement Effective Date, in the case of interest or (y) the last Business Day
of the calendar quarter containing the Restatement Effective Date, in the case
of fees and all other amounts payable under the Existing Credit Agreement.

             (m) Compliance Certificate. A Compliance Certificate for the fiscal
quarter ending June 30, 2002.

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

                  At the request of the Borrowers or any Bank, the Agent will
confirm in writing to the Banks, with a copy to the Borrowers, 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 Swingline Loan (including the
initial Swingline 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 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 Borrowers, 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 Borrowers hereunder shall
constitute a representation and

                                       59

warranty by the Borrowers 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 Company 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 Company 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 the
Assets owned and operated by it), 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. 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 Company and to execute and deliver in its individual capacity and
in its capacity as the sole general partner of the Company this Agreement and
such other Loan Documents to which the Borrowers or the General Partner is a
party and to carry out the terms of this Agreement and such other Loan
Documents. Petrolane is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania, has succeeded
to all assets and liabilities of its predecessor, Petrolane Incorporated, a
California corporation, by merger and has all requisite corporate power and
authority to own and operate its properties, to conduct its business and to
execute and deliver the Loan Documents to which Petrolane is a party and to
carry out the terms of this Agreement and such other Loan Documents. Each
Restricted Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation and has all requisite
corporate power and authority to own and operate its properties (including
without limitation the Assets owned and operated by it), 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 Company is the General Partner, which on the Restatement Effective Date owns
a 1.0101% general partnership interest in the Company and is an indirect
Wholly-Owned Subsidiary of UGI. On the Restatement Effective Date (a) the only
limited partner of the Company is the Public Partnership, which owns a 98.9899%
limited partnership interest in the Company, and (b) the Company does not have
any partners other than the General Partner and the Public Partnership. As of
the Restatement Effective Date, the Company 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)).

                                       60

         6.3 Qualification; Corporate or Partnership Authorization. The Company
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 Restatement Effective Date and in which the
failure so to qualify or to be so registered as of the Restatement Effective
Date would have a Material Adverse Effect. Each of the Company, 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 Company,
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 Company'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 Company and its consolidated Subsidiaries for the fiscal years ended
September 30, 2001 and September 30, 2000, and the unaudited balance sheet,
statement of operations, statement of cash flows and statement of partners
capital of the Company and its consolidated Subsidiaries for the fiscal period
ended June 30, 2002, 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 Company 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, 2002 to and including the
Restatement Effective Date, none of the Company 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 Company or in the Business or Assets. Since June 30, 2002, no Restricted
Payment of any kind has been declared, paid or made by the Company other than
Restricted Payments permitted by Section 8.5.

         6.6 Tax Returns and Payments. Each of the Company, the General Partner,
Petrolane and the Restricted Subsidiaries has filed all material tax returns
required by law to be filed by it

                                       61

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 Company 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 Restatement Effective Date is
not subject to taxation with respect to its income or gross receipts under
applicable state (other than Hawaii, Michigan, New Hampshire, Tennessee and
Wisconsin) laws.

         6.7 Indebtedness. As of the Restatement Effective Date, none of the
Company, the General Partner, Petrolane and their 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 Mortgage Notes. As of the Restatement Effective
Date, no instrument or agreement to which the Company or any of its Subsidiaries
is a party or by which the Company or any such Subsidiary is bound (other than
this Agreement and the agreements governing the Mortgage Notes and other than as
indicated in Schedule 6.7) contains any restriction on the incurrence by the
Company or any of its Subsidiaries of additional Indebtedness.

         6.8 Transfer of Assets and Business. xxi) As of the Restatement
Effective Date, except as set forth in Schedule 6.8(a), each of the Company 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 the Assets owned, leased or used by it) and (ii)
considering all such Permits in the possession of, and complied with by, the
General Partner, Petrolane, the Company 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 Company to be obtained or given in the ordinary course of
business after the Restatement Effective 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. Schedule 6.8(a) sets forth a
list of substantially all of the consents that may be required to transfer those
Permits (other than Routine Permits) constituting an interest in Assets which
have not been obtained as of the date hereof, and each of the Company and the
General Partner has requested the consent of all parties listed thereon for the
transfer of such Permits.

             (b) On the Restatement Effective Date, each of the Company and its
Subsidiaries has (i) good and marketable title to substantially all of the
Assets constituting real property and (ii) good and sufficient title to
substantially all of the Assets constituting 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. Schedule
6.8(b) contains a list of, as of the date hereof, (x) counties where the Assets
are located and (y) each Mortgaged Property with the address of each such
Mortgaged Property. The Assets owned and

                                       62

leased by the Company and its Subsidiaries on the Restatement Effective Date are
substantially all of the assets and properties necessary to enable the Company
and its Subsidiaries to conduct the Business. 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 Company 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 Restatement Effective 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 Restatement Effective Date, as of the Restatement Effective
Date, (x) no presently effective financing statements under the Uniform
Commercial Code which name any of the Company, 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
Company, the General Partner, Petrolane or any such Subsidiary is organized or
has its principal place of business and (y) none of the Company, 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.

         6.9 Litigation, etc. As of the date hereof and the Restatement
Effective Date, there is no action, proceeding or investigation pending or, to
the knowledge of the Company upon reasonable inquiry, threatened against the
Company, 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 Company upon reasonable inquiry, threatened
against the Company 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 Restatement
Effective Date, none of the Company, 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 Company,
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 Company, the General
Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable
law, ordinance, rule

                                       63

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 Company, 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 Borrowers 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 Company
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 Company, 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 Company, 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 Company, 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 Company, 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 25, 2002
pursuant to Rule 2 under PUHCA (17 C.F.R. Section 250.2).

         6.14 Chief Executive Office. As of the Restatement Effective Date, the
chief executive office of the Company 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 Restatement Effective
Date, Petrolane is a Wholly-Owned Subsidiary of the General Partner, has no
Subsidiaries and owns an approximate 15.70% limited partnership interest in the
Public Partnership.

             (b) 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 Restatement Effective Date.

         6.16 Matters Relating to the General Partner. (a) As of the Restatement
Effective Date, the General Partner is a Wholly-Owned Subsidiary of AmeriGas,
Inc., a Pennsylvania corporation, and owns, in addition to the interest in the
Company described in Section 6.2, (i) a 1% general partnership interest in the
Public Partnership, (ii) all of the outstanding shares of

                                       64

Capital Stock of Petrolane and (iii) an approximate 33.40% limited partnership
interest in the Public Partnership. Other than AmeriGas Technology Group, Inc.,
the General Partner has no other direct Subsidiaries as of the Restatement
Effective Date.

             (b) 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 Restatement Effective 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 Borrower or any ERISA Affiliate of any
Borrower, (ii) no contribution failure has occurred with respect to any Pension
Plan sponsored or maintained by any Borrower or any ERISA Affiliate of any
Borrower 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 Borrower
or any ERISA Affiliate of any Borrower, 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 percent, 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 Borrowers and their 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, as of the date hereof each of the Company 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, as of the Restatement Effective Date the Company 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 timely and properly reapply would not present a reasonable likelihood
of having a Material Adverse Effect, as of the date hereof, the Company and its
Subsidiaries have submitted timely and complete applications to renew any
expired or expiring Permits required by Environmental Law. Schedule 6.19 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 Company
and its Subsidiaries, alleging or threatening any liability on the part of the
Company or any of its Subsidiaries, pursuant to any Environmental Law, that
present a reasonable likelihood of having a Material Adverse Effect. As of the
date hereof, all reports, documents, or other submissions required by
Environmental Laws to be submitted by the Company to any Governmental

                                       65

Authority or Person have been filed by the Company, 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, as of the
date hereof: (i) there is no Hazardous Substance present at any of the real
property currently owned or leased by the Company or any of its Subsidiaries,
and to the knowledge of the Company, there was no Hazardous Substance present at
any of the real property formerly owned or leased by the Company 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 Company, any threatened release of a Hazardous Substance,
or (y) any discharge or, to the knowledge of the Company, 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, as of the
date hereof, none of the Company 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, as of the
date hereof: (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 Company or any of its Subsidiaries, and (2) to the knowledge of the
Company, no such lien was asserted with respect to any of the real property
formerly owned or leased by the Company 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 as of the
date hereof, (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 Company or any of its
Subsidiaries in violation of Environmental Law and (2) to the knowledge of the
Company, 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 Company or 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 Company and its Subsidiaries during the
five year period ending on the Restatement Effective Date in compliance with
Environmental Laws.

                                       66

         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 Company 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 Company, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company 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, as of the date hereof no
claim or litigation regarding any of the foregoing is pending or to the
knowledge of the Company 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 Company, proposed, which, in either case,
would present a reasonable likelihood of having a Material Adverse Effect.

         6.21 Insurance. On the Restatement Effective Date, the Company 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 Borrower 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 Borrower 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 Restatement Effective Date, none of the
Borrowers nor 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 said Borrower 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.

         6.24 Title Insurance. As of the Restatement Effective Date, Schedule
6.24 sets forth a list of all real property owned by the Company 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). The Company has obtained and delivered to the Agent an ALTA
loan policy (10-17-92 form), or its equivalent in any state, of a title
insurance policy for all real property owned by it which has an individual value
in excess of

                                       67

$1,000,000 (as determined in good faith by the General Partner) showing the Lien
of a Mortgage as a first priority mortgage Lien.

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

         6.26 Florida Taxes. (a) All Florida documentary stamp taxes and all
Florida nonrecurring intangible taxes due and payable in connection with the
Secured Obligations prior to the Restatement Effective Date were paid upon
recording of the Florida Mortgages, (b) 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 Florida Mortgages were originally recorded and (c) this Agreement
does not increase the face amount (i.e., the maximum amount) of any line of
credit or other revolving Secured Obligation and the principal balance of the
term Secured Obligations (including any Loan made under Section 11.10(b) of this
Agreement) plus any accrued and unpaid interest as of the Restatement Effective
Date is less than or equal to the principal balance of the term Secured
Obligations immediately prior to the Restatement Effective Date. As used in this
Section 6.26, the following terms have the following meanings: (i) "Secured
Obligations" means the term "Obligations" as defined in the Florida Mortgages,
as amended by the Florida Mortgage Amendments and this Agreement; (ii) "Florida
Mortgages" means the collective reference to (A) the thirty-one (31) instruments
entitled "Mortgage, Assignment of Leases and Rents, Security Agreement,
Financing Statement and Fixture Filing" made by the Company (doing business in
Florida as AmeriGas Propane, Limited Partnership"), as mortgagor, to the Agent
(then known as Bank of America National Trust and Savings Association), as
mortgagee, and recorded in various counties in the State of Florida on various
dates in 1995, as amended by the following instruments made between the Company,
as mortgagor, and the Agent, as mortgagee: the instruments entitled "First
Amendment of Mortgage, Assignment of Leases and Rents, Security Agreement,
Financing Statement and Fixture Filing" dated as of September 22, 1997, the
instruments entitled "Second Amendment of Mortgage, Assignment of Leases and
Rents, Security Agreement, Financing Statement and Fixture Filing" dated as of
March 25, 1999 and the instruments entitled "Third Amendment of Mortgage,
Assignment of Leases and Rents, Security Agreement, Financing Statement and
Fixture Filing" dated as of June 6, 2000, some of which have been further
amended by instruments entitled "Corrective Amendment of Mortgage, Assignment of
Leases and Rents, Security Agreement, Financing Statement and Fixture Filing
dated as of October 1, 1999 and some which have been released by the Agent; and
(B) that certain Mortgage, Assignment of Leases and Rents, Security Agreement,
Financing Statement and Fixture Filing dated as of March 24, 1999 made by the
Company, as mortgagor, to the Agent, as mortgagee, encumbering certain real
property described therein located in Charlotte County, Florida, as amended by
that certain First Amendment of Mortgage, Assignment of Leases and Rents,
Security Agreement, Financing Statement and Fixture Filing dated as of June 6,
2000 made between the Company, as mortgagor, and the Agent, as mortgagee, and
(iii) "Florida Mortgage Amendments" means the collective reference to the two
instruments entitled "Fourth Amendment of Mortgage, Assignment of Leases and
Rents, Security Agreement, Financing Statement and Fixture Filing" dated August,
2002 and to be recorded in Bay County, Florida and Miami-Dade County, Florida.

                                       68

                                   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 Company 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 Company will deliver to Agent and the Banks:

             (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 Company, consolidated and consolidating balance sheets of the Company 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 Company 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 Company's independent accountants;

             (b) as soon as practicable, but in any event within 90 days after
the end of each fiscal year of the Company, consolidated and consolidating
balance sheets of the Company 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 Company 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 Company, which
report shall state that such consolidated financial statements present fairly,
in all material respects, the financial position of the Company and its
Subsidiaries as at the dates indicated and the results of their operations and
cash flows for 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

                                       69

contained therein (except, in the case of such consolidating financial
statements, for the absence of footnotes), in accordance with GAAP;

             (c) Together with each delivery of financial statements of the
Company pursuant to subsections (a) and (b) of this Section 7.1, a Compliance
Certificate of the Company (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 Company 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 Company 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 7.14(d) and (e), Section 8.1 (the last two paragraphs), Sections
8.1(b), (d), (e) and (f), 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 Company and
its Subsidiaries, and the aggregate amount of depreciation, depletion and
amortization charged on the books of the Company 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 Company 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 Company 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 Company 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 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
Company, copies of all reports submitted to the Company by independent public
accountants in connection with each special, annual or interim audit of the
books of the Company or any Subsidiary thereof

                                       70

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 Company 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 Company 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
Company or the Public Partnership to the public concerning material developments
in the business of the Company 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 Company 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
Mortgage Notes and the Public Partnership Indenture, except to the extent the
same substantive information is already being sent to the Agent and the Banks;

             (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 Company 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 Company or any of its Subsidiaries which in the
reasonable judgment of the Company presents a reasonable likelihood of having a
Material Adverse Effect or (ii) the commencement of any litigation or proceeding
involving the Company or any of its Subsidiaries which in the reasonable
judgment of the Company 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 a Borrower 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 a Borrower or
any other Person to terminate any Pension Plan sponsored or maintained by a
Borrower or any ERISA Affiliate of any Borrower, or (ii) the failure to make a
required contribution to any Pension Plan sponsored or maintained by a Borrower
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 Borrower or any ERISA
Affiliate of any Borrower: the occurrence of termination of the plan, failure to
make a required contribution

                                       71

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 percent, 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 Company, and in any event no later than the last day of each fiscal year (if
then available), 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 Company 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(k); and

             (l) with reasonable promptness, such other information and data
(financial or other) with respect to the Borrowers 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 Company 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 Company 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 Company 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 Company will cause each of the Restricted Subsidiaries
to keep in full force and effect its partnership or corporate existence and
(iii) the Company 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 Company or any
Restricted Subsidiary, may be terminated notwithstanding this Section 7.4 if, in
the good faith judgment of the Company, such termination (x) is in the best
interest of the Company and the Restricted Subsidiaries, (y) is not
disadvantageous to the Banks in any material respect and (z) would not have a
reasonable likelihood of having a Material Adverse Effect.

             (b) The Company 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

                                       72

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 Company 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 Company 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.

         7.6 Maintenance of Properties: Insurance. (a) The Company will maintain
or cause to be maintained in good repair, working order and condition all
properties used or useful in the business of the Company 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 Company 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 Company 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 Company 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.

                                       73

         7.9 Subsidiary Guarantors. Promptly upon any Person becoming a
Restricted Subsidiary of the Company, the Company will cause such Restricted
Subsidiary to execute and deliver to the Collateral Agent such appropriate
documents to become (a) a guarantor under the Subsidiary Guarantee and an
assignor under the Subsidiary Security Agreement and (b) 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 Company 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 Company 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. From and after April 19, 1995, the
Company and its Restricted Subsidiaries, if applicable, will execute and deliver
a Mortgage covering each district location owned or 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
each case as determined in good faith by the General Partner) and which is not
already subject to the Lien of a Mortgage. The Company 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 Company will obtain and deliver to
the 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 Lien. The
Company 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 Company 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 Company 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

                                       74

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
Company, 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 Company 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
11.1) 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 Company may
designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an
Unrestricted Subsidiary 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 Company 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 Company
of (in the case of the Sale Condition), and an Investment by the Company 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 Company
have any right to redesignate AEPLP or any of its Subsidiaries as an
Unrestricted Subsidiary.

                                       75

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

             (c) The Company 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 Company or
the Public Partnership or dispose of any assets or 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 and each Bank (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 Company (the "Company Financials"), in each case certified and
reported on in the same manner as the Company 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 or any Bank.

             (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.

                                       76

             (e) The General Partner agrees to apply all distributions received
by the Public Partnership from the Company 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), and to the extent any such distributions are not used for such
purpose within 30 Business Days of the date thereof, such unused amounts shall
be contributed immediately to the Company to repay Indebtedness of the Company
referred to in Section 8.1(l)(i)(B).

         7.15 Books and Records. The Company 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 Company, photocopy extracts from) any of
its books or other Company records. Upon the occurrence and during the
continuance of any Default or Event of Default the Company hereby authorizes its
independent public accountant to discuss the Company's financial matters with
the Agent and each Bank or any of their respective representatives provided that
a representative of the Company is present. The Borrowers shall pay any fees of
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 Company 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
Company 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 Company 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.

                                       77

                                  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:

         8.1 Indebtedness. The Company 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 Company may become and remain liable with respect to the
Indebtedness evidenced by the Mortgage Notes, the Series D First Mortgage Notes,
the Series E First Mortgage Notes and Long Term Funded Debt incurred in
connection with any extension, renewal, refunding or refinancing of Indebtedness
evidenced by the Mortgage Notes, the Series D First Mortgage Notes and the
Series E 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 Mortgage Notes, the Series D First Mortgage Notes or the Series
E First Mortgage Notes, together with any accrued interest and prepayment
charges with respect thereto, being extended, renewed, refunded or refinanced;

             (b) the Company may become and remain liable with respect to
Indebtedness incurred by the Company (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 Company 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 in connection with additions (including additions by way of
acquisitions or capital contributions of businesses and related assets) to the
General Collateral, including borrowings under the Acquisition Commitment, or to
extend, renew, refund or refinance any such Indebtedness;

             (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 Company or to a Wholly-Owned Restricted Subsidiary, and the Company
may become and remain liable with respect to Indebtedness owing to a
Wholly-Owned Restricted Subsidiary provided it is subordinated to the Loans and
the Parity Debt at least to the extent provided in the subordination provisions
in form satisfactory to the Banks;

             (d) the Company may become and remain liable with respect to
unsecured Indebtedness of the Company 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 Loans and the Parity Debt at least to the extent provided in the
subordination provisions in form satisfactory to the Banks;

                                       78

             (e) the Company 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 the lesser
of (i) $130,000,000 and (ii) $175,000,000 less the aggregate principal amount of
the Acquisition Loans outstanding at such time;

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

             (h) the Company 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 Restatement Effective 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 Company could incur at least $1 of
additional Indebtedness in compliance with clauses (i) and (ii) of Section
8.1(f);

             (j) the Company and any Restricted Subsidiary may become and remain
liable with respect to Indebtedness relating to any business acquired by or
contributed to the Company or such Restricted Subsidiary or which is secured by
a Lien on any property or assets acquired by or contributed to the Company 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 Company or any of the Restricted Subsidiaries, provided, that
immediately after giving effect to such acquisition or contribution, the Company
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 Company 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 the aggregate principal amount of

                                       79

Indebtedness incurred under this Section 8.1(l) shall not exceed the sum of (i)
the amount of aggregate net cash proceeds previously received by the Company
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 by such Persons at the time of contribution in the corporate or other
records of such Persons as a "PPD/GP Debt Contribution", and used by the Company
or its Subsidiaries, (A) 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 Company 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 (B) to repay,
refund or refinance any Indebtedness evidenced by the Acquisition Facility, the
Mortgage Notes, the Series D First Mortgage Notes, the Series E First Mortgage
Notes, any Parity Debt (other than Parity Debt incurred under this Section
8.1(l)) or Funded Debt incurred in accordance with this Section 8.1 in
connection with an extension, renewal, refunding or refinancing of any such
Indebtedness, (ii) the amount of any accrued interest payable and accreted issue
discount and any prepayment fees, make whole amounts and reasonable transaction
expenses incurred in connection with any purchase, acquisition, prepayment,
redemption, retirement, defeasance or other repayment of any Indebtedness of the
Public Partnership to be made with the proceeds of any such distribution, and
(iii) the amount of any reasonable transaction expenses incurred in connection
with the issuance of any Indebtedness incurred under this Section 8.1(l),
provided, further, that at the time the Company 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
IBCA and Moody's Investors Service, provided, further, that the $58,653,226
contribution received by the Company from the Public Partnership and the General
Partner in April of 2001 shall be deemed a PPD/GP Debt Contribution for all
purposes hereof;

Notwithstanding anything in this Agreement to the contrary, until the AEPLP
Security Date, except for Indebtedness of the Company and its Restricted
Subsidiaries incurred pursuant to Section 8.1(d), 8.1(f), 8.1(i), 8.1(j) or
8.1(l) (and in accordance with the Total Debt maintenance restrictions set forth
in Section 8.14) on or after August 21, 2001 in an aggregate principal amount at
any time not in excess of $275,000,000, the Company 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
incurred pursuant to Section 8.1(d), 8.1(f), 8.1(i), 8.1(j) or 8.1(l) (and in
accordance with the Total Debt maintenance restrictions set forth in Section
8.14) unless on the date the Company or such Restricted Subsidiary becomes
liable with respect to any such Indebtedness and immediately after giving effect
thereto and the substantially concurrent repayment of any other Indebtedness,
(i) the Leverage Ratio does not exceed 4.75 to 1.00 and (ii) no Default or Event
of Default exists. For purposes of determining compliance with the Leverage
Ratio as set forth above, (i) EBITDA shall be determined as at the end of each
fiscal quarter for (A) the four most recent fiscal quarters then ended or (B)
the eight most recent fiscal quarters then ended and divided by two (2),
whichever is greater and (ii) Total Debt shall be determined as of the date the
Company or any Restricted Subsidiary becomes liable with respect to Indebtedness
incurred in accordance with this paragraph.

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Further, notwithstanding anything in this Agreement to the contrary, until the
AEPLP Security Date, the Company 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 shall not be in excess of $10,000,000), and
(iii) the Indebtedness of AEPLP owing to the Company 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 Company 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 Company 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
Company 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;

                                       81

             (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 Company 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 such Restricted Subsidiary owing to the Company or a
Wholly-Owned Restricted Subsidiary;

             (i) [Intentionally omitted];

             (j) Liens created by any of the Security Documents securing
Indebtedness evidenced by the Mortgage Notes, the Series D First Mortgage Notes
or the Series E 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(c);

             (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 Series D First Mortgage
Notes, the Series E 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
Company 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

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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 Company has
delivered to 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
Company 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 Company 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 Company, or existing at the time of acquisition upon
any property acquired by the Company or any such Subsidiary through purchase,
merger or consolidation or otherwise, whether or not assumed by the Company 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 Company 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 Company 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 Company or such
acquisition of property by the Company or any Subsidiary;

             (o) easements, exceptions or reservations in any property of the
Company 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 Company 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), (i), (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

                                       83

than the assets encumbered immediately prior to such renewal or extension shall
be encumbered thereby.

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 Company 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 Company 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
Company), (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 Company or any Restricted Subsidiary may make and own
Investments in (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 at 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 at 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

                                       84

better or comparably if the rating system is changed by Moody's Investors
Service, Inc. ("Permitted Banks"),

                (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 Board of Governors of the Federal Reserve System 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 Company 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 Company 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 Company 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 Company
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 Company; provided, that (i) the aggregate amount of all
such Investments made by the Company 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
Company 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 or the Investment by AEPI in Atlantic Energy, Inc. in existence
on August 21, 2001, (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 Company and the
Restricted Subsidiaries);

                                       85

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

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

             (h) the Company 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 Company may own Investments in Atlantic Energy, Inc. which
were in existence on August 21, 2001;

             (j) the Company 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 Restatement Effective Date; and

             (l) the Company 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 Company may have outstanding
undrawn letters of credit (including Letters of Credit) not in excess of
$35,000,000.

         8.5 Restricted Payments. The Company will not directly or indirectly
declare, order, pay, make or set apart any sum for any Restricted Payment,
except that the Company 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
Company 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

                                       86

Company 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; provided, further, that for
all purposes of this Section 8.5 an amount equal to the cash proceeds of any
PPD/GP Debt Contribution made prior to such calculation shall be excluded from
Available Cash until an amount equal to such prior PPD/GP Debt Contributions has
been used for the purposes set forth in Section 8.1(l). The Company will comply
with, and accrue on its books, the reserve provisions required under the
definition of Available Cash. The Company will not, in any event, directly or
indirectly declare, order, pay or make any Restricted Payment except in cash.
The Company 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 Company 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 Company 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 Company 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 Company 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 Company and
any Wholly-Owned Restricted Subsidiary or between two Wholly-Owned Restricted
Subsidiaries, provided, however, that this Section 8.6 will not restrict the
Company, 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 Company, its Subsidiaries and its Affiliates.

         8.7 Subsidiary Stock and Indebtedness. The Company 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;

                                       87

             (b) permit any Restricted Subsidiary directly or indirectly to
sell, assign, pledge or otherwise dispose of any Indebtedness of the Company or
any other Restricted Subsidiary, or any shares of stock or similar interests of
(or warrants, rights or options to acquire stock or similar interests of) any
other Restricted Subsidiary, except to the Company 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 Company or a
Wholly-Owned Restricted Subsidiary unless such shares of preferred stock or
similar interests are owned by the Company 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 Company or a Wholly-Owned
Restricted Subsidiary;

provided, that (i) any Restricted Subsidiary may sell, assign or otherwise
dispose of Indebtedness of the Company 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 Company 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 Company 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 Company 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 Company 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 Company or a Wholly-Owned Restricted Subsidiary if the Company or a
Wholly-Owned

                                       88

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

                (ii) any entity (other than a Restricted Subsidiary) may
consolidate with or merge into the Company or a Wholly-Owned Restricted
Subsidiary if the Company 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 Company (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 Company most recently delivered
pursuant to Section 7.1(b), of less than the Consolidated Net Worth of the
Company 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
Company 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 11.1, the Company 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 or
Canada, 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 Company under this Agreement, and the other Loan
Documents and License Agreements to which the Company 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 Company most recently delivered pursuant to Section
7.1(b), of less than the Consolidated Net Worth of the Company 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

                                       89

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

                (i) any Restricted Subsidiary may sell, lease or otherwise
dispose of all or substantially all its assets to the Company 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 Company 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 Company 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 Company could incur
at least $1 of additional Indebtedness in compliance with clauses (i) and (ii)
of Section 8.1(f); and

                (iii) the Company may sell, lease or otherwise dispose of all or
substantially all its assets to any corporation or limited partnership into
which the Company 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 Company or
any Subsidiary (other than to the Company 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 Company 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

                                       90

                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 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 Company 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 Company's or such Restricted
Subsidiary's most recent balance sheet or in the notes thereto) of the Company
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 Company or any such Restricted Subsidiary from such transferee that are
immediately converted by the Company 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 Company or
any Restricted Subsidiary to the Company or a Wholly-Owned Restricted
Subsidiary, (2) any transfer of assets or issuance or sale of Capital Stock by
the Company 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

                                       91

transferred or Capital Stock so issued or sold (so long as such assets shall
become part of the 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 Borrowers 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 Company 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 Borrowers 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 Company or any Affiliate of the
Company. 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 Company and its Restricted
Subsidiaries.

             (d) The proceeds of the Acquisition Loans will be used for, as
selected by the Borrowers in a Notice of Borrowing, (i) the acquisition by the
Company 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 Company in
connection with an addition of assets by way of capital contribution and (ii)
working capital purposes and general purposes (other than the purposes described
in clause (i) above) of the Company and its Restricted Subsidiaries.

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

         8.10 Change in Business. The Company 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 Company 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 Company or of any Subsidiary.

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      8.12 Clean Down. The Borrowers 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 Company 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 Company 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 Company will not permit the Leverage Ratio at any
time to exceed 4.75 to 1.00. For purposes of this Section 8.14, the Company 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 August 21, 2001 and until the AEPLP Security
Date, the Company 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
Company or a Restricted Subsidiary and (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 33-1/3% of the aggregate net book value of
all PP&E Assets of the Company and its Restricted Subsidiaries 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. Notwithstanding the foregoing, (i) AEPLP and its
Subsidiaries shall be permitted to make Acquisitions after August 21, 2001
without complying with clause (b) of this Section 8.15 unless and until the sum
of (A) the aggregate net book value of the PP&E Assets acquired by AEPLP and its
Subsidiaries in connection with all Acquisitions made pursuant to this sentence
since August 21, 2001 (valued in each case on the date of the Acquisition), plus
(B) the aggregate net book value of all PP&E Assets acquired by AEPLP and its
Subsidiaries in connection with all PP&E Transfers made pursuant to Section
8.17(b)(iii)(D), exceeds $70,000,000 and (ii) the value of any Acquisitions made
by AEPLP and its Subsidiaries pursuant to clause (i) of this sentence

                                       93

after August 21, 2001 shall be excluded from the calculation of "the aggregate
net book value of the PP&E Assets of the Company and its Restricted
Subsidiaries" for the purposes of clause (b) of this Section 8.15.

      8.16 Limitation on Restricted Agreements. The Company 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 Company or
prepay any Indebtedness owed to the Company, (b) make loans or advances to the
Company or (c) transfer any of its properties or assets to the Company.

      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
Company 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 Company 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
Company 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 Company 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 Company will not, and will not permit any
Non-AEPLP Restricted Subsidiary to, directly or indirectly, sell, lease, convey
or otherwise transfer,

                                       94

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 Company 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 Company, be classified and accounted for as "property, plant and
equipment" on the consolidated balance sheet of the Company and the Restricted
Subsidiaries, (B) the consideration paid by AEPLP or its Subsidiaries to the
Company or a Non-AEPLP Restricted Subsidiary for such Non-PP&E 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 Company and the Restricted Subsidiaries;

                  (ii) the Company 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 Company shall
become part of the General Collateral and shall be subjected to the Lien of the
Security Documents);

                  (iii) the Company 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 Company 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 and (B) the consideration paid by AEPLP or its Subsidiaries to the
Company 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 33-1/3% of the aggregate net book value of all PP&E Assets of the Company
and its Restricted Subsidiaries and (D) notwithstanding the foregoing, (i) the
Company and any Non-AEPLP Restricted Subsidiary shall be permitted to make PP&E
Transfers without complying with clause (C) of this Section 8.17(b)(iii) unless
and until the sum of (1) the aggregate net book value of the PP&E Assets
acquired by AEPLP and its Subsidiaries in connection with all Acquisitions made
pursuant to the last sentence of Section 8.15 since August 21, 2001 (valued in
each case on the date of the Acquisition), plus (2) the aggregate net book value
of all PP&E Assets Transferred to AEPLP and its Subsidiaries in connection with
all PP&E Transfers made pursuant to this Section 8.17(b)(iii)(D) exceeds
$70,000,000 and (ii) the value of any PP&E Transfers made by the Company or any
Non-AEPLP Subsidiary pursuant to clause (D) of this Section 8.17(b)(iii) shall
be excluded from the calculation of "the aggregate net book value of all PP&E
Assets of the Company and its Restricted Subsidiaries" for the purposes of
clause (C) of this Section 8.17(b)(iii);

                                       95

                  (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 Company 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 Company 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
Company or any Restricted Subsidiary (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 Company (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 Company 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 a
sale of equity interests or debt by the Public Partnership or the General
Partner to an entity other than the Company 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 Company (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 Company) or the Company to make AEPLP Acquisitions.

In addition, without regard to the restrictions of the PP&E
Acquisition/Investment/Transfer Limit set forth in Section 8.15(c), Section
8.17(a), Section 8.17(b)(iii)(A) above, the Company may contribute to AEPLP or
its Subsidiaries, within one year after August 21, 2001, PP&E Assets having an
aggregate net book value (as determined in good faith by the General Partner) at
the time of contribution not exceeding $120,000,000 (together with associated
working capital) (such assets are referred to herein collectively as the "Drop
Down Assets"), provided, that the Company shall make no contribution of Drop
Down Assets unless (i) no Default or Event of Default has occurred and is
continuing or would result from any such contribution and (ii) the Company shall
give the Collateral Agent written notice of each such contribution of Drop Down
Assets substantially concurrently with the consummation thereof and (iii) the
consideration paid by AEPLP or its Subsidiaries to the Company for such Drop
Down Assets is at least equal to the transferor's net book value therefor.

            (c) AEPLP Partnership Agreement. The Company 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,

                                       96

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.

            (d) Trade Accounts Payable. The Company 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 Company 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 Company 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 Borrowers fail 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

            (b) Representation or Warranty. Any representation or warranty made
in writing by any Borrower 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
Borrower 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

                                       97

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 Borrower 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 Borrowers by the Agent or the Required Banks;
provided, however, that defaults under any Mortgage (other than under any
Specified 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
Company or the Restricted Subsidiaries in excess of $1,000,000 or (z) would
result in a Material Adverse Effect; or

            (e) Cross-Default. The Company, 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 Company, 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 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 the agreements governing the Mortgage Notes to the
extent it relates to Excess Taking Proceeds, as defined therein, or Section
8.8(c)(ii) 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 Company, 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 the
agreements governing the Mortgage Notes to the extent it related to

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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 Borrower 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 Borrower 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
Borrower'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
Borrower 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 Borrower 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 Borrowers or any Significant Subsidiary Group, and either

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

                  (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 Borrower or any
      other Person to terminate a Pension Plan maintained or sponsored by any
      Borrower or any Subsidiary of a Borrower; or

                  (b)   an ERISA Event.

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            (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 Company 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 Obligor are not, individually or in the
aggregate, material to the business of the Company and its Restricted
Subsidiaries taken as a whole; any Borrower or any other Obligor 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
Company 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 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 Borrowers;

            (c)   require that the Borrowers 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;

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 Borrowers 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.

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      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 Borrowers 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
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

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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 Obligor 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 Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of any Obligor 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 Obligor 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
Obligor), independent accountants and other experts selected by the Agent. The
Agent shall be fully justified in failing

                                      102

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 unless the Agent shall have received
notice from such Bank prior to the proposed Restatement Effective Date
specifying its objection thereto.

      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 Borrowers 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 Obligor 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 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 Obligors 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 Borrowers and the other
Obligors 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 Borrowers
and the other Obligors. 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

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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 Obligors 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 Obligor and without
limiting the obligation of any Obligor 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
Borrowers. 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. Bank of America 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 Obligors and
their respective Affiliates as though Bank of America 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, Bank of America or its Affiliates
may receive information regarding any Obligor or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Obligor or such Affiliate) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America 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 Bank of
America 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 Bank of America 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 Borrowers at all times other
than during the existence of an Event of Default (which consent of the Borrowers
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

                                      104

the Banks and the Borrowers, 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 11.4 and 11.5 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
Borrowers) 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

            (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 11.4.

      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

                                      105

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 11.1, 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 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 Borrowers 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 Borrowers pursuant to this Agreement) or such other evidence
satisfactory to the Borrowers and the Agent that such Foreign Bank is entitled
to an exemption from, or reduction of, U.S. withholding tax, including any
exemption

                                      106

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 Borrowers 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 Borrowers 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 Borrowers 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 Borrowers 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 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 Borrowers of their 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 Borrowers are not required to pay additional
amounts under Section 4.1.

                                      107

            (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

                                  MISCELLANEOUS

      11.1 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 Borrower or any other Obligor therefrom, shall be effective unless in
writing signed by the Required Banks and the Borrowers, 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 Borrowers do any of the following:

            (a) waive any condition set forth in subsection (a), (b), (c)(i),
(d), (h), (j), (k) or (m) 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;

            (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;

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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 Letters 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 Company 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 Company to make payments under Section 8.5, taking
into account the effect of any change in the tax status of the Company 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 Company.

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 Borrowers 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 Borrowers 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.

      11.2 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 Borrowers, 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 11.2 or to such other
address, facsimile number, electronic mail address or

                                      109

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
Obligors, 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 Borrowers 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 Borrowers 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 Borrowers.
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.

      11.3 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 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.

      11.4  Costs and Expenses.  The Borrowers shall:

            (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse Bank of America (including in its capacity as
Agent) within five Business Days after demand and receipt by the Borrowers of
reasonable supporting documentation (subject to

                                      110

Section 5.1(d)) for all reasonable costs and expenses incurred by Bank of
America (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 Bank of America (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 Borrowers 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 Borrowers of reasonable
supporting documentation (subject to Section 5.1(d)) 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 11.4(b) or
11.4(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.

      11.5 Indemnity. Whether or not the transactions contemplated hereby are
consummated, the Borrowers shall indemnify and hold harmless each Agent-Related
Person, each Bank and their respective affiliates, directors, officers,
employees and agents (collectively, the "Indemnified Parties") from and 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 Borrowers hereby agree to
reimburse each such Indemnified Party for any Attorneys' Costs or other
out-of-pocket expenses incurred in

                                      111

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 Borrowers 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 Borrowers 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 Borrowers 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 Borrowers, on the one hand, and such Indemnified Party, on the other
hand, and also the respective fault of the Borrowers, 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 11.5 shall survive the
termination of this Agreement.

      11.6 Joint and Several Liability. (a) The obligations of the Borrowers
hereunder are joint and several.

            (b) The liability of each Borrower 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 as to any other Borrower;

                  (ii)  the failure of any Bank

                        (A) to enforce any right or remedy against any Borrower
                  or any other Person (including any guarantor or other
                  Borrower) 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;

                  (iv) any reduction, limitation, impairment or termination of
any Obligations with respect to any other Borrower for any reason including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to (and each 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 Borrower;

                                      112

                  (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 Borrower,
any surety or any guarantor.

Each Borrower agrees that its joint and several 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
any Borrower as though such payment had not been made.

Each Borrower hereby expressly waives: (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
Borrower's obligations under this Agreement.

Each Borrower 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 Borrowers' affairs, financial condition and business. The
Banks shall not have any duty or responsibility to provide any Borrower with any
credit or other information concerning the other Borrowers' affairs, financial
condition or business which may come into the Banks' possession.

Each of the Borrowers 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 Company acting on behalf
of the other Borrowers (and not by Petrolane or the General Partner), and the
other Borrowers 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
Borrowers.

      11.7 Payments Set Aside. To the extent that the Borrowers make a payment
to the Agent or the Banks, or the Agent or the Banks exercise their right of
set-off, and such payment 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

                                      113

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.

      11.8 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 Borrower 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.

      11.9 Assignments, Participations. etc. (a) Any Bank may, with the written
consent of the Company, the Agent and the Issuing Bank, which consent of the
Company shall not be unreasonably withheld, at any time assign and delegate to
one or more Eligible Assignees (provided, that no written consent of the
Company, 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 Borrowers, 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 Company, the Agent and the Issuing Bank
by such Bank and the Assignee; (ii) such Bank and its Assignee shall have
delivered to the Borrowers, 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 $3,500; 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 Company, 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 benefits of Sections 4.1, 4.3, 4.4, 11.4 and 11.5 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 Company consents to such assignment
in accordance with Section 11.9(a)), the Borrowers shall, if requested by the
Assignee or the assignor Bank thereunder, execute and

                                      114

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 11.9(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) Any Bank may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Company (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 Borrowers, 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 11.1 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 and 11.5 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 rights under this Agreement, or any
of the other Loan Documents, and all amounts payable by the Company 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.

            (e) 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.

            (f) 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 Company.

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            (g) Notwithstanding the foregoing provisions of this Section 11.9,
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).

      11.10 Changes of Commitments. (a) On the Restatement Effective Date, each
of the Banks which either (i) has a Revolving Commitment Percentage or
Acquisition Commitment Percentage on the Restatement Effective Date that is less
than its Existing Revolving Commitment Percentage or Existing Acquisition
Commitment Percentage, as the case may be, immediately prior to such date or
(ii) had a commitment under the Existing Credit Agreement immediately prior to
the Restatement Effective Date but has no corresponding Revolving Commitment as
of the Restatement Effective Date (each such Bank, a "Decreasing Bank") shall
irrevocably assign, without recourse or warranty of any kind whatsoever (except
that each Decreasing Bank warrants that it is the legal and beneficial owner of
the Loans and any Notes assigned by it under this Section 11.10 and that such
Loans and Notes are held by such Decreasing Bank free and clear of adverse
claims), to each of the Banks which has a Revolving Commitment Percentage or
Acquisition Commitment Percentage, as the case may be, on the Restatement
Effective Date that is greater than its Existing Revolving Commitment Percentage
or Existing Acquisition Commitment Percentage, as the case may be, immediately
prior to such date (each such Bank, an "Increasing Bank"), and each of the
Increasing Banks shall irrevocably acquire from the Decreasing Banks, (i) a
portion of the principal amount of the Revolving Loans or Acquisition Loans, as
the case may be, of each of the Decreasing Banks (collectively, the "Acquired
Portion") outstanding on the Restatement Effective Date (before giving effect to
any new Revolving Loans made on such date) in an amount such that the principal
amount of the Revolving Loans held by each of the Increasing Banks and each of
the Decreasing Banks as of the Restatement Effective Date shall be held in
accordance with each such Bank's Revolving Commitment Percentage and Acquisition
Commitment Percentage (if any) as of such date and (ii) any existing Notes
evidencing such Acquired Portion, which existing Notes shall be amended and
restated to accurately reflect the new payee and revised terms of the Loans
evidenced thereby as amended by this Agreement and shall state that such amended
and restated Note is given in renewal of the applicable previously issued Note
or Notes. Such assignment and acquisition shall be effective on the Restatement
Effective Date automatically and without any action required on the part of any
party other than the payment by the Increasing Banks to the Agent for the
account of the Decreasing Banks of an amount equal to the Acquired Portion,
which amount shall be allocated to the Decreasing Banks pro rata based upon the
respective reductions in the principal amount of the Revolving Loans and
Acquisition Loans, as applicable, held by such Banks on the Restatement
Effective Date (before giving effect to any new Revolving Loans made on such
date). Each of the Agent and the Banks shall adjust its records accordingly to
reflect the payment of the Acquired Portion and the changes in the Bank's
Revolving Commitments and Acquisition Commitments. The payment to be made in
respect of the Acquired Portion shall be made by the Increasing Banks to the
Agent in Dollars in immediately available funds at or before 2:00 p.m. (New York
City time) on the Restatement Effective Date, such payment to be made by the
Increasing Banks pro rata based upon the respective increases in the principal
amount of the Revolving Loans and Acquisition Loans held by such Banks on the
Restatement Effective Date (before giving effect to any new Revolving

                                      116

Loans made on such date). For purposes of this Section 11.10(a), (1) "Existing
Revolving Commitment Percentage" means, with respect to any Bank, the ratio of
(i) the amount of the Revolving Commitment of such Bank under the Existing
Credit Agreement to (ii) the aggregate amount of the Revolving Commitments of
all of the Banks under the Existing Credit Agreement, (2) "Existing Acquisition
Commitment Percentage" means, with respect to any Bank, the ratio of (i) the
amount of the Acquisition Commitment of such Bank under the Existing Credit
Agreement to (ii) the aggregate amount of the Acquisition Commitments of all of
the Banks under the Existing Credit Agreement, (3) "Revolving Commitment
Percentage" means, with respect to any Bank, the ratio of (i) the amount of the
Revolving Commitment of such Bank to (ii) the aggregate amount of the Revolving
Commitments of all of the Banks and (4) "Acquisition Commitment Percentage"
means, with respect to any Bank, the ratio of (i) the amount of the Acquisition
Commitment of such Bank to (ii) the aggregate amount of the Acquisition
Commitments of all of the Banks.

            (b) To the extent any of the Revolving Loans acquired by the
Increasing Banks from the Decreasing Banks pursuant to Section 11.10(a) above
are Offshore Rate Loans (as defined in the Existing Credit Agreement) and the
Restatement Effective Date is not the last day of an Interest Period for such
Loans, the Decreasing Banks shall be entitled to compensation from the Borrowers
as provided in Section 4.4 of the Existing Credit Agreement (as if the Borrowers
had prepaid such Loans in an amount equal to the Acquired Portion on the
Restatement Effective Date). The payment made by the Increasing Banks in respect
of the Acquired Portion shall constitute a Loan made by the Increasing Banks on
the Restatement Effective Date, and to the extent any Loan acquired by the
Increasing Banks on the Restatement Effective Date is an Offshore Rate Loan and
such date is not the last day of an Interest Period for such Loan, such Loan
shall accrue interest at the rate then applicable to such Loan until such last
day; provided, however, that the Borrowers shall compensate the Increasing Banks
for an amount equal to the amount, if any, by which the cost to the Increasing
Banks of funding the amount of each such Loan in the respective market for the
period from such date to the last day of the then Interest Period for such Loan
exceeds such applicable rate.

      11.11 Confidentiality. Each of the Agent and the Banks agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) 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); (b) to the extent requested by any regulatory
authority; (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process; (d) to any other party to this Agreement;
(e) 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; (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) 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 (ii) 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 Obligors; (g) with the written
consent of the Borrowers; (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Agent or any Bank on a nonconfidential

                                      117

basis from a source other than the Borrowers; or (i) to the National Association
of Insurance Commissioners or any other similar organization. In addition, 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
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 11.11,
"Information" means all information received from any Obligor relating to any
Obligor or its business. Any Person required to maintain the confidentiality of
Information as provided in this Section 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 Company of its receipt of any subpoena or
similar process or authority, unless prohibited therefrom by the issuing Person.

      11.12 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 Borrowers or any other Obligor, any such notice being waived
by the Borrowers (on their own behalf and on behalf of each Obligor) 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 Obligors 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 Borrowers 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.

      11.13 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.

      11.14 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.

      11.15 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.

                                      118

      11.16 No Third Parties Benefited. This Agreement is made and entered into
for the sole protection and legal benefit of the Borrowers, 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.

      11.17 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.

            (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 BORROWERS, THE AGENT AND THE BANKS
CONSENTS, 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
BORROWERS, 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 BORROWERS, 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.

      11.18 Waiver of Jury Trial. EACH OF THE BORROWERS, 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 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 BORROWERS, THE BANKS AND
THE AGENT AGREES 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.

                                      119

      11.19 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.

      11.20 Collateral Agency Agreement. THIS AGREEMENT IS SUBJECT TO THE TERMS
AND CONDITIONS CONTAINED IN THE COLLATERAL AGENCY AGREEMENT (AS DEFINED IN THIS
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 COMPANY.

      11.21 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.

      11.22 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 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.

      11.23 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.

                                      120

            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.

                                          AMERIGAS PROPANE, L.P.

                                          By:   AMERIGAS PROPANE, INC.,
                                                as General Partner

                                          By:
                                                  ------------------------------
                                          Name:   Martha B. Lindsay
                                          Title:  Vice President-Finance

                                          AMERIGAS PROPANE, INC.

                                          By:
                                                  ------------------------------
                                          Name:   Martha B. Lindsay
                                          Title:  Vice President-Finance

                                          PETROLANE INCORPORATED

                                          By:
                                                  ------------------------------
                                          Name:   Martha B. Lindsay
                                          Title:  Vice President-Finance

                                          BANK OF AMERICA, N.A., as Agent

                                          By:
                                                  ------------------------------
                                          Name:   David Price
                                          Title:  Vice President

                                          BANK OF AMERICA, N.A., as a Bank,
                                          Swing Line Bank and an Issuing Bank

                                          By:
                                                  ------------------------------
                                          Name:   Claire Liu
                                          Title:  Managing Director

                                          ALLFIRST BANK

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          THE BANK OF NEW YORK

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          CITICORP USA, INC.

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          CREDIT SUISSE FIRST BOSTON, acting
                                          through its Cayman Islands Branch

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          MELLON BANK, N.A.

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          PNC BANK, NATIONAL ASSOCIATION

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          UNION BANK OF CALIFORNIA

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

                                          WACHOVIA BANK, N.A.

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

Each of the undersigned hereby acknowledges and agrees to the foregoing Second
Amended and Restated Credit Agreement and confirms that its Subsidiary Guarantee
and its Subsidiary Security Agreement shall remain in full force and effect
notwithstanding the execution of such Second Amended and Restated Credit
Agreement and the consummation of the transactions described or otherwise
contemplated therein.

Date:  August 22, 2002

                                          AMERIGAS PROPANE PARTS & SERVICE,
                                          INC.

                                          By:
                                                  ------------------------------
                                          Name:   Martha B. Lindsay
                                          Title:  Vice President-Finance

                                          AMERIGAS EAGLE PROPANE, INC.
                                          (formerly Columbia Propane
                                          Corporation)

                                          By:
                                                  ------------------------------
                                          Name:   Martha B. Lindsay
                                          Title:  Vice President-Finance

                                          AMERIGAS EAGLE HOLDINGS, INC.
                                          (formerly CP Holdings, Inc.)

                                          By:
                                                  ------------------------------
                                          Name:   Martha B. Lindsay
                                          Title:  Vice President-Finance

                                                                   Exhibit 10.2

                                SUMMARY OF TERMS

                             AMERIGAS PROPANE, INC.
     DISCRETIONARY LONG-TERM INCENTIVE PLAN FOR NON-EXECUTIVE KEY EMPLOYEES

PURPOSE

o    Recognize and motivate high-potential individuals
o    Recognize and reward superior performance
o    Provide a retention incentive
o    Align interests of key employees with those of AmeriGas Partners,
     L.P. Unitholders

ELIGIBILITY

o    Generally, exempt-level employees, Grade 18 or above (non-officers); and
o    Identified by senior management as able to make substantial contributions
     to the business of the Partnership
o    No more than one award every three years

NOMINATION AND SELECTION

o    Any officer can nominate an individual for an award
o    Criteria for nomination:
          o    Superior past performance which is expected to continue; and
          o    Performance which demonstrates potential to make significant
               long-term contributions to the Partnership; or
          o    Possession of those skills which, with development, may qualify
               individual for significant additional future responsibilities
o    Committee of the CEO, Senior Vice President, Vice President - Human
     Resources and one Regional Vice President of AmeriGas Propane, Inc.
     selects award recipients from nominees

AWARDS

o    Target award is 750 Common Units of AmeriGas Partners, L.P.
o    Units will be restricted and will not receive or accrue any Partnership
     distributions for three years from the date of the Award
o    Payout at the end of three years will be made in certificates representing
     Common Units (approximately two-thirds or 500 Units) and cash (fair market
     value of 250 Common Units) to be used as an offset to the recipient's
     income tax withholding obligation
o    Recipients who terminate employment for any reason, voluntarily or
     involuntarily, prior to the end of the three-year restriction period will
     forfeit the entire Award

                                      AmeriGas Partners, L.P. 2002 Annual Report

CONSOLIDATED BALANCE SHEETS
(Thousands of dollars)

                                                                                         September 30,
                                                                                   --------------------------
                                                                                         2002            2001
=============================================================================================================
                                                                                            
ASSETS
Current assets:
   Cash and cash equivalents                                                       $   47,400     $    32,489
   Accounts receivable (less allowances for doubtful accounts of $7,588
      and $10,792, respectively)                                                       83,274         102,392
   Accounts receivable - related parties                                                6,862           3,352
   Inventories                                                                         62,496          73,072
   Prepaid expenses and other current assets                                           31,238          18,955
- -------------------------------------------------------------------------------------------------------------
      Total current assets                                                            231,270         230,260

Property, plant and equipment (less accumulated depreciation and
   amortization of $408,590 and $347,898, respectively)                               611,550         627,640
Goodwill and excess reorganization value                                              589,923         589,878
Intangible assets (less accumulated amortization
      of $8,651 and $5,364, respectively)                                              22,586          26,870
Other assets                                                                           17,289          21,774
- -------------------------------------------------------------------------------------------------------------
      Total assets                                                                 $1,472,618     $ 1,496,422
=============================================================================================================

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
   Current maturities of long-term debt                                            $   60,398     $    87,178
   Bank loans                                                                          10,000              --
   Accounts payable - trade                                                            81,891          73,692
   Accounts payable - related parties                                                   5,003           3,623
   Employee compensation and benefits accrued                                          22,390          27,834
   Interest accrued                                                                    34,492          32,854
   Customer deposits and advances                                                      53,177          48,540
   Other current liabilities                                                           40,473          51,969
- -------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                       307,824         325,690

Long-term debt                                                                        885,386         918,726
Other noncurrent liabilities                                                           44,810          42,860

Commitments and contingencies (note 11)

Minority interests                                                                      6,232           5,641

Partners' capital:
   Common unitholders (units issued - 39,541,286 and 36,761,239, respectively)        201,660         187,001
   Subordinated unitholders (units issued - 9,891,072)                                 17,846          28,513
   General partner                                                                      2,214           2,174
   Accumulated other comprehensive income (loss)                                        6,646         (14,183)
- -------------------------------------------------------------------------------------------------------------
      Total partners' capital                                                         228,366         203,505
- -------------------------------------------------------------------------------------------------------------
      Total liabilities and partners' capital                                      $1,472,618     $ 1,496,422
=============================================================================================================

See accompanying notes to consolidated financial statements.

                                       10

                                      AmeriGas Partners, L.P. 2002 Annual Report

CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of dollars, except per unit)

                                                                    Year Ended September 30,
                                                         ---------------------------------------------
                                                                2002             2001             2000
======================================================================================================
                                                                                  
Revenues:
   Propane                                               $ 1,191,649      $ 1,322,934      $ 1,022,967
   Other                                                     116,231           95,430           97,089
- ------------------------------------------------------------------------------------------------------
                                                           1,307,880        1,418,364        1,120,056
- ------------------------------------------------------------------------------------------------------

Costs and expenses:
   Cost of sales - propane                                   584,687          798,166          586,905
   Cost of sales - other                                      47,383           37,809           41,376
   Operating and administrative expenses                     468,817          379,993          342,720
   Depreciation and amortization                              66,104           74,760           67,381
   Equity investee (income)                                     (288)              --               --
   Other (income), net                                        (3,363)          (6,154)          (8,533)
- ------------------------------------------------------------------------------------------------------
                                                           1,163,340        1,284,574        1,029,849
- ------------------------------------------------------------------------------------------------------

Operating income                                             144,540          133,790           90,207
Interest expense                                             (87,839)         (80,396)         (74,764)
- ------------------------------------------------------------------------------------------------------
Income before income taxes                                    56,701           53,394           15,443
Income tax (expense) benefit                                    (340)             327               15
Minority interests                                              (995)            (706)            (262)
- ------------------------------------------------------------------------------------------------------
Income before accounting changes                              55,366           53,015           15,196
Cumulative effect of accounting changes                           --           12,494               --
- ------------------------------------------------------------------------------------------------------

Net income                                               $    55,366      $    65,509      $    15,196
======================================================================================================

General partner's interest in net income                 $       554      $       655      $       152
======================================================================================================

Limited partners' interest in net income                 $    54,812      $    64,854      $    15,044
======================================================================================================

Income per limited partner unit - basic and diluted:
   Income before accounting changes                      $      1.12      $      1.18      $      0.36
   Cumulative effect of accounting changes                        --             0.28               --
- ------------------------------------------------------------------------------------------------------
   Net income per limited partner unit                   $      1.12      $      1.46      $      0.36
======================================================================================================

Average limited partner units outstanding:
   Basic                                                      48,909           44,453           41,969
======================================================================================================
   Diluted                                                    48,932           44,453           41,969
======================================================================================================

See accompanying notes to consolidated financial statements.

                                       11

                                      AmeriGas Partners, L.P. 2002 Annual Report

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)

                                                                    Year Ended September 30,
                                                           ---------------------------------------
                                                                2002           2001           2000
==================================================================================================
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                 $  55,366      $  65,509      $  15,196
Adjustments to reconcile net income to net
   cash provided by operating activities:
      Cumulative effect of accounting changes                     --        (12,494)            --
      Depreciation and amortization                           66,104         74,760         67,381
      Other, net                                               7,748          2,920         (1,857)
      Net change in:
         Accounts receivable                                   8,717          4,893        (33,839)
         Inventories                                          10,576          3,638         (7,775)
         Accounts payable                                      9,579         (5,511)        25,906
         Other current assets and liabilities                  1,430         19,296         (3,502)
- --------------------------------------------------------------------------------------------------
      Net cash provided by operating activities              159,520        153,011         61,510
- --------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Expenditures for property, plant and equipment            (53,472)       (37,890)       (30,427)
   Proceeds from disposals of assets                           9,849          5,347          7,404
   Acquisitions of businesses, net of cash acquired             (736)      (205,571)       (55,640)
- --------------------------------------------------------------------------------------------------
      Net cash used by investing activities                  (44,359)      (238,114)       (78,663)
- --------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Distributions                                            (108,504)       (98,435)       (93,266)
   Minority interest activity                                   (624)         2,374         (1,055)
   Increase (decrease) in bank loans                          10,000        (30,000)         8,000
   Issuance of long-term debt                                 40,900        252,833        196,000
   Repayment of long-term debt                               (99,149)      (110,767)       (82,121)
   Proceeds from issuance of Common Units                     56,556         39,836             --
   Proceeds from sale of AmeriGas OLPinterest                     --         50,000             --
   Capital contributions from General Partner                    571            956             --
- --------------------------------------------------------------------------------------------------
      Net cash provided (used) by financing activities      (100,250)       106,797         27,558
- --------------------------------------------------------------------------------------------------
Cash and cash equivalents increase                         $  14,911      $  21,694      $  10,405
==================================================================================================

CASH AND CASH EQUIVALENTS
   End of year                                             $  47,400      $  32,489      $  10,795
   Beginning of year                                          32,489         10,795            390
- --------------------------------------------------------------------------------------------------
      Increase                                             $  14,911      $  21,694      $  10,405
==================================================================================================

See accompanying notes to consolidated financial statements.

                                       12

                                      AmeriGas Partners, L.P. 2002 Annual Report

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(Thousands of dollars, except unit data)

                                                                                                 Accumulated
                                      Number of units                                                   other       Total
                                 -------------------------                             General  comprehensive   partners'
                                     Common   Subordinated    Common    Subordinated   partner  income (loss)     capital
- --------------------------------------------------------------------------------------------------------------------------
                                                                                           
Balance September 30, 1999       32,078,293      9,891,072  $177,947       $  53,756    $2,338       $     --    $234,041
Net income                                                    11,498           3,546       152                     15,196

Distributions                                                (70,573)        (21,760)     (933)                   (93,266)
- --------------------------------------------------------------------------------------------------------------------------
Balance September 30, 2000       32,078,293      9,891,072   118,872          35,542     1,557             --     155,971
- --------------------------------------------------------------------------------------------------------------------------
Net income                                                    50,123          14,731       655                     65,509

Cumulative effect of change
   in accounting principle -
   SFAS No. 133                                                                                         8,921       8,921

Net gains on derivative
   instruments                                                                                            276         276

Reclassification of net gains
   on derivative instruments                                                                          (23,380)    (23,380)
                                  ----------------------------------------------------------------------------------------
Comprehensive income                                          50,123          14,731       655        (14,183)     51,326

Distributions                                                (75,691)        (21,760)     (984)                   (98,435)

Common Units issued in
   connection with acquisitions   2,382,946                   53,861                       544                     54,405

Common Units issued in
   connection with public
   offering                       2,300,000                   39,836                       402                     40,238
- --------------------------------------------------------------------------------------------------------------------------
Balance September 30, 2001       36,761,239      9,891,072   187,001          28,513     2,174        (14,183)    203,505
- --------------------------------------------------------------------------------------------------------------------------
Net income                                                    43,719          11,093       554                     55,366

Net losses on derivative
   instruments                                                                                        (10,664)    (10,664)

Reclassification of net losses
   on derivative instruments                                                                           31,493      31,493
                                 -----------------------------------------------------------------------------------------
Comprehensive income                                          43,719          11,093       554         20,829      76,195

Distributions                                                (85,659)        (21,760)   (1,085)                  (108,504)

Common Units issued in
   connection with executive
   compensation plan                  2,000                       43                                                   43

Common Units issued in
   connection with public
   offering                       2,428,047                   49,623                       501                     50,124

Common Units sold to
   General Partner                  350,000                    6,933                        70                      7,003
- --------------------------------------------------------------------------------------------------------------------------
Balance September 30, 2002       39,541,286      9,891,072  $201,660       $  17,846    $2,214       $  6,646    $228,366
==========================================================================================================================

See accompanying notes to consolidated financial statements.

                                       13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except per unit amounts)

NOTE 1 - PARTNERSHIP ORGANIZATION AND FORMATION

AmeriGas Partners, L.P. ("AmeriGas Partners") was formed on November 2, 1994,
and is a publicly traded limited partnership. AmeriGas Partners conducts a
national propane distribution business through its principal operating
subsidiaries AmeriGas Propane, L.P. ("AmeriGas OLP") and AmeriGas OLP's
subsidiary, AmeriGas Eagle Propane, L.P. ("Eagle OLP"). AmeriGas Partners,
AmeriGas OLP and Eagle OLP are Delaware limited partnerships. AmeriGas OLP and
Eagle OLP are collectively referred to herein as "the Operating Partnerships,"
and AmeriGas Partners, the Operating Partnerships and all of their subsidiaries
are collectively referred to herein as "the Partnership" or "we."

      The Operating Partnerships are engaged in the distribution of propane and
related equipment and supplies. The Operating Partnerships comprise the largest
retail propane distribution business in the United States serving residential,
commercial, industrial, motor fuel and agricultural customers from locations in
46 states, including Alaska and Hawaii.

      At September 30, 2002, AmeriGas Propane, Inc. (the "General Partner"), an
indirect wholly owned subsidiary of UGI Corporation ("UGI"), held a 1% general
partner interest in AmeriGas Partners and a 1.01% general partner interest in
AmeriGas OLP. The General Partner and its wholly owned subsidiary Petrolane
Incorporated ("Petrolane," a predecessor company of the Partnership) also owned
9,891,072 Subordinated Units and 14,633,932 Common Units of AmeriGas Partners.
The remaining 24,907,354 Common Units are publicly held. These Common and
Subordinated units represent limited partner interests in AmeriGas Partners.
Effective November 18, 2002, the 9,891,072 Subordinated Units held by the
General Partner as of September 30, 2002 were converted to Common Units (see
Note 17).

      AmeriGas Partners holds a 99% limited partner interest in AmeriGas OLP.
AmeriGas OLP, indirectly through subsidiaries, owns an effective 0.1% general
partner interest and a direct approximate 99.8% limited partner interest in
Eagle OLP. An unrelated third party (minority partner) holds an approximate 0.1%
limited partner interest in Eagle OLP.

      AmeriGas Partners and the Operating Partnerships have no employees.
Employees of the General Partner conduct, direct and manage the activities of
AmeriGas Partners and AmeriGas OLP. The General Partner also provides management
and administrative services to AmeriGas Eagle Holdings, Inc. ("AEH"), the
general partner of Eagle OLP, under a management services agreement. The General
Partner is reimbursed monthly for all direct and indirect expenses it incurs on
behalf of the Operating Partnerships.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION PRINCIPLES. The consolidated financial statements include the
accounts of AmeriGas Partners and its majority-owned subsidiaries. We eliminate
all significant intercompany accounts and transactions when we consolidate. We
account for the General Partner's 1.01% interest in AmeriGas OLP and the
minority partner's 0.1% limited partner interest in Eagle OLP as minority
interests in the consolidated financial statements. The Partnership's 50%
ownership interest in Atlantic Energy, Inc., a propane storage terminal located
in Chesapeake, Virginia, is accounted for by the equity method.

USE OF ESTIMATES. We make estimates and assumptions when preparing financial
statements in conformity with accounting principles generally accepted in the
United States. These estimates and assumptions affect the reported amounts of
assets and liabilities, revenues and expenses, as well as the disclosure of
contingent assets and liabilities. Actual results could differ from these
estimates.

REVENUE RECOGNITION. We recognize revenue from the sale of propane principally
as product is delivered to customers. Revenue from the sale of appliances and
equipment is recognized at the time of sale or installation. Revenue from
repairs and maintenance is recognized upon completion of the service.

      Effective October 1, 2000, we applied the guidance of Securities and
Exchange Commission ("SEC") Staff Accounting Bulletin No. 101 entitled "Revenue
Recognition" ("SAB 101") with respect to annually billed nonrefundable tank
fees. Under the new accounting method, revenues from such fees are recorded on a
straight-line basis over one year. Prior to the change in accounting, such
revenues were recorded when billed. For a detailed description of this change in
accounting and its impact on our results, see Note 4.

INVENTORIES. Our inventories are stated at the lower of cost or market. We
determine cost using an average cost method for propane, specific identification
for appliances, and the first-in, first-out ("FIFO") method for all other
inventories.

                                       14

                                      AmeriGas Partners, L.P. 2002 Annual Report

PROPERTY, PLANT AND EQUIPMENT AND RELATED DEPRECIATION. We record property,
plant and equipment at cost. The amounts we assign to property, plant and
equipment of businesses we acquire are based upon estimated fair value at date
of acquisition. We compute depreciation expense on plant and equipment using the
straight-line method over estimated service lives generally ranging from 15 to
40 years for buildings and improvements; 7 to 30 years for storage and customer
tanks and cylinders; and 2 to 10 years for vehicles, equipment, and office
furniture and fixtures. Depreciation expense was $61,993 in 2002, $48,169 in
2001 and $41,452 in 2000.

      Effective October 1, 2000, we changed our method of accounting for costs
to install Partnership-owned tanks at customer locations. Under the new
accounting method, all costs to install such tanks, net of amounts billed to
customers, are capitalized and amortized over the estimated period of benefit
not exceeding ten years. For a detailed description of this change in accounting
and its impact on our results, see Note 4.

INTANGIBLE ASSETS. The Partnership's intangible assets comprise the following at
September 30:

                                                              2002         2001
- --------------------------------------------------------------------------------
                                                                 
SUBJECT TO AMORTIZATION:
   Customer relationships and
      noncompete agreements                              $  31,237     $ 32,234
   Accumulated amortization                                 (8,651)      (5,364)
- --------------------------------------------------------------------------------
                                                         $  22,586     $ 26,870
- --------------------------------------------------------------------------------
NOT SUBJECT TO AMORTIZATION:
   Goodwill                                              $ 496,603     $496,558
   Excess reorganization value                              93,320       93,320
- --------------------------------------------------------------------------------
                                                         $ 589,923     $589,878
- --------------------------------------------------------------------------------

      Effective October 1, 2001, we early adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). SFAS 142 addresses the financial accounting and reporting
for acquired goodwill and other intangible assets and supersedes Accounting
Principles Board ("APB") Opinion No. 17, "Intangible Assets." SFAS 142 addresses
the financial accounting and reporting for intangible assets acquired
individually or with a group of other assets (excluding those acquired in a
business combination) at acquisition and also addresses the financial accounting
and reporting for goodwill and other intangible assets subsequent to their
acquisition. Under SFAS 142, an intangible asset is amortized over its useful
life unless that life is determined to be indefinite. Goodwill, including excess
reorganization value, and other intangible assets with indefinite lives are not
amortized but are subject to tests for impairment at least annually. In
accordance with the provisions of SFAS 142, the Partnership ceased the
amortization of goodwill and excess reorganization value effective October 1,
2001.

      We amortize customer relationship and noncompete agreement intangibles
over their estimated periods of benefit which do not exceed 15 years. Prior to
the adoption of SFAS 142, we amortized goodwill resulting from purchase business
combinations over 40 years, and excess reorganization value (resulting from
Petrolane's July 1993 reorganization under Chapter 11 of the U.S. Bankruptcy
Code) on a straight-line basis over 20 years. Amortization expense of intangible
assets was $3,287 in 2002. Amortization expense of intangible assets in 2001 and
2000, which includes amortization of goodwill and excess reorganization value
prior to the adoption of SFAS 142, was $25,767 and $25,007, respectively.
Estimated amortization expense of intangible assets during the next five fiscal
years is as follows: Fiscal 2003 - $2,902; Fiscal 2004 - $2,772; Fiscal 2005 -
$2,469; Fiscal 2006 - $1,937; Fiscal 2007 - $1,382.

      The following table provides reconciliations of reported and adjusted net
income and diluted net income per limited partner unit as if SFAS 142 had been
adopted as of October 1, 2000:

                                                Year Ended September 30,
                                      ------------------------------------------
                                            2002            2001            2000
================================================================================
                                                             
NET INCOME:
   Reported income before
      accounting changes              $   55,366      $   53,015      $   15,196
   Add back goodwill and
      excess reorganization
      value amortization,
      net of adjustment to
      minority interests                      --          23,570          23,117
- --------------------------------------------------------------------------------
   Adjusted income before
      accounting changes                  55,366          76,585          38,313
   Cumulative effect of
      accounting changes                      --          12,494              --
- --------------------------------------------------------------------------------
   Adjusted net income                $   55,366      $   89,079      $   38,313
- --------------------------------------------------------------------------------
DILUTED INCOME PER
   LIMITED PARTNER UNIT:
   Reported income before
      accounting changes              $     1.12      $     1.18      $     0.36
   Add back goodwill and
      excess reorganization
      value amortization,
      net of adjustment to
      minority interests                      --            0.53            0.54
- --------------------------------------------------------------------------------
   Adjusted income per unit
      before accounting
      changes                               1.12            1.71            0.90
   Cumulative effect of
      accounting changes                      --            0.27              --
- --------------------------------------------------------------------------------
   Adjusted net income
      per unit                        $     1.12      $     1.98      $     0.90
- --------------------------------------------------------------------------------

                                       15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except per unit amounts)

      In accordance with the provisions of SFAS 142, we were required to perform
a transitional goodwill impairment test by March 31, 2002. In addition, SFAS 142
requires that we perform an impairment test annually or more frequently if
events or circumstances indicate that the value of goodwill might be impaired.
No impairment to goodwill was recorded as a result of our SFAS 142 transitional
impairment test or our annual impairment test completed during the fourth fiscal
quarter of 2002.

OTHER ASSETS. Included in other assets are net deferred debt issuance costs of
$13,673 and $14,811 at September 30, 2002 and 2001, respectively. We are
amortizing these costs over the term of the related debt.

COMPUTER SOFTWARE COSTS. We include in property, plant and equipment costs
associated with computer software we develop or obtain for use in our business.
We amortize computer software costs on a straight-line basis over expected
periods of benefit not exceeding seven years once the installed software is
ready for its intended use.

CUSTOMER DEPOSITS. We offer certain of our customers prepayment programs which
require customers to pay a fixed periodic amount, or to otherwise prepay a
portion of their anticipated propane purchases. Customer prepayments, which
exceed associated billings, are classified as customer deposits and advances on
the Consolidated Balance Sheets.

ENVIRONMENTAL LIABILITIES. We accrue environmental investigation and clean-up
costs when it is probable that a liability exists and the amount or range of
amounts can be reasonably estimated. Our estimated liability for environmental
contamination is reduced to reflect anticipated participation of other
responsible parties but is not reduced for possible recovery from insurance
carriers. We do not discount to present value the costs of future expenditures
for environmental liabilities.

INCOME TAXES. AmeriGas Partners and the Operating Partnerships are not directly
subject to federal income taxes. Instead, their taxable income or loss is
allocated to their individual partners. The Operating Partnerships have
corporate subsidiaries which are directly subject to federal income taxes.
Accordingly, our Consolidated Financial Statements reflect income taxes related
to these corporate subsidiaries. Net income for financial statement purposes may
differ significantly from taxable income reportable to unitholders. This is a
result of (1) differences between the tax basis and financial reporting basis of
assets and liabilities and (2) the taxable income allocation requirements of the
Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P.
("Partnership Agreement") and the Internal Revenue Code.

UNIT-BASED COMPENSATION. As permitted by SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), we apply the provisions of APB Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), in recording
compensation expense for grants of equity instruments to employees. Our
compensation expense under the provisions of APB 25 for all periods presented
was not materially different from amounts determined under the provisions of
SFAS 123. For a description of unit-based compensation and related disclosure,
see Note 10.

NET INCOME PER UNIT. Net income per unit is computed by dividing net income,
after deducting the General Partner's 1% interest, by the weighted average
number of Common and Subordinated units outstanding. Potentially dilutive Common
Units totaling 23,000 in 2002 result principally from Common Unit awards issued
under AmeriGas Propane, Inc. incentive compensation plans. There were no
potentially dilutive securities in 2001 and 2000.

DERIVATIVE INSTRUMENTS. Effective October 1, 2000, we adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133, as amended, establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that all
derivative instruments be recognized as either assets or liabilities and
measured at fair value. The accounting for changes in fair value depends upon
the purpose of the derivative instrument and whether it is designated and
qualifies for hedge accounting. To the extent a derivative instrument qualifies
and is designated as a hedge of the variability of cash flows associated with a
forecasted transaction ("cash flow hedge"), the effective portion of the gain or
loss on such derivative instrument is generally reported in other comprehensive
income and the ineffective portion, if any, is reported in net income. Such
amounts reported in other comprehensive income are reclassified into net income
when the forecasted transaction affects earnings. If a cash flow hedge is
discontinued because it is probable that the forecasted transaction will not
occur, the net gain or loss is immediately reclassified into earnings. To the
extent derivative instruments qualify and are designated as hedges of changes in
the fair value of an existing asset, liability or firm commitment ("fair value
hedge"), the gain or loss on the hedging instrument is recognized in earnings
along with changes in the fair value of the hedged asset, liability or firm
commitment attributable to the hedged risk.

                                       16

                                      AmeriGas Partners, L.P. 2002 Annual Report

      The adoption of SFAS 133 resulted in a cumulative effect charge to net
income of $736 and a cumulative effect increase to accumulated other
comprehensive income of $8,921. The increase in accumulated other comprehensive
income is attributable to net gains on derivative instruments designated and
qualifying as cash flow hedges on October 1, 2000.

      Prior to the adoption of SFAS 133, gains or losses on derivative
instruments associated with forecasted transactions generally were recorded in
net income when the forecasted transactions affected earnings. If it became
probable that the original forecasted transactions would not occur, we
immediately recognized in net income any gains or losses on the derivative
instruments.

      For a detailed description of the derivative instruments we use, our
objectives for using them, and related supplemental information required by SFAS
133, see Note 14.

CONSOLIDATED STATEMENTS OF CASH FLOWS. We define cash equivalents as all highly
liquid investments with maturities of three months or less when purchased. We
record cash equivalents at cost plus accrued interest, which approximates market
value. We paid interest totaling $86,556 in 2002, $79,302 in 2001, and $75,317
in 2000.

COMPREHENSIVE INCOME. Comprehensive income comprises net income and other
comprehensive income (loss). Our other comprehensive income (loss) principally
results from gains and losses on derivative instruments qualifying as cash flow
hedges.

SEGMENT INFORMATION. We have determined that we have a single reportable
operating segment which engages in the distribution of propane and related
equipment and supplies. No single customer represents ten percent or more of
consolidated revenues. In addition, virtually all of our revenues are derived
from sources within the United States and virtually all of our long-lived assets
are located in the United States.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. The Financial Accounting Standards
Board ("FASB") recently issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"); SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"); SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" ("SFAS 145"); and SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146").

      SFAS 143 addresses financial accounting and reporting for legal
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred with a corresponding increase in the carrying value of the
related asset. Entities shall subsequently charge the retirement cost to expense
using a systematic and rational method over the related asset's useful life and
adjust the fair value of the liability resulting from the passage of time
through charges to operating expense. We adopted SFAS 143 effective October 1,
2002. The adoption of SFAS 143 did not have a material effect on our financial
position or results of operations.

      SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), and
the accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," as it relates to the disposal of a segment of a business. SFAS
144 establishes a single accounting model for long-lived assets to be disposed
of based upon the framework of SFAS 121, and resolves significant implementation
issues of SFAS 121. The Partnership adopted SFAS 144 effective October 1, 2002.
The adoption of SFAS 144 did not affect our financial position or results of
operations.

      SFAS 145 rescinded SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" (an amendment of APB Opinion No. 30) ("SFAS 4"),
effective for fiscal years beginning after May 15, 2002. SFAS 4 had required
that material gains and losses on extinguishment of debt be classified as an
extraordinary item. Under SFAS 145, it is less likely that a gain or loss on
extinguishment of debt would be classified as an extraordinary item in the
Consolidated Statement of Income. Among other things, SFAS 145 also amends SFAS
No. 13, "Accounting for Leases," to require that certain lease modifications
that have economic effects similar to sale-leaseback transactions be accounted
for in the same manner as sale-leaseback transactions. The provisions of SFAS
145 relating to leases were effective for transactions occurring after May 15,
2002. The application of SFAS 145 did not affect our financial position or
results of operations during 2002.

      SFAS 146 addresses accounting for costs associated with exit or disposal
activities and replaces the guidance in Emerging Issues Task Force ("EITF") No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity." Generally, SFAS 146 requires that a liability for
costs associated with an exit or disposal activity, including contract
termination costs, employee termination benefits and other associated costs, be
recognized when the liability is incurred. Under EITF No. 94-3, a liability was
recognized at the date an entity committed to an exit plan. SFAS 146 will be
effective for disposal activities initiated after December 31, 2002.

                                       17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except per unit amounts)

NOTE 3 - ACQUISITIONS

On August 21, 2001, AmeriGas Partners, through AmeriGas OLP, acquired the
propane distribution businesses of Columbia Energy Group ("Columbia Propane
Businesses") in a series of equity and asset purchases pursuant to the terms of
the Purchase Agreement dated January 30, 2001, and Amended and Restated August
7, 2001 ("Columbia Purchase Agreement") by and among Columbia Energy Group
("CEG"), Columbia Propane Corporation ("Columbia Propane"), Columbia Propane,
L.P. ("CPLP"), CP Holdings, Inc. ("CPH"), AmeriGas Partners, AmeriGas OLP, and
the General Partner. The acquired businesses comprised the seventh largest
retail marketer of propane in the United States with annual sales of over 300
million gallons from locations in 29 states. The acquired businesses were
principally conducted through Columbia Propane and its approximate 99% owned
subsidiary, CPLP (referred to after the acquisition as "Eagle OLP"). AmeriGas
OLP acquired substantially all of the assets of Columbia Propane, including an
indirect 1% general partner interest and an approximate 99% limited partnership
interest in Eagle OLP.

      The purchase price of the Columbia Propane Businesses consisted of
$201,750 in cash. In addition, AmeriGas OLP agreed to pay CEG for the amount of
working capital, as defined, in excess of $23,000. In April 2002, the
Partnership's management and CEG agreed upon the amount of working capital
acquired by AmeriGas OLP and AmeriGas OLP made an additional payment for working
capital and other adjustments totaling $736. The Columbia Purchase Agreement
also provided for the purchase by CEG of limited partnership interests in
AmeriGas OLP valued at $50,000 for $50,000 in cash, which interests were
exchanged for 2,356,953 Common Units of AmeriGas Partners having an estimated
fair value of $54,422. Concurrently with the acquisition, AmeriGas Partners
issued $200,000 of 8.875% Senior Notes due May 2011, the net proceeds of which
were contributed to AmeriGas OLP to finance the acquisition of the Columbia
Propane Businesses, to fund related fees and expenses, and to repay debt
outstanding under AmeriGas OLP's Bank Credit Agreement.

      The operating results of the Columbia Propane Businesses are included in
our consolidated results from August 21, 2001.

      The following table identifies the components of the purchase price:

                                                                   
================================================================================
Cash paid                                                             $ 202,486
Cash received from sale of AmeriGas OLP
   limited partner interests                                            (50,000)
Fair value of AmeriGas Partners' Common Units
   issued in exchange for the AmeriGas OLP
   limited partner interests                                             54,422
Transaction costs and expenses                                            8,140
Involuntary employee termination benefits and
   relocation costs                                                       2,618
Other liabilities and obligations incurred                                1,031
- --------------------------------------------------------------------------------
Total                                                                 $ 218,697
================================================================================

      As of September 30, 2002, substantially all involuntary employee
termination benefits and relocation costs had been paid.

      The purchase price of the Columbia Propane Businesses has been allocated
to the assets and liabilities acquired as follows:

                                                                   
================================================================================
Net current assets                                                    $  16,741
Property, plant and equipment                                           182,761
Customer relationships and noncompete agreement
   (estimated useful life of 15 and 5 years, respectively)               19,878
Other assets and liabilities                                               (683)
- --------------------------------------------------------------------------------
Total                                                                 $ 218,697
================================================================================

      The following table presents unaudited pro forma income statement and per
unit data for 2001 and 2000 as if the acquisition of the Columbia Propane
Businesses had occurred as of the beginning of those years:

                                                          2001             2000
================================================================================
                                                              
Revenues                                            $1,788,567      $ 1,428,147
Income (loss) before accounting changes             $   51,637      $       (53)
Net income (loss)                                   $   64,131      $       (53)
Income per limited partner unit -
   basic and diluted:
      Income before accounting changes              $     1.10      $        --
      Net income                                    $     1.36      $        --
================================================================================

   The pro forma results of operations reflect the Columbia Propane Businesses'
historical operating results after giving effect to adjustments directly
attributable to the transaction that are expected to have a continuing impact.
They are not adjusted for, among other things, the impact of normal weather
conditions, operating synergies and anticipated cost savings. In our opinion,
the unaudited pro forma results are not necessarily indicative of the actual
results that

                                       18

                                      AmeriGas Partners, L.P. 2002 Annual Report

would have occurred had the acquisition of the Columbia Propane Businesses
occurred as of the beginning of the years presented or of future operating
results under our management.

      During 2001, in addition to the acquisition of the Columbia Propane
Businesses, we acquired several other small propane distribution businesses for
$147 in cash and 25,993 Common Units. During 2000, we acquired four retail
propane businesses, including the West Coast propane operations of All Star Gas
Corporation, for total cash consideration of $55,640. The excess of the purchase
price over the fair value of net assets acquired for the 2000 acquisitions was
approximately $38,000. In conjunction with these acquisitions, liabilities in
the amount of $2,861 were assumed. The pro forma effect of these transactions
was not material to the Partnership's results of operations in 2001 and 2000.

      All of our business acquisitions have been accounted for using the
purchase method of accounting. Their results of operations are included in our
consolidated results of operations from their respective dates of acquisition.

NOTE 4 - CHANGES IN ACCOUNTING

TANK FEE REVENUE RECOGNITION. In order to apply the guidance of SAB 101,
effective October 1, 2000, we changed our method of accounting for annually
billed nonrefundable tank fees. Prior to the change in accounting, nonrefundable
tank fees for installed Partnership-owned tanks were recorded as revenue when
billed. Under the new accounting method, revenues from such fees are being
recorded on a straight-line basis over one year. As a result of this change in
accounting, on October 1, 2000, we recorded a charge of $5,984 representing the
cumulative effect of the change in accounting on prior years. The change in
accounting for nonrefundable tank fees did not have a material impact on
reported revenues in 2002 and 2001, and would not have had a material impact on
reported revenues in 2000. At September 30, 2002 and 2001, deferred revenues
relating to nonrefundable tank fees were $6,755 and $6,153, respectively.

ACCOUNTING FOR TANK INSTALLATION COSTS. Effective October 1, 2000, we changed
our method of accounting for tank installation costs which are not billed to
customers. Prior to the change in accounting, costs to install Partnership-owned
tanks at a customer location were expensed as incurred. Under the new accounting
method, all such costs, net of amounts billed to customers, are capitalized in
property, plant and equipment and amortized over the estimated period of benefit
not exceeding ten years. We believe that the new accounting method better
matches the costs of installing Partnership-owned tanks with the periods
benefited. As a result of this change in accounting, on October 1, 2000, we
recorded an increase of $19,214 in net income representing the cumulative effect
of the change in accounting on prior years. The change in accounting for tank
installation costs did not have a material effect on 2001 net income.

CUMULATIVE EFFECT OF ACCOUNTING CHANGES AND PRO FORMA DISCLOSURE. The cumulative
effect and related per limited partner unit amounts reflected on the 2001
Consolidated Statement of Income resulting from the above changes in accounting
principles, as well as the cumulative effect resulting from the adoption of SFAS
133 (see Note 2), comprise the following:

                                                                      Cumulative
                                                                      Effect Per
                                                     Cumulative          Limited
                                                         Effect     Partner Unit
================================================================================
                                                              
Tank fees                                             $ (5,984)         $ (0.13)
Tank installation costs                                 19,214             0.43
SFAS 133                                                  (736)           (0.02)
- --------------------------------------------------------------------------------
Total                                                 $ 12,494          $  0.28
================================================================================

      The following table reflects unaudited pro forma net income and income per
unit after applying retroactively the changes in accounting for tank
installation costs and nonrefundable tank fees:

                                                      As Reported    As Adjusted
================================================================================
                                                               
Year Ended September 30, 2000:
   Net income                                             $15,196        $14,989
   Net income per unit - basic and diluted                $  0.36        $  0.35
================================================================================

NOTE 5 - QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH

The Partnership makes distributions to its partners approximately 45 days after
the end of each fiscal quarter in a total amount equal to its Available Cash for
such quarter. Available Cash generally means:

      1.    all cash on hand at the end of such quarter,

      2.    plus all additional cash on hand as of the date of determination
            resulting from borrowings after the end of such quarter,

      3.    less the amount of cash reserves established by the General Partner
            in its reasonable discretion.

      The General Partner may establish reserves for the proper conduct of the
Partnership's business and for distributions during the next four quarters. In
addition, certain of the Partnership's debt agreements require reserves be
established for the payment of debt principal and interest.

      Distributions of Available Cash have generally been made 98% to Common and
Subordinated unitholders and 2% to the General Partner. The Partnership may pay
an incentive distribution if Available Cash exceeds the Minimum Quarterly
Distribution of $0.55 ("MQD") on all units. If there was sufficient Available
Cash, holders of Common Units had the right to receive the MQD, plus any
arrearages, before the distribution of Available Cash to holders of Subordinated
Units. Common Units will not accrue arrearages for any quarter after all the
remaining Subordinated Units have been converted to Common Units pursuant to the
terms of the Partnership Agreement. Effective November 18, 2002, the remaining
Subordinated Units held by the General Partner as of September 30, 2002 were
converted to Common Units (see Note 17).

                                       19

                                      AmeriGas Partners, L.P. 2002 Annual Report

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except per unit amounts)

NOTE 6 - DEBT

Long-term debt comprises the following at September 30:

                                                          2002             2001
================================================================================
                                                              
AmeriGas Partners Senior Notes:
   8.875%, due May 2011 (of which $40,000
      in 2002 includes unamortized premium
      of $1,550, effective rate - 8.25%)             $ 241,550      $   200,000
   10%, due April 2006 (less unamortized
      discount of $223 and $271,
      respectively, effective rate - 10.125%)           59,777           59,729
   10.125%, due April 2007                              85,000          100,000
AmeriGas OLP First Mortgage Notes:
   Series A, 9.34% - 11.71%, due
      April 2001 through April 2009
      (including unamortized premium
      of $7,884 and $9,214, respectively,
      effective rate - 8.91%)                          167,884          189,214
   Series B, 10.07%, due April 2001
      through April 2005 (including
      unamortized premium of $2,304
      and $3,931, respectively, effective
      rate - 8.74%)                                    122,304          163,931
   Series C, 8.83%, due April 2003
      through April 2010                               110,000          110,000
   Series D, 7.11%, due March 2009
      (including unamortized premium of
      $2,168 and $2,427, respectively,
      effective rate - 6.52%)                           72,168           72,427
   Series E, 8.50%, due July 2010 (including
      unamortized premium of $149 and $161,
      respectively, effective rate - 8.47%)             80,149           80,161
AmeriGas OLP Acquisition Facility                           --           20,000
Other                                                    6,952           10,442
- --------------------------------------------------------------------------------
Total long-term debt                                   945,784        1,005,904
Less current maturities (including net
   unamortized premium of $2,887
   and $3,181, respectively)                           (60,398)         (87,178)
- --------------------------------------------------------------------------------
Total long-term debt due after one year              $ 885,386      $   918,726
================================================================================

      Scheduled principal repayments of long-term debt for each of the next five
fiscal years ending September 30 are as follows: 2003 - $57,511; 2004 - $55,063;
2005 - $54,889; 2006 - $113,247; 2007 - $138,750.

AMERIGAS PARTNERS SENIOR NOTES. The 8.875% Senior Notes generally cannot be
redeemed at our option prior to May 20, 2006. A redemption premium applies
thereafter through May 19, 2009. However, prior to May 20, 2004, AmeriGas
Partners may use the proceeds of a public offering of Common Units to redeem up
to 33% of the 8.875% Senior Notes at 108.875% plus accrued and unpaid interest.
The 10% Senior Notes generally cannot be redeemed at our option prior to their
maturity. The 10.125% Senior Notes are redeemable prior to their maturity date.
A redemption premium applies until April 15, 2004. In November 2001, AmeriGas
Partners prepaid $15,000 of 10.125% Senior Notes at a redemption price of
103.375%. AmeriGas Partners may, under certain circumstances following the
disposition of assets or a change of control, be required to offer to prepay the
Senior Notes.

AMERIGAS OLP FIRST MORTGAGE NOTES. AmeriGas OLP's First Mortgage Notes are
collateralized by substantially all of its assets. The General Partner and
Petrolane are co-obligors of the Series A, B, and C First Mortgage Notes, and
the General Partner is co-obligor of the Series D and E First Mortgage Notes.
AmeriGas OLP may prepay the First Mortgage Notes, in whole or in part. These
prepayments include a make whole premium. Following the disposition of assets or
a change of control, AmeriGas OLP may be required to offer to prepay the First
Mortgage Notes, in whole or in part.

AMERIGAS OLP BANK CREDIT AGREEMENT. AmeriGas OLP's Second Amended and Restated
Credit Agreement ("Bank Credit Agreement") consists of (1) a Revolving Credit
Facility and (2) an Acquisition Facility. AmeriGas OLP's obligations under the
Bank Credit Agreement are collateralized by substantially all of its assets. The
General Partner and Petrolane are co-obligors of amounts outstanding under the
Bank Credit Agreement.

      Under the Revolving Credit Facility, AmeriGas OLP may borrow up to
$100,000 (including a $35,000 sublimit for letters of credit) subject to
restrictions in the AmeriGas Partners Senior Notes indentures (see "Restrictive
Covenants" below). The Revolving Credit Facility may be used for working capital
and general purposes of AmeriGas OLP. The Revolving Credit Facility expires
October 1, 2003, but may be extended for additional one-year periods with the
consent of the participating banks representing at least 80% of the commitments
thereunder. AmeriGas OLP had borrowings under the Revolving Credit Facility
totaling $10,000 at September 30, 2002, which we classify as bank loans. There
were no borrowings outstanding under the Revolving Credit Facility at September
30, 2001. Issued and outstanding letters of credit, which reduce available
borrowings under the Revolving Credit Facility, totaled $19,781 at September 30,
2002 and $9,500 at September 30, 2001.

                                       20

                                      AmeriGas Partners, L.P. 2002 Annual Report

      The Acquisition Facility provides AmeriGas OLP with the ability to borrow
up to $75,000 to finance the purchase of propane businesses or propane business
assets. In addition, up to $30,000 of the Acquisition Facility may be used for
working capital purposes. The Acquisition Facility operates as a revolving
facility through October 1, 2003, at which time amounts then outstanding will be
immediately due and payable.

      The Revolving Credit Facility and the Acquisition Facility permit AmeriGas
OLP to borrow at prevailing interest rates, including the base rate, defined as
the higher of the Federal Funds rate plus 0.50% or the agent bank's prime rate
(4.75% at September 30, 2002), or at two-week, one-, two-, three-, or six-month
Eurodollar Rate, as defined in the Bank Credit Agreement, plus a margin. The
margin on Eurodollar Rate borrowings (which ranges from 1.00% to 2.25%), and the
Bank Credit Agreement commitment fee rate (which ranges from 0.25% to 0.50%) are
dependent upon AmeriGas OLP's ratio of funded debt to earnings before interest
expense, income taxes, depreciation and amortization ("EBITDA"), each as defined
in the Bank Credit Agreement. The weighted-average interest rate on Revolving
Credit Facility borrowings at September 30, 2002 was 4.75%. There were no
borrowings outstanding under the Acquisition Facility at September 30, 2002. The
weighted-average interest rate on Acquisition Facility loans outstanding at
September 30, 2001 was 4.08%. AmeriGas OLP had the ability to borrow an
additional $67,658 under the Acquisition Facility based upon eligible propane
business and asset expenditures made through September 30, 2002.

GENERAL PARTNER FACILITY. AmeriGas OLP also has a Revolving Credit Agreement
with the General Partner under which it may borrow up to $20,000 for working
capital and general purposes. This agreement is coterminous with, and generally
comparable to, AmeriGas OLP's Revolving Credit Facility except that borrowings
under the General Partner Facility are unsecured and subordinated to all senior
debt of AmeriGas OLP. Interest rates on borrowings are based upon one-month
offshore interbank offering rates. Commitment fees are determined in the same
manner as fees under the Revolving Credit Facility. UGI has agreed to contribute
up to $20,000 to the General Partner to fund such borrowings.

RESTRICTIVE COVENANTS. The Senior Notes of AmeriGas Partners restrict the
ability of the Partnership to, among other things, incur additional
indebtedness, make investments, incur liens, issue preferred interests, prepay
subordinated indebtedness, and effect mergers, consolidations and sales of
assets. Under the Senior Notes indentures, AmeriGas Partners is generally
permitted to make cash distributions equal to available cash, as defined, as of
the end of the immediately preceding quarter, if certain conditions are met.
These conditions include:

      1. no event of default exists or would exist upon making such
distributions and

      2. the Partnership's consolidated fixed charge coverage ratio, as defined,
is greater than 1.75-to-1.

      If the ratio in item 2 above is less than or equal to 1.75-to-1, the
Partnership may make cash distributions in a total amount not to exceed $24,000
less the total amount of distributions made during the immediately preceding 16
fiscal quarters. At September 30, 2002, such ratio was 2.41-to-1.

      The Bank Credit Agreement and the First Mortgage Notes restrict the
incurrence of additional indebtedness and also restrict certain liens,
guarantees, investments, loans and advances, payments, mergers, consolidations,
asset transfers, transactions with affiliates, sales of assets, acquisitions and
other transactions. The Bank Credit Agreement and First Mortgage Notes require
the ratio of total indebtedness, as defined, to EBITDA, as defined (calculated
on a rolling four-quarter basis or eight-quarter basis divided by two), to be
less than or equal to 4.75-to-1 with respect to the Bank Credit Agreement and
5.25-to-1 with respect to the First Mortgage Notes. In addition, the Bank Credit
Agreement requires that AmeriGas OLP maintain a ratio of EBITDA to interest
expense, as defined, of at least 2.25-to-1 on a rolling four-quarter basis.
Generally, as long as no default exists or would result, AmeriGas OLP is
permitted to make cash distributions not more frequently than quarterly in an
amount not to exceed available cash, as defined, for the immediately preceding
calendar quarter. At September 30, 2002, the Partnership was in compliance with
its financial covenants.

NOTE 7 - EMPLOYEE RETIREMENT PLANS

The General Partner sponsors a 401(k) savings plan for eligible employees.
Participants in the savings plan may contribute a portion of their compensation
on a before-tax basis. Generally, employee contributions are matched on a
dollar-for-dollar (100%) basis up to 5% of eligible compensation. In conjunction
with a short-term cost savings program, for the period March 1, 2002 to
September 30, 2002, employee contributions were matched at a rate of 25% up to
5% of eligible compensation. The cost of benefits under our savings plan was
$2,904 in 2002, $4,765 in 2001 and $4,741 in 2000.

NOTE 8 - INVENTORIES

Inventories comprise the following at September 30:

                                                          2002              2001
================================================================================
                                                                   
Propane gas                                            $38,283           $52,527
Materials, supplies and other                           18,586            13,960
Appliances for sale                                      5,627             6,585
- --------------------------------------------------------------------------------
Total inventories                                      $62,496           $73,072
================================================================================

      In addition to inventories on hand, we also enter into contracts to
purchase propane to meet a portion of our supply requirements. Generally, these
contracts are one- or two-year agreements subject to annual review and call for
payment based on either fixed prices or market prices at date of delivery.

                                       21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except per unit amounts)

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment comprise the following at September 30:

                                                           2002            2001
================================================================================
                                                                
Land                                                $    64,672       $  62,248
Buildings and improvements                               75,949          79,107
Transportation equipment                                 72,300          77,785
Storage facilities                                       83,528          72,764
Equipment, primarily cylinders and tanks                709,308         666,766
Other                                                    14,383          16,868
- --------------------------------------------------------------------------------
Gross property, plant and equipment                   1,020,140         975,538
Less accumulated depreciation and
   amortization                                        (408,590)       (347,898)
- --------------------------------------------------------------------------------
Net property, plant and equipment                   $   611,550       $ 627,640
================================================================================

NOTE 10 - PARTNERS' CAPITAL AND INCENTIVE COMPENSATION PLANS

Effective with the conversion of the remaining Subordinated Units on November
18, 2002 (see Note 17), the General Partner may, in its sole discretion, cause
the Partnership to issue an unlimited number of additional Common Units and
other equity securities of the Partnership ranking on a parity with the Common
Units.

      In December 2001 and January 2002, AmeriGas Partners sold an aggregate
2,428,047 Common Units in conjunction with an underwritten public offering at a
public offering price of $21.50 per unit. The net proceeds of the public
offering and the associated capital contributions from the General Partner
totaling $50,635 were contributed to AmeriGas OLP and used to reduce Bank Credit
Agreement borrowings and for working capital. In October 2001, AmeriGas Partners
closed the sale of 350,000 Common Units to the General Partner at the trade-date
market price of $19.81 per unit. The proceeds of this sale and the associated
capital contributions from the General Partner totaling $7,075 were contributed
to AmeriGas OLP which used the proceeds to reduce Bank Credit Agreement
borrowings and for working capital. In October 2000, we sold 2,300,000 Common
Units in conjunction with a public offering at a public offering price of $18.44
per unit. The net proceeds from the Common Unit offering and the associated
capital contributions from the General Partner totaling $40,649 were used to
reduce Bank Credit Agreement indebtedness and for working capital purposes.

      Under the AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan ("2000
Incentive Plan"), the General Partner may grant to key employees the rights to
receive a total of 500,000 Common Units, or cash equivalent to the fair market
value of such Common Units, upon the achievement of performance goals. In
addition, the 2000 Incentive Plan may provide for the crediting of Partnership
distribution equivalents to participants' accounts. Distribution equivalents
will be paid in cash and such payment may, at the participant's request, be
deferred. The actual number of Common Units (or their cash equivalents)
ultimately issued, and the actual amount of distribution equivalents paid, is
dependent upon the achievement of performance goals. Generally, each grant,
unless paid, will terminate when the participant ceases to be employed by the
General Partner. We also have a nonexecutive Common Unit plan under which the
General Partner may grant awards of up to a total of 200,000 Common Units to key
employees who do not participate in the 2000 Incentive Plan. Generally, awards
under the nonexecutive plan vest at the end of a three-year period and will be
paid in Common Units and cash. During 2002 and 2001, the General Partner made
awards under the 2000 Incentive Plan and the nonexecutive plan representing
43,250 and 66,075 Common Units, respectively. We recorded compensation expense
of $1,018 in 2002 and $497 in 2001 relating to these plans. At September 30,
2002 and 2001, awards representing 105,825 and 65,325 Common Units,
respectively, were outstanding.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

We lease various buildings and transportation, computer and office equipment
under operating leases. Certain of the leases contain renewal and purchase
options and also contain escalation clauses. Our aggregate rental expense for
such leases was $41,974 in 2002, $32,709 in 2001 and $28,990 in 2000.

      Minimum future payments under noncancelable operating leases are as
follows:

                                                                     
================================================================================
Year Ending September 30,
   2003                                                                 $ 36,475
   2004                                                                   30,893
   2005                                                                   26,859
   2006                                                                   22,323
   2007                                                                   18,235
   Thereafter                                                             41,768
- --------------------------------------------------------------------------------
Total minimum operating lease payments                                  $176,553
================================================================================

      The Partnership has succeeded to certain lease guarantee obligations of
Petrolane relating to Petrolane's divestiture of nonpropane operations before
its 1989 acquisition by QFB Partners. Future lease payments under these leases
total approximately $20,000 at September 30, 2002. The leases expire through
2010 and some of them are currently in default. The Partnership has succeeded to
the indemnity agreement of Petrolane by which Texas Eastern Corporation ("Texas
Eastern"), a prior owner of Petrolane, agreed to indemnify Petrolane against any
liabilities arising out of the conduct of businesses that do not relate to, and
are not a part of, the propane business, including lease guarantees. In December
1999, Texas Eastern filed for dissolution under the Delaware General Corporation
Law. In May 2001, Petrolane filed a declaratory judgment action in the Delaware
Chancery Court seeking confirmation of

                                       22

                                      AmeriGas Partners, L.P. 2002 Annual Report

      Texas Eastern's indemnification obligations and judicial supervision of
Texas Eastern's dissolution to ensure that its indemnification obligations to
Petrolane are paid or adequately provided for in accordance with law. Those
proceedings are pending. In a Liquidation and Winding Up Agreement dated
September 17, 2002, PanEnergy Corporation ("PanEnergy"), Texas Eastern's sole
stockholder, agreed to assume all of Texas Eastern's liabilities as of December
20, 2002, to the extent of the value of Texas Eastern's assets transferred to
PanEnergy as of that date (which is expected to exceed $94 million), and to the
extent that such liabilities arise within ten years from Texas Eastern's date of
dissolution. Notwithstanding the dissolution proceeding, and based on Texas
Eastern previously having satisfied directly defaulted lease obligations without
the Partnership's having to honor its guarantee, we believe that the probability
that the Partnership will be required to directly satisfy the lease obligations
subject to the indemnification agreement is remote.

      Columbia Propane, CPLP, and CPH (collectively, the "Company Parties")
agreed to indemnify the former general partners of National Propane Partners,
L.P. and certain of their affiliates (collectively, "National General Partners")
against certain income tax and other losses that the National General Partners
may sustain as a result of the 1999 acquisition by CPLP of the National Propane
business (the "1999 Acquisition") or its operation of the business after the
1999 Acquisition.

      CEG has agreed to indemnify AmeriGas Partners, AmeriGas OLP, the General
Partner (collectively, the "Buyer Parties") and the Company Parties against any
losses that they sustain under the 1999 Acquisition Agreement and related
agreements ("Losses"), including claims asserted by the National General
Partners ("National Claims"), to the extent such claims are based on acts or
omissions of CEG or the Company Parties prior to the acquisition of the Columbia
Propane Businesses by AmeriGas OLP on August 21, 2001 (the "2001 Acquisition").
The Buyer Parties have agreed to indemnify CEG against Losses, including
National Claims, to the extent such claims are based on acts or omissions of the
Buyer Parties or the Company Parties after the 2001 Acquisition. The Seller and
Buyer Parties have agreed to apportion certain losses resulting from a National
Claim to the extent such losses result from the 2001 Acquisition itself.

      We also have other contingent liabilities, pending claims and legal
actions arising in the normal course of our business. We cannot predict with
certainty the final results of these matters. However, it is reasonably possible
that some of them could be resolved unfavorably to us. Management believes,
after consultation with counsel, that damages or settlements, if any, recovered
by the plaintiffs in such claims or actions will not have a material adverse
effect on our financial position but could be material to our operating results
or cash flows in future periods depending on the nature and timing of future
developments with respect to these matters and the amounts of future operating
results and cash flows.

NOTE 12 - RELATED PARTY TRANSACTIONS

Pursuant to the Partnership Agreement and a Management Services Agreement among
AEH, the general partner of Eagle OLP, and the General Partner, the General
Partner is entitled to reimbursement for all direct and indirect expenses
incurred or payments it makes on behalf of the Partnership. These costs, which
totaled $262,398 in 2002, $208,910 in 2001 and $192,910 in 2000, include
employee compensation and benefit expenses of employees of the General Partner
and general and administrative expenses.

      UGI provides certain financial and administrative services to the General
Partner. UGI bills the General Partner for these direct and indirect corporate
expenses and the General Partner is reimbursed by the Partnership for these
expenses. Such corporate expenses totaled $6,341 in 2002, $5,276 in 2001 and
$3,985 in 2000. In addition, UGI and certain of its subsidiaries provide office
space and automobile liability insurance to the Partnership. These expenses
totaled $1,502 in 2002, $1,348 in 2001 and $1,155 in 2000.

      Subsequent to the Columbia Propane acquisition, the Partnership purchases
propane on behalf of Atlantic Energy. Atlantic Energy reimburses AmeriGas OLP
for its purchases plus interest as Atlantic Energy sells such propane to third
parties or to the Partnership itself. The total dollar value of propane
purchased on behalf of Atlantic Energy was $11,370 and $1,875 in 2002 and 2001,
respectively. Purchases of propane by AmeriGas OLP from Atlantic Energy during
2002 and 2001 totaled $12,131 and $1,132, respectively.

      AmeriGas OLP also provides other services to Atlantic Energy including
accounting, insurance and other administrative services and is reimbursed for
the related costs. Such costs were not material during 2002 or 2001. In
addition, AmeriGas OLP enters into product cost hedging contracts on behalf of
Atlantic Energy. When these contracts are settled, AmeriGas OLP is reimbursed
the cost of any losses, or distributes the proceeds of any gains, to Atlantic
Energy.

      Amounts due from Atlantic Energy at September 30, 2002 and 2001 totaled
$5,243 and $2,867, respectively, which amounts are included in accounts
receivable - related parties in the Consolidated Balance Sheets.

                                       23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except per unit amounts)

NOTE 13 - OTHER CURRENT LIABILITIES

Other current liabilities comprise the following at September 30:

                                                                2002        2001
- --------------------------------------------------------------------------------
                                                                   
Self-insured property and casualty liability                 $11,658     $ 8,516
Taxes other than income taxes                                  5,344       6,922
Fair value of derivative instruments                           3,330      12,958
Propane exchange liability                                     4,627       8,131
Deferred tank fee revenue                                      6,755       6,153
Other                                                          8,759       9,289
- --------------------------------------------------------------------------------
Total other current liabilities                              $40,473     $51,969
================================================================================

NOTE 14 - FINANCIAL INSTRUMENTS

In accordance with its propane price risk management policy, the Partnership
uses derivative instruments, including price swap and option contracts and
contracts for the forward sale of propane, to manage the cost of a portion of
its forecasted purchases of propane and to manage market risk associated with
propane storage inventories. These derivative instruments have been designated
by the Partnership as cash flow or fair value hedges under SFAS 133. The fair
values of these derivative instruments are affected by changes in propane
product prices. In addition to these derivative instruments, the Partnership may
also enter into contracts for the forward purchase of propane as well as fixed
price supply agreements to manage propane market price risk. These contracts
generally qualify for the normal purchases and normal sales exception of SFAS
133 and therefore are not adjusted to fair value.

      We use fixed-rate long-term debt as a source of capital. When these
long-term debt issues mature, we often refinance them with fixed-rate debt
bearing then-existing market interest rates. On occasion, we enter into interest
rate protection agreements ("IRPAs") to reduce market interest rate risk
associated with these forecasted debt issuances. We designate these IRPAs as
cash flow hedges. Gains or losses on IRPAs are included in other comprehensive
income and are reclassified to interest expense as the interest expense on the
associated debt issue affects earnings.

      During the years ended September 30, 2002 and 2001, the net loss
recognized in earnings representing cash flow hedge ineffectiveness was $2,123
and $326, respectively. Gains and losses included in accumulated other
comprehensive income at September 30, 2002 relating to cash flow hedges will be
reclassified into (1) cost of sales when the forecasted purchase of propane
subject to the hedges impacts net income and (2) interest expense when interest
on anticipated issuances of fixed-rate long-term debt is reflected in net
income. Included in accumulated other comprehensive income at September 30, 2002
are net losses of approximately $3,014 from IRPAs associated with forecasted
issuances of ten-year debt generally anticipated to occur during the next two
years. The amount of net loss which is expected to be reclassified into net
income during the next twelve months is not material. The remaining net gain on
derivative instruments included in accumulated other comprehensive income at
September 30, 2002 of $9,660 is principally associated with future purchases of
propane generally anticipated to occur during the next twelve months. The actual
amount of gains or losses on unsettled derivative instruments that ultimately is
reclassified into net income will depend upon the value of such derivative
contracts when settled. The fair value of derivative instruments is included in
other current assets, other current liabilities and other noncurrent liabilities
in the Consolidated Balance Sheets.

      The carrying amounts of financial instruments included in current assets
and current liabilities (excluding unsettled derivative instruments and current
maturities of long-term debt) approximate their fair values because of their
short-term nature. The carrying amounts and estimated fair values of our
remaining financial instruments (including unsettled derivative instruments) at
September 30 are as follows:

                                                      Carrying        Estimated
                                                        Amount       Fair Value
================================================================================
                                                               
2002:
   Propane swap and option contracts                $    9,771       $    9,771
   Interest rate protection agreements                  (2,758)          (2,758)
   Long-term debt                                      945,784          982,869
2001:
   Propane swap, option and forward
      sales contracts                               $  (10,529)      $  (10,529)
   Interest rate protection agreements                  (3,029)          (3,029)
   Long-term debt                                    1,005,904        1,081,698
================================================================================

      We estimate the fair value of long-term debt by using current market
prices and by discounting future cash flows using rates available for similar
type debt. Fair values of derivative instruments reflect the estimated amounts
that we would receive or (pay) to terminate the contracts at the reporting date
based upon quoted market prices of comparable contracts.

      We have financial instruments such as short-term investments and trade
accounts receivable which could expose us to concentrations of credit risk. We
limit our credit risk from short-term investments by investing only in
investment-grade commercial paper and U.S. Government securities. The credit
risk from trade accounts receivable is limited because we have a large customer
base which extends across many different U.S. markets. We attempt to minimize
our credit risk associated with our derivative financial instruments through the
application of credit policies.

NOTE 15 - OTHER INCOME, NET

Other income, net, comprises the following:

                                                 2002         2001         2000
================================================================================
                                                               
Gain on sales of fixed assets                 $(1,719)     $(2,413)     $(3,577)
Finance charges                                (2,169)      (2,435)      (1,889)
Derivative loss                                 2,123          326            -
Other                                          (1,598)      (1,632)      (3,067)
- --------------------------------------------------------------------------------
Total other income, net                       $(3,363)     $(6,154)     $(8,533)
================================================================================

                                       24

                                      AmeriGas Partners, L.P. 2002 Annual Report

NOTE 16 - QUARTERLY DATA (UNAUDITED)

The following unaudited quarterly data includes all adjustments (consisting only
of normal recurring adjustments) which we consider necessary for a fair
presentation. Our quarterly results fluctuate because of the seasonal nature of
our propane business.

                                 December 31,                March 31,                  June 30,                September 30,
                                2001          2000         2002          2001         2002          2001         2002          2001
====================================================================================================================================
                                                                                                  
Revenues                   $ 371,385     $ 432,468    $ 460,122     $ 557,452    $ 254,469     $ 219,164    $ 221,904     $ 209,280
Operating income (loss)    $  41,980     $  56,841    $ 104,644     $  94,680    $  11,769     $  (5,707)   $ (13,853)    $ (12,024)
Income (loss) before
 changes in accounting     $  18,397     $  36,400    $  81,989     $  74,497    $  (9,945)    $ (24,346)   $ (35,075)    $ (33,536)
Changes in accounting            --         12,494           --            --           --            --           --            --
- ------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)          $  18,397     $  48,894    $  81,989     $  74,497    $  (9,945)    $ (24,346)   $ (35,075)    $ (33,536)
- ------------------------------------------------------------------------------------------------------------------------------------

Net income (loss) per
 limited partner
 unit - basic and
 diluted:
  Income (loss) before
   accounting changes      $    0.38     $    0.82    $    1.64     $   1.67     $  (0.20)     $   (0.54)   $  (0.70)    $    (0.73)
  Cumulative effect of
   accounting changes             --          0.28           --           --           --             --          --             --
- ------------------------------------------------------------------------------------------------------------------------------------
 Net income (loss) per
  unit                     $    0.38     $    1.10    $    1.64     $   1.67     $  (0.20)     $   (0.54)   $  (0.70)    $    (0.73)
====================================================================================================================================

NOTE 17 - SUBSEQUENT EVENT - CONVERSION OF SUBORDINATED UNITS

Pursuant to the Partnership Agreement, the 9,891,072 Subordinated Units
outstanding as of September 30, 2002, all of which are held by the General
Partner, were eligible to convert to Common Units on the first day after the
record date for any quarter ending on or after March 31, 2000 in respect of
which:

      1.    distributions of Available Cash from Operating Surplus (as defined
            in the Partnership Agreement) equal or exceed the MQD on each of the
            outstanding Common and Subordinated units for each of the four
            consecutive nonoverlapping four-quarter periods immediately
            preceding such date,

      2.    the Adjusted Operating Surplus (as defined in the Partnership
            Agreement) generated during both (i) each of the two immediately
            preceding nonoverlapping four-quarter periods and (ii) the
            immediately preceding sixteen-quarter period, equals or exceeds the
            MQD on each of the Common and Subordinated units outstanding during
            those periods, and

      3.    there are no arrearages on the Common Units.

      In December 2002, the General Partner determined that the cash-based
performance and distribution requirements had been met in respect of the quarter
ended September 30, 2002. As a result, the remaining 9,891,072 Subordinated
Units were converted to Common Units effective November 18, 2002. The conversion
of the Subordinated Units did not result in an increase in the number of
AmeriGas Partners limited partner units outstanding.

                                       25

                                      AmeriGas Partners, L.P. 2002 Annual Report

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS OF AMERIGAS PARTNERS, L.P. AND THE
BOARD OF DIRECTORS OF AMERIGAS PROPANE, INC.:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, partners' capital and cash flows present
fairly, in all material respects, the financial position of AmeriGas Partners,
L.P. and its subsidiaries at September 30, 2002 and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of AmeriGas Propane, Inc.; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. The consolidated financial statements of
AmeriGas Partners, L.P. and its subsidiaries as of September 30, 2001, and for
each of the two years in the period ended September 30, 2001, were audited by
other independent accountants who have ceased operations. Those independent
accountants expressed an unqualified opinion on those financial statements in
their report dated November 16, 2001.

      As discussed in Note 2 to the consolidated financial statements, the
Partnership adopted Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets, in fiscal 2002.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
November 15, 2002,
   except for Note 17 as to which
   the date is December 16, 2002.

________________________________________________________________________________
  THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF ARTHUR
         ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE PARTNERS OF AMERIGAS PARTNERS, L.P. AND THE
BOARD OF DIRECTORS OF AMERIGAS PROPANE, INC.:

We have audited the accompanying consolidated balance sheets of AmeriGas
Partners, L.P. and subsidiaries as of September 30, 2001 and 2000, and the
related consolidated statements of operations, partners' capital and cash flows
for each of the three years in the period ended September 30, 2001. These
financial statements are the responsibility of the management of AmeriGas
Propane, Inc. Our responsibility is to express an opinion on these financial
statements based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
AmeriGas Partners, L.P. and subsidiaries as of September 30, 2001 and 2000, and
the results of their operations and their cash flows for each of the three years
in the period ended September 30, 2001, in conformity with accounting principles
generally accepted in the United States.

      As explained in Notes 2 and 4 to the financial statements, effective
October 1, 2000, the Partnership changed its methods of accounting for tank
installation costs and nonrefundable tank fees and also adopted the provisions
of SFAS No. 133.

/s/ Arthur Andersen LLP

Philadelphia, Pennsylvania
November 16, 2001

                                       26

                                      AmeriGas Partners, L.P. 2002 Annual Report

GENERAL PARTNER'S REPORT

The Partnership's consolidated financial statements and other financial
information contained in this Annual Report are prepared by the management of
the General Partner, AmeriGas Propane, Inc., which is responsible for their
fairness, integrity and objectivity. The consolidated financial statements and
related information were prepared in accordance with accounting principles
generally accepted in the United States of America and include amounts that are
based on management's best judgments and estimates.

      The General Partner maintains a system of internal controls. Management of
the General Partner believes the system provides reasonable, but not absolute,
assurance that assets are safeguarded and that transactions are executed in
accordance with management's authorization and are properly recorded to permit
the preparation of reliable financial information. There are limits in all
systems of internal control, based on the recognition that the cost of the
system should not exceed the benefits to be derived. We believe that the
internal control system is cost effective and provides reasonable assurance that
material errors or irregularities will be prevented or detected within a timely
period. The internal control system and compliance therewith are monitored by
UGI Corporation's internal audit staff.

      The Audit Committee of the Board of Directors of the General Partner is
composed of three members, none of whom is an employee of the General Partner.
This Committee is responsible for overseeing the financial reporting process and
the adequacy of controls, and for monitoring the independence of the
Partnership's independent accountants and the performance of the independent
accountants and internal audit staff. The Committee recommends to the Board of
Directors the engagement of the independent accountants to conduct the annual
audit of the Partnership's consolidated financial statements. The Committee is
also responsible for maintaining direct channels of communication between the
Board of Directors and both the independent accountants and internal auditors.

      The independent accountants, who are appointed by the Board of Directors
of the General Partner, perform certain procedures, including an evaluation of
internal controls to the extent required by auditing standards generally
accepted in the United States of America, in order to express an opinion on the
consolidated financial statements and to obtain reasonable assurance that such
financial statements are free of material misstatement.

/s/ Eugene V. N. Bissell

Eugene V. N. Bissell
Chief Executive Officer

/s/ Martha B. Lindsay

Martha B. Lindsay
Chief Financial Officer

/s/ Richard R. Eynon

Richard R. Eynon
Chief Accounting Officer

                                       27

                     AMERIGAS PARTNERS, L.P. SUBSIDIARY LIST

                                   EXHIBIT 21

Subsidiaries of AmeriGas Partners, L.P.                       Ownership         State
- --------------------------------------                        ---------         -----
                                                                         
AmeriGas Finance Corp.                                        100%              DE
AmeriGas Propane, L.P.                                        98.99%            DE
     AmeriGas Eagle Propane, L.P.                             99%               DE
          AmeriGas Eagle Parts & Service, Inc.                100%              PA
     AmeriGas Propane Parts & Service, Inc.                   100%              PA
     AmeriGas Eagle Propane, Inc.                             100%              DE
          AmeriGas Eagle Holdings, Inc.                       100%              DE
AmeriGas Eagle Finance Corp.                                  100%              DE
AP Eagle Finance Corp.                                        100%              DE

                                   EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 333-45902 and 333-83942) of AmeriGas Partners, L.P.
of our report dated November 15, 2002, except as to the conversion of
subordinated partnership units described in Note 17 which is as of December 16,
2002, relating to the financial statements and financial statement schedules,
and our reports relating to AmeriGas Finance Corp., AmeriGas Eagle Finance Corp.
and AP Eagle Finance Corp. dated November 15, 2002, which appear in this Form
10-K.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
December 23, 2002

                                                                      Exhibit 99

    CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
          RELATING TO A PERIODIC REPORT CONTAINING FINANCIAL STATEMENTS

      I, Eugene V. N. Bissell, Chief Executive Officer, and I, Martha B.
Lindsay, Chief Financial Officer, of each of AmeriGas Partners, L.P., a Delaware
limited partnership (the "Partnership"), AmeriGas Finance Corp. ("Finance
Corp."), AmeriGas Eagle Finance Corp. ("Eagle Finance Corp.") and AP Eagle
Finance Corp. ("AP Finance Corp.") collectively, (the "Company") hereby certify
that:

      (1)   The Company's periodic report on Form 10-K for the period ended
            September 30, 2002 (the "Form 10-K") fully complies with the
            requirements of Section 13(a) of the Securities Exchange Act of
            1934, as amended; and

      (2)   The information contained in the Form 10-K fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                      * * *

CHIEF EXECUTIVE OFFICER                         CHIEF FINANCIAL OFFICER

Eugene V. N. Bissell                            Martha B. Lindsay
- -----------------------------------             -------------------------------
Eugene V. N. Bissell                            Martha B. Lindsay

Date: December 20, 2002                         Date: December 20, 2002