1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission file number 1-13692
                       Commission file number 33-92734-01

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
           (Exact name of registrants as specified in their charters)

           Delaware                                              23-2787918
           Delaware                                              23-2800532
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

                    460 North Gulph Road, King of Prussia, PA
                    (Address of principal executive offices)
                                      19406
                                   (Zip Code)
                                 (610) 337-7000
              (Registrants' telephone number, including area code)

         Indicate by check mark whether the 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

         At July 31, 2000, the registrants had units and shares of common stock
outstanding as follows:

                  AmeriGas Partners, L.P. - 32,078,293 Common Units
                                             9,891,072 Subordinated Units
                  AmeriGas Finance Corp.  - 100 shares
   2
                             AMERIGAS PARTNERS, L.P.

                                TABLE OF CONTENTS

                                                                                        PAGES
                                                                                        -----
                                                                                    
  PART I  FINANCIAL INFORMATION

    Item 1.  Financial Statements

             AmeriGas Partners, L.P.

                Condensed Consolidated Balance Sheets as of June 30, 2000,
                  September 30, 1999 and June 30, 1999                                     1

                Condensed Consolidated Statements of Operations for the three,
                  nine and twelve months ended June 30, 2000 and 1999                      2

                Condensed Consolidated Statements of Cash Flows for the nine
                  and twelve months ended June 30, 2000 and 1999                           3

                Condensed Consolidated Statement of Partners' Capital for the
                  nine months ended June 30, 2000                                          4

                Notes to Condensed Consolidated Financial Statements                      5-7

             AmeriGas Finance Corp.

                Balance Sheets as of June 30, 2000 and September 30, 1999                  8

                Note to Balance Sheets                                                     9

    Item 2.  Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                    10-17

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk                   17

PART II  OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K                                             18

    Signatures                                                                            19

                                      -i-
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                             AMERIGAS PARTNERS, L.P.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                             (Thousands of dollars)

                                                                              June 30,         September 30,         June 30,
                                                                                2000               1999               1999
                                                                             ----------        -------------       ----------
                                                                                                          
ASSETS
Current assets:
     Cash and cash equivalents                                               $   17,330         $      390         $    8,078
     Accounts receivable (less allowance for doubtful accounts
         of  $7,195, $5,998, and $7,048, respectively)                           87,154             66,937             58,187
     Inventories                                                                 60,236             53,455             33,904
     Prepaid expenses and other current assets                                   13,349             19,787             13,715
                                                                             ----------         ----------         ----------
         Total current assets                                                   178,069            140,569            113,884

Property, plant and equipment (less accumulated depreciation and
     amortization of $267,104, $236,628, and $227,313, respectively)            442,777            435,545            438,493
Intangible assets (less accumulated amortization of $183,742,
     $165,676, and $159,597, respectively)                                      626,485            608,878            613,925
Other assets                                                                     11,944             11,469             11,902
                                                                             ----------         ----------         ----------
         Total assets                                                        $1,259,275         $1,196,461         $1,178,204
                                                                             ==========         ==========         ==========

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
     Current maturities of long-term debt                                    $   64,552         $   17,394         $   15,748
     Bank loans                                                                  25,000             22,000             20,000
     Accounts payable - trade                                                    54,054             48,730             29,320
     Accounts payable - related parties                                           2,402              2,151              2,037
     Other current liabilities                                                   68,038             97,632             67,962
                                                                             ----------         ----------         ----------
         Total current liabilities                                              214,046            187,907            135,067

Long-term debt                                                                  793,876            727,331            706,242
Other noncurrent liabilities                                                     37,127             43,802             46,665

Commitments and contingencies

Minority interest                                                                 3,174              3,380              3,939

Partners' capital                                                               211,052            234,041            286,291
                                                                             ----------         ----------         ----------
         Total liabilities and partners' capital                             $1,259,275         $1,196,461         $1,178,204
                                                                             ==========         ==========         ==========

See accompanying notes to consolidated financial statements.

                                      -1-
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                             AMERIGAS PARTNERS, L.P.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
                     (Thousands of dollars, except per unit)

                                           Three Months Ended              Nine Months Ended          Twelve Months Ended
                                                June 30,                       June 30,                     June 30,
                                        --------------------------    --------------------------    --------------------------
                                            2000           1999          2000           1999           2000           1999
                                        -----------    -----------    -----------    -----------    -----------    -----------
                                                                                                 
Revenues:
     Propane                            $   189,774    $   142,490    $   825,817    $   638,911    $   972,046    $   767,998
     Other                                   19,896         19,454         73,777         65,742         95,430         83,722
                                        -----------    -----------    -----------    -----------    -----------    -----------
                                            209,670        161,944        899,594        704,653      1,067,476        851,720
                                        -----------    -----------    -----------    -----------    -----------    -----------

Costs and expenses:
     Cost of sales - propane                111,109         62,986        461,759        276,870        538,952        334,599
     Cost of sales - other                    8,267          7,947         31,671         27,386         40,990         33,750
     Operating and administrative
          expenses                           77,866         78,306        259,402        250,636        338,401        329,587
     Depreciation and amortization           16,808         16,330         49,554         48,352         66,080         64,496
     Other income, net                       (1,375)        (1,373)        (4,752)        (3,377)        (6,767)          (646)
                                        -----------    -----------    -----------    -----------    -----------    -----------
                                            212,675        164,196        797,634        599,867        977,656        761,786
                                        -----------    -----------    -----------    -----------    -----------    -----------

Operating income (loss)                      (3,005)        (2,252)       101,960        104,786         89,820         89,934
Interest expense                            (18,749)       (16,618)       (54,764)       (49,691)       (71,658)       (65,832)
                                        -----------    -----------    -----------    -----------    -----------    -----------
Income (loss) before income taxes           (21,754)       (18,870)        47,196         55,095         18,162         24,102
Income tax benefit                              318            231            323            110            155             35
Minority interest                               190            162           (559)          (636)          (291)          (348)
                                        -----------    -----------    -----------    -----------    -----------    -----------
Net income (loss)                       $   (21,246)   $   (18,477)   $    46,960    $    54,569    $    18,026    $    23,789
                                        ===========    ===========    ===========    ===========    ===========    ===========

General partner's interest in
     net income (loss)                  $      (212)   $      (185)   $       470    $       546    $       180    $       238
                                        ===========    ===========    ===========    ===========    ===========    ===========

Limited partners' interest in
     net income (loss)                  $   (21,034)   $   (18,292)   $    46,490    $    54,023    $    17,846    $    23,551
                                        ===========    ===========    ===========    ===========    ===========    ===========

Income (loss) per limited
     partner unit - basic and diluted   $     (0.50)   $     (0.44)   $      1.11    $      1.29    $      0.43    $      0.56
                                        ===========    ===========    ===========    ===========    ===========    ===========

Average limited partner units
     outstanding (thousands)                 41,969         41,927         41,969         41,901         41,969         41,898
                                        ===========    ===========    ===========    ===========    ===========    ===========

See accompanying notes to consolidated financial statements.

                                      -2-
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                             AMERIGAS PARTNERS, L.P.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                             (Thousands of dollars)

                                                                   Nine Months Ended                Twelve Months Ended
                                                                        June 30,                         June 30,
                                                               -------------------------       -------------------------
                                                                 2000            1999            2000            1999
                                                               ---------       ---------       ---------       ---------
                                                                                                   
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
     Net income                                                $  46,960       $  54,569       $  18,026       $  23,789
     Adjustments to reconcile net income to net
         cash provided by operating activities:
            Depreciation and amortization                         49,554          48,352          66,080          64,496
            Other, net                                               (52)          2,644          (3,637)            779
                                                               ---------       ---------       ---------       ---------
                                                                  96,462         105,565          80,469          89,064
            Net change in:
                Accounts receivable                              (22,606)         (2,636)        (31,432)         (1,729)
                Inventories and prepaid propane purchases         (2,339)         16,385         (23,567)         21,534
                Accounts payable                                   5,575          (9,338)         25,099          (2,856)
                Other current assets and liabilities             (31,453)        (36,920)         (7,733)         (7,482)
                                                               ---------       ---------       ---------       ---------
         Net cash provided by operating activities                45,639          73,056          42,836          98,531
                                                               ---------       ---------       ---------       ---------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
     Expenditures for property, plant and equipment              (22,449)        (25,804)        (27,698)        (35,355)
     Proceeds from disposals of assets                             2,801           2,995           5,511           4,887
     Acquisitions of businesses, net of cash acquired            (55,914)         (3,242)        (56,570)         (4,447)
                                                               ---------       ---------       ---------       ---------
         Net cash used by investing activities                   (75,562)        (26,051)        (78,757)        (34,915)
                                                               ---------       ---------       ---------       ---------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
     Distributions                                               (69,949)        (69,814)        (93,265)        (93,086)
     Minority interest activity                                     (765)           (746)         (1,055)         (1,034)
     Increase in bank loans                                        3,000          10,000           5,000           9,000
     Issuance of long-term debt                                  196,000          75,770         216,237          85,770
     Repayment of long-term debt                                 (81,423)        (63,026)        (81,744)        (63,666)
     Capital contribution from General Partner                      --                16            --                16
                                                               ---------       ---------       ---------       ---------
         Net cash provided (used) by financing activities         46,863         (47,800)         45,173         (63,000)
                                                               ---------       ---------       ---------       ---------

Cash and cash equivalents increase (decrease)                  $  16,940       $    (795)      $   9,252       $     616
                                                               =========       =========       =========       =========

CASH  AND  CASH  EQUIVALENTS:
     End of period                                             $  17,330       $   8,078       $  17,330       $   8,078
     Beginning of period                                             390           8,873           8,078           7,462
                                                               ---------       ---------       ---------       ---------
         Increase (decrease)                                   $  16,940       $    (795)      $   9,252       $     616
                                                               =========       =========       =========       =========

See accompanying notes to consolidated financial statements.

                                      -3-
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                             AMERIGAS PARTNERS, L.P.

              CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                                   (unaudited)
                          (Thousands, except unit data)

                                     Number of units                                                        Total
                               -------------------------                                     General       partners'
                                  Common    Subordinated       Common       Subordinated     partner       capital
                               -----------  ------------   ------------    -------------   -----------    -----------
                                                                                        
BALANCE SEPTEMBER 30, 1999     32,078,293    9,891,072     $   177,947     $    53,756     $     2,338    $   234,041

     Net income                                                 35,534          10,956             470         46,960

     Distributions                                             (52,930)        (16,320)           (699)       (69,949)
                              -----------  -----------     -----------     -----------     -----------    -----------
BALANCE JUNE 30, 2000          32,078,293    9,891,072     $   160,551     $    48,392     $     2,109    $   211,052
                              ===========  ===========     ===========     ===========     ===========    ===========

See accompanying notes to consolidated financial statements.

                                      -4-
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                             AMERIGAS PARTNERS, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                     (Thousands of dollars, except per unit)

1.       BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
         AmeriGas Partners, L.P. ("AmeriGas Partners"), its subsidiary AmeriGas
         Propane, L.P. (the "Operating Partnership"), and their corporate
         subsidiaries, together referred to in this report as "the Partnership"
         or "we." We eliminate all significant intercompany accounts and
         transactions when we consolidate. We account for AmeriGas Propane,
         Inc.'s (the "General Partner's") 1.01% interest in the Operating
         Partnership as a minority interest in the condensed consolidated
         financial statements. Certain prior-period balances have been
         reclassified to conform with the current period presentation.

         The accompanying condensed consolidated financial statements are
         unaudited and have been prepared in accordance with the rules and
         regulations of the U.S. Securities and Exchange Commission. They
         include all adjustments which we consider necessary for a fair
         statement of the results for the interim periods presented. Such
         adjustments consisted only of normal recurring items unless otherwise
         disclosed. These financial statements should be read in conjunction
         with the financial statements and related notes included in our Annual
         Report on Form 10-K for the year ended September 30, 1999. Weather
         significantly impacts demand for propane and profitability because many
         customers use propane for heating purposes. Due to the seasonal nature
         of the Partnership's propane business, the results of operations for
         interim periods are not necessarily indicative of the results to be
         expected for a full year. The Partnership's comprehensive income as
         determined under Statement of Financial Accounting Standards ("SFAS")
         No. 130, "Reporting Comprehensive Income," was the same as its net
         income for all periods presented.

2.       RELATED PARTY TRANSACTIONS

         In accordance with the Amended and Restated Agreement of Limited
         Partnership of AmeriGas Partners, the General Partner is entitled to
         reimbursement of all direct and indirect expenses incurred or payments
         it makes on behalf of the Partnership, and all other necessary or
         appropriate expenses allocable to the Partnership or otherwise
         reasonably incurred by the General Partner in connection with the
         Partnership's business. These costs totaled $43,080, $147,326 and
         $191,764 during the three, nine and twelve months ended June 30, 2000,
         respectively, and $43,721, $144,674 and $188,787 during the three, nine
         and twelve months ended June 30, 1999, respectively. In addition, UGI
         Corporation ("UGI") provides certain financial and administrative
         services to the General Partner. UGI

                                      -5-
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                             AMERIGAS PARTNERS, L.P.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (unaudited)
                     (Thousands of dollars, except per unit)

         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 $924, $2,831 and $4,189
         during the three, nine and twelve months ended June 30, 2000,
         respectively, and $1,371, $4,138 and $5,797 during the three, nine and
         twelve months ended June 30, 1999, respectively.

3.       COMMITMENTS AND CONTINGENCIES

         The Partnership has succeeded to certain lease guarantee obligations of
         Petrolane Incorporated ("Petrolane"), a predecessor company of the
         Partnership, relating to Petrolane's divestiture of nonpropane
         operations before its 1989 acquisition by QFB Partners. Future lease
         payments under these leases total approximately $35,000 at June 30,
         2000. 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. To date, Texas Eastern has directly satisfied defaulted
         lease obligations without the Partnership's having to honor its
         guarantee.

         In addition, the Partnership has succeeded to Petrolane's agreement to
         indemnify Shell Petroleum N.V. ("Shell") for various scheduled claims,
         including claims related to antitrust actions, that were pending
         against Tropigas de Puerto Rico ("Tropigas"). Petrolane had entered
         into this indemnification agreement in conjunction with its sale of the
         international operations of Tropigas to Shell in 1989. The Partnership
         also succeeded to Petrolane's right to seek indemnity on these claims
         first from International Controls Corp., which sold Tropigas to
         Petrolane, and then from Texas Eastern. To date, neither the
         Partnership nor Petrolane has paid any sums under this indemnity. In
         1999, a case brought by an unsuccessful entrant into the Puerto Rican
         propane market was dismissed by the Supreme Court of Puerto Rico for
         lack of subject matter jurisdiction, with the Court concluding that the
         Public Service Commission of Puerto Rico has exclusive jurisdiction
         over the matter. In the only pending litigation, the Supreme Court of
         Puerto Rico denied the motion of the defendants to dismiss, remanding
         the matter to the trial court for proceedings consistent with its
         ruling. In this case the plaintiff seeks treble damages in excess of
         $11,700.

         We believe the probability that we will be required to directly satisfy
         the above-described lease obligations and the remaining claim subject
         to the indemnification agreements is remote.

                                      -6-
   9
                             AMERIGAS PARTNERS, L.P.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (unaudited)
                     (Thousands of dollars, except per unit)

         In addition to these matters, there are other 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. However, such damages or settlements 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.

                                      -7-
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                             AMERIGAS FINANCE CORP.
             (a wholly owned subsidiary of AmeriGas Partners, L.P.)

                                 BALANCE SHEETS
                                   (unaudited)

                                                                   June 30,     September 30,
                                                                     2000           1999
                                                                   --------     -----------
                                                                         
ASSETS
      Cash                                                         $1,000         $1,000
                                                                   ------         ------
           Total assets                                            $1,000         $1,000
                                                                   ======         ======
STOCKHOLDER'S  EQUITY
      Common stock, $.01 par value; 100 shares authorized,
           issued and outstanding                                  $    1         $    1
      Additional paid-in capital                                      999            999
                                                                   ------         ------
           Total stockholder's equity                              $1,000         $1,000
                                                                   ======         ======

See accompanying note to consolidated financial statements.

                                      -8-
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                             AMERIGAS FINANCE CORP.
             (A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)

                             NOTE TO BALANCE SHEETS

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 issued $100,000,000 face value of 10.125%
Senior Notes due April 2007. AmeriGas Finance serves as a co-obligor of these
notes.

AmeriGas Partners owns all 100 shares of AmeriGas Finance Common Stock
outstanding.

                                      -9-
   12

                            AMERIGAS PARTNERS, L.P.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

                        ANALYSIS OF RESULTS OF OPERATIONS

The following analyses compare the Partnership's results of operations for (1)
the three months ended June 30, 2000 ("2000 three-month period") with the three
months ended June 30, 1999 ("1999 three-month period"); (2) the nine months
ended June 30, 2000 ("2000 nine-month period") with the nine months ended June
30, 1999 ("1999 nine-month period"); and (3) the twelve months ended June 30,
2000 ("2000 twelve-month period") with the twelve months ended June 30, 1999
("1999 twelve-month period"). AmeriGas Finance Corp. has nominal assets and does
not conduct any operations. Accordingly, a discussion of the results of
operations and financial condition and liquidity of AmeriGas Finance Corp. is
not presented.

2000 THREE-MONTH PERIOD COMPARED WITH 1999 THREE-MONTH PERIOD

                                                                                        Increase
Three Months Ended June 30,                2000                1999                    (Decrease)
- ---------------------------------       ----------          ---------           --------------------------
(Millions of dollars)
                                                                                       
Gallons sold (millions):
      Retail                                135.4              140.5               (5.1)           (3.6)%
      Wholesale                              58.5               32.2               26.3            81.7 %
                                          -------            -------            -------
                                            193.9              172.7               21.2            12.3 %
                                          =======            =======            =======

Revenues:
      Retail propane                      $ 156.9            $ 129.8            $  27.1            20.9 %
      Wholesale propane                      32.9               12.6               20.3           161.1 %
      Other                                  19.9               19.5                0.4             0.2 %
                                          -------            -------            -------
                                          $ 209.7            $ 161.9            $  47.8            29.5 %
                                          =======            =======            =======

Total margin                              $  90.3            $  91.0            $  (0.7)           (0.8)%
EBITDA (a)                                $  13.8            $  14.1            $  (0.3)           (2.1)%
Operating loss                            $  (3.0)           $  (2.3)           $   0.7            30.4 %
Heating degree days - % warmer
   than normal (b)                            9.0                3.8               --                --

(a)      EBITDA (earnings before interest expense, income taxes, depreciation
         and amortization) 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 generally accepted accounting principles.

(b)      Based upon national weather statistics provided by the National Oceanic
         and Atmospheric Administration ("NOAA") for 335 airports in the
         continental U.S.

                                      -10-
   13
                            AMERIGAS PARTNERS, L.P.

Weather during the 2000 three-month period was 9.0% warmer than normal and 5.4%
warmer than last year. Temperatures in the Partnership's mountain and western
regions, which typically comprise a substantial portion of heating-related
volume in the spring season, were significantly warmer than normal. The warmer
temperatures and price-induced deferrals of purchases by customers resulted in a
5.1 million gallon decrease in retail volumes sold. Wholesale volumes of propane
sold increased 26.3 million gallons reflecting higher sales associated with
product cost management activities.

Total revenues from retail propane sales increased $27.1 million during the 2000
three-month period reflecting a $31.8 million increase as a result of higher
average selling prices partially offset by the impact of the lower retail
gallons sold. Wholesale propane revenues increased $20.3 million due about
equally to the higher volumes sold and higher average selling prices. The
increase in retail and wholesale selling prices resulted from higher propane
product costs. Cost of sales in the 2000 three-month period increased $48.4
million as a result of the higher propane product costs and the increase in
wholesale volumes.

Total margin for the 2000 three-month period was $0.7 million (0.8%) lower than
the prior-year period as the impact of lower retail volumes sold to residential
and commercial customers was offset by slightly higher average unit margins and
greater total margin from PPX Prefilled Propane Xchange(R) ("PPX(R)").

EBITDA for the 2000 three-month period was $0.3 million (2.1%) lower than the
prior-year period as the slightly lower total margin was offset by slightly
lower total operating expenses. Operating expenses of the Partnership were $77.9
million in the 2000 three-month period compared to $78.3 million in the prior
- -year period. Operating expenses in the 2000 three-month period are net of $3.3
million of income from adjustments to employee compensation and benefit accruals
recorded earlier in the fiscal year. Excluding the impact of these adjustments,
operating expenses were higher reflecting expenses associated with recent
business acquisitions, higher vehicle fuel expenses, and expenses associated
with new business initiatives, primarily PPX(R). Operating income declined $0.7
million reflecting higher depreciation and amortization expense.

                                      -11-
   14
                            AMERIGAS PARTNERS, L.P.

2000 NINE-MONTH PERIOD COMPARED WITH 1999 NINE-MONTH PERIOD

                                                                      Increase
Nine Months Ended June 30,               2000           1999         (Decrease)
- ---------------------------------     ----------     ---------    --------------------
(Millions of dollars)
                                                                     
Gallons sold (millions):
     Retail                               635.9         646.0        (10.1)      (1.6)%
     Wholesale                            201.8         147.1         54.7       37.2%
                                       --------      --------     --------
                                          837.7         793.1         44.6        5.6%
                                       ========      ========     ========

Revenues:
     Retail propane                    $  710.8      $  583.0     $  127.8       21.9%
     Wholesale propane                    115.0          56.0         59.0      105.4%
     Other                                 73.8          65.7          8.1       12.3%
                                       --------      --------     --------
                                       $  899.6      $  704.7     $  194.9       27.7%
                                       ========      ========     ========

Total margin                           $  406.2      $  400.4     $    5.8        1.4%
EBITDA                                 $  151.5      $  153.1     $   (1.6)      (1.0)%
Operating income                       $  102.0      $  104.8     $   (2.8)      (2.7)%
Heating degree days - % warmer
   than normal                             14.1           9.6          --         --

Temperatures based upon heating degree days were 14.1% warmer than normal in the
2000 nine-month period and 4% warmer than the prior-year period. Retail propane
volumes sold declined 10.1 million gallons as a result of the warmer weather's
effect on heating-related sales partially offset by increased non-heating
related PPX(R) and motor fuel sales. Wholesale volumes increased 54.7 million
gallons as a result of higher wholesale sales associated with product cost
management activities.

Total retail propane revenues increased $127.8 million reflecting a $136.9
million increase from higher average selling prices partially offset by a $9.1
million decrease from the lower retail volumes sold. Wholesale propane revenues
increased $59.0 million reflecting a $38.2 million increase from higher
wholesale prices and $20.8 million from the higher wholesale volumes sold. As
previously mentioned, the higher propane selling prices reflect significantly
higher propane product costs during the 2000 nine-month period. Other revenues
increased $8.1 million reflecting, in part, higher customer fees and hauling,
tank rent, and PPX(R) cylinder sales revenue. Cost of sales in the 2000
nine-month period increased $189.2 million as a result of the higher propane
product costs and the greater wholesale volumes sold.

Notwithstanding the lower retail volumes in the 2000 nine-month period, total
margin increased $5.8 million principally as a result of (1) greater volumes
sold to higher margin PPX(R) customers, (2) slightly higher average unit
margins, and (3) an increase in margin from customer fees, tank rent and
ancillary sales and services.

                                      -12-
   15
                            AMERIGAS PARTNERS, L.P.

EBITDA declined $1.6 million, notwithstanding the slightly higher total margin,
reflecting higher operating and administrative expenses in the 2000 nine-month
period. Operating and administrative expenses of the Partnership were $259.4
million in the 2000 nine-month period compared to $250.6 million in the
prior-year period. The increase in operating expenses includes (1) higher
vehicle fuel costs and (2) higher expenses associated with the expansion of
PPX(R) and other new business and acquisition activities. Operating income
decreased $2.8 million in the 2000 nine-month period reflecting the decline in
EBITDA and slightly higher charges for depreciation and amortization.

                                      -13-
   16
                            AMERIGAS PARTNERS, L.P.

2000 TWELVE-MONTH PERIOD COMPARED WITH 1999 TWELVE-MONTH PERIOD

                                                                                  Increase
Twelve Months Ended June 30,              2000                1999               (Decrease)
- -----------------------------           ---------       -----------        -----------------------
(Millions of dollars)
                                                                                
Gallons sold (millions):
     Retail                                 773.1             781.1            (8.0)        (1.0)%
     Wholesale                              245.3             179.5            65.8         36.7%
                                        ---------             -----            ----
                                          1,018.4             960.6            57.8          6.0%
                                          =======             =====            ====

Revenues:
     Retail propane                     $   837.6       $     700.3        $  137.3         19.6%
     Wholesale propane                      134.5              67.7            66.8         98.7%
     Other                                   95.4              83.7            11.7         14.0%
                                        ---------       -----------        --------
                                        $ 1,067.5       $     851.7        $  215.8         25.3%
                                        =========       ===========        ========

Total margin                            $   487.5       $     483.4        $    4.1          0.8%
EBITDA                                  $   155.9       $     154.4        $    1.5          1.0%
Operating income                        $    89.8       $      89.9        $   (0.1)        (0.1)%
Heating degree days - % warmer
   than normal                               13.8              11.2             -            -

Temperatures based upon heating degree days were 13.8% warmer than normal in the
2000 twelve-month period and 2.6% warmer than the 1999 twelve-month period.
Retail propane gallons sold were 8.0 million gallons lower as reductions in
heating-related sales were partially offset by higher motor fuel and PPX(R)
sales. Wholesale volumes of propane sold increased 65.8 million gallons to 245.3
million gallons reflecting an increase in sales associated with propane product
cost management activities.

Total retail propane revenues increased $137.3 million due to higher average
retail propane selling prices. Wholesale propane revenue increased $66.8 million
reflecting (1) a $41.9 million increase as a result of higher prices and (2) a
$24.9 million increase as a result of higher wholesale volumes. Other revenues
increased $11.7 million reflecting higher customer fees and higher hauling, tank
rent, and ancillary sales and service revenue. Cost of sales increased $211.6
million as a result of higher propane product costs.

Total margin increased $4.1 million in the 2000 twelve-month period due to (1)
higher total margin from our expanding PPX(R) cylinder exchange business, (2)
slightly higher average unit margins, and (3) an increase in margin from
customer fees, tank rent and ancillary sales and services.

                                      -14-
   17
                            AMERIGAS PARTNERS, L.P.

EBITDA was $1.5 million higher in the 2000 twelve-month period as the increase
in total margin and a $6.1 million increase in other income was partially offset
by higher operating and administrative expenses. Other income in the 1999
twelve-month period is net of a $4.0 million loss from interest rate protection
agreements. Other income in the 2000 twelve-month period includes, among other
things, higher gains from asset sales and greater finance charge income.
Operating expenses of the Partnership were $338.4 million in the 2000
twelve-month period compared with $329.6 million in the prior-year period. The
increase in operating and administrative expenses includes higher vehicle fuel
and repairs and maintenance expenses and expenses associated with new business
activities. Operating income declined $0.1 million, despite the increase in
EBITDA, reflecting a $1.6 million increase in depreciation and amortization
expense.

                        FINANCIAL CONDITION AND LIQUIDITY

FINANCIAL CONDITION

The Partnership's debt outstanding at June 30, 2000 totaled $883.4 million
comprising $858.4 million of long-term debt (including current maturities of
$64.6 million) and $25.0 million under its Revolving Credit Facility. During the
nine months ended June 30, 2000, the Operating Partnership borrowed a total of
$116 million under its Acquisition Facility and made Acquisition Facility
repayments of $69.0 million. These repayments were funded through the Operating
Partnership's issuance of $80 million of ten-year, Series E First Mortgage Notes
at an effective interest rate of 8.47%. At June 30, 2000, there was $70 million
outstanding under the Acquisition Facility. In June 2000, the Operating
Partnership's Bank Credit Agreement was amended to, among other things, extend
the Acquisition Facility termination date to September 15, 2002.
Then-outstanding borrowings under the Acquisition Facility will be due in their
entirety on such date.

During the nine months ended June 30, 2000, the Partnership declared and paid
the minimum quarterly distribution of $0.55 (the "MQD") on all units for the
quarters ended September 30, 1999, December 31, 1999, and March 31, 2000. The
MQD for the quarter ended June 30, 2000 will be paid on August 18, 2000 to
holders of record on August 10, 2000 of all Common and Subordinated units. The
ability of the Partnership to declare and 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 growing operating capacity), (3) changes in operating
working capital, and (4) the Partnership's ability to borrow and refinance debt.
Some of these factors are affected by conditions beyond our control including
weather, competition in markets we serve, and the cost of propane.

                                      -15-
   18
                            AMERIGAS PARTNERS, L.P.

The 9,891,072 Subordinated Units of the Partnership which are held by the
General Partner are 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 historical cash-based performance and distribution requirements
are met. The ability of the Partnership to attain the cash-based performance and
distribution requirements depends upon a number of factors including highly
seasonal operating results, changes in working capital, asset sales and debt
refinancings. Due to significantly warmer than normal weather and the impact of
higher propane product costs on working capital, the Partnership did not achieve
the cash-based performance requirements in respect of the quarters ended March
31, 2000 and June 30, 2000. Due to the historical "look-back" provisions of the
conversion test, the possibility is remote that the Partnership will satisfy the
cash-based performance requirements for conversion any earlier than in respect
of the quarter ending March 31, 2002.

CASH FLOWS

Due to the seasonal nature of the propane business, cash flows from operating
activities are generally strongest during the second and third fiscal quarters
when customers pay for propane purchased during the heating season and are
typically at their lowest levels during the first and fourth fiscal quarters.
Accordingly, cash flows from operations during the nine months ended June 30,
2000 are not necessarily indicative of cash flows to be expected for a full
year.

OPERATING ACTIVITIES. Cash provided by operating activities was $45.6 million
during the nine months ended June 30, 2000 compared with $73.1 million during
the prior-year nine-month period. Changes in operating working capital used
$50.8 million of cash in the 2000 nine-month period compared to $32.5 million in
the 1999 period reflecting the impact of higher propane product costs on
accounts receivable and inventories. Operating cash flow before changes in
working capital was $96.5 million in the 2000 nine-month period compared to
$105.6 million in the prior year principally reflecting the lower 2000
nine-month period results.

INVESTING ACTIVITIES. We spent $22.4 million for property, plant and equipment
(including maintenance capital expenditures of $7.9 million) during the 2000
nine-month period compared with $25.8 million (including maintenance capital
expenditures of $7.5 million) in the prior-year period. Acquisitions of propane
businesses used $55.9 million of cash in the nine months ended June 30, 2000
compared to $3.2 million in the prior-year period. These acquisitions were
funded principally through Acquisition Facility borrowings.

FINANCING ACTIVITIES. During each of the nine-month periods ended June 30, 2000
and 1999, we declared and paid the MQD on all Common and Subordinated units and
the general partner interests. During the 2000 nine-month period, the Operating
Partnership borrowed $116 million under the Acquisition Facility and made
Acquisition Facility repayments totaling $69 million. Acquisition Facility
repayments were made with the proceeds from the issuance of ten-year, Series E
First Mortgage Notes. During the 2000 nine-month period, the Operating
Partnership had net borrowings of $3 million under its Revolving Credit Facility
compared with borrowings of $10 million during the prior-year nine-month period.

                                      -16-
   19
                           AMERIGAS PARTNERS, L.P.

ADOPTION OF NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133") SFAS No. 133, as amended by SFAS No. 137, is
required to be adopted by the Partnership for the first quarter of fiscal 2001.
The Partnership is currently assessing its impact on the Partnership's financial
position and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposures are market prices for propane and changes in
interest rates. In order to manage a portion of our propane market price risk,
we use contracts for the forward purchase of propane, propane fixed-price supply
agreements, and derivative commodity instruments such as price swap and option
contracts. On occasion, we also enter into wholesale product cost management
activities to reduce price risk associated with changes in the fair value of a
portion of our propane storage inventory.

The Partnership has interest rate exposure associated with borrowings under its
Bank Credit Agreement. The Bank Credit Agreement provides for interest rates on
borrowings which are indexed to the agent bank's reference rate or offshore
interbank borrowing rates. Based upon Bank Credit Agreement average borrowings
during the most recent fiscal year ended September 30, 1999, an increase in
interest rates of 100 basis points (1.0%) would increase annual interest expense
by approximately $0.6 million. On occasion we enter into interest rate
protection agreements to reduce interest rate risk associated with forecasted
issuances of debt.

At June 30, 2000, the impact on the fair value of market risk sensitive
instruments resulting from an adverse change in (1) the market price of propane
of 10 cents a gallon and (2) interest rates on ten-year U.S. treasury notes of
100 basis points would not be materially different than that reported in the
Partnership's 1999 Annual Report on Form 10-K. We expect that any losses from
market risk sensitive instruments used to manage propane price or interest rate
market risk would be substantially offset by gains on the associated underlying
transactions.

                                      -17-
   20
                            AMERIGAS PARTNERS, L.P.

                            PART II OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      List of Exhibits

                  10.1     First Amendment dated as of March 16, 2000 to Note
                           Agreement dated as of March 15, 1999

                  10.2     Fourth Amendment dated as of March 16, 2000 to Note
                           Agreement dated as of April 12, 1995

                  10.3     Third Amendment dated as of March 22, 2000 to
                           Amended & Restated Credit Agreement

                  10.4     Fourth Amendment dated as of June 6, 2000 to Amended
                           & Restated Credit Agreement

                  10.5     Note Agreement dated as of March 15, 2000 among
                           AmeriGas Propane L.P., AmeriGas Propane, Inc., and
                           certain institutional investors

                  10.6     UGI Corporation 2000 Stock Incentive Plan is
                           incorporated by reference to Exhibit 10.1 to UGI
                           Corporation Form 10-Q for the Quarter ended June 30,
                           2000

                  27.1     Financial Data Schedule of AmeriGas Partners, L.P.

                  27.2     Financial Data Schedule of AmeriGas Finance Corp.

         (b)      No Current Report on Form 8-K was filed by either AmeriGas
                  Partners, L.P. or AmeriGas Finance Corp. during the fiscal
                  quarter ended June 30, 2000

                                      -18-
   21
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.

                                                  AmeriGas Partners, L.P.
                                           ---------------------------------
                                                       (Registrant)
                                           By:      AmeriGas Propane, Inc.,
                                                   as General Partner

Date:  August 11, 2000                      By:  /s/ Martha B. Lindsay
- ----------------------                      --------------------------
                                            Martha B. Lindsay
                                            Vice President - Finance
                                            and Chief Financial Officer

                                             By: /s/ Richard R. Eynon
                                            --------------------------
                                            Richard R. Eynon
                                            Controller and Chief
                                            Accounting Officer

                                                 AmeriGas Finance Corp.
                                            ------------------------------
                                                      (Registrant)

Date:  August 11, 2000                      By:  /s/ Martha B. Lindsay
- ----------------------                      --------------------------
                                            Martha B. Lindsay
                                            Vice President - Finance
                                            and Chief Financial Officer

                                            By: /s/ Richard R. Eynon
                                            --------------------------
                                            Richard R. Eynon
                                            Controller and Chief
                                            Accounting Officer

                                      -19-
   22
                             AMERIGAS PARTNERS, L.P.

                                  EXHIBIT INDEX

10.1        First Amendment dated as of March 16, 2000 to Note Agreement dated
            as of March 15, 1999

10.2        Fourth Amendment dated as of March 16, 2000 to Note Agreement dated
            as of April 12, 1995

10.3        Third Amendment dated as of March 22, 2000 to Amended & Restated
            Credit Agreement

10.4        Fourth Amendment dated as of June 6, 2000 to Amended & Restated
            Credit Agreement

10.5        Note Agreement dated as of March 15, 2000 among AmeriGas Propane
            L.P., AmeriGas Propane, Inc. and certain institutional investors

27.1        Financial Data Schedule of AmeriGas Partners, L.P.

27.2        Financial Data Schedule of AmeriGas Finance Corp.

   1
                                                                    EXHIBIT 10.1

        FIRST AMENDMENT dated as of March 16, 2000 (the "First Amendment") to
the NOTE AGREEMENT dated as of March 15, 1999 (the "Agreement") by and among
AMERIGAS PROPANE, L.P., a Delaware limited partnership (the "Company"), AMERIGAS
PROPANE, INC., a Pennsylvania corporation formerly known as New AmeriGas
Propane, Inc. (the "General Partner"; the Company and the General Partner being
hereinafter collectively referred to as the "Obligors"), and each of the
noteholders listed in Schedule I to the Agreement as amended hereby (the
"Holders").

        WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows.

1.              Amendments to the Agreement. Effective as of the Effective Date
(as hereinafter defined), the Agreement is hereby amended as follows:

1.1             The definition of "Average Consolidated Pro Forma Debt Service"
contained in Section 13.1 is hereby amended and restated in its entirety to read
as follows:

        "Average Consolidated Pro Forma Debt Service": 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 Capital Lease obligations, (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   10.1(e) during
the most recent four consecutive calendar quarters.

1.2             The definition of "Consolidated Pro Forma Debt Service"
contained in Section 13.1 is hereby amended and restated in its entirety to read
as follows:

        "Consolidated Pro Forma Debt Service": 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

   2

of any other Indebtedness (a) including actual payments of Capital Lease
obligations, (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
10.1(e) during the most recent four consecutive calendar quarters.

2.              Conditions to Effectiveness of this First Amendment. This First
Amendment shall become effective only upon the satisfaction in full (or waiver
by the Required Holders) of the following conditions precedent (the first date
upon which each such condition shall have been so satisfied or waived being
herein referred to as the "Effective Date"):

        (1)     No Defaults. On the Effective Date (after giving effect to this
First Amendment), no Default or Event of Default shall have occurred and be
continuing.

        (2)     First Amendment. Each of the Obligors and the Required Holders
shall have executed this First Amendment, and counterparts hereof bearing the
signatures of the Obligors shall have been delivered to the Holders together
with a notice from the Company to each Holder as to the satisfaction of this
condition.

        (3)     Fee. The Company shall have paid to each Holder a fee equal to
the product of (a) 0.00075 and (b) the outstanding principal amount of the Notes
(as defined in the Agreement) held by such Holder on March 27, 2000.

3.              Direction Notices.

        (1)     Each of the Holders which executes this First Amendment, by its
execution of this First Amendment, confirms that it has received each of the
documents identified on Schedule A hereto, which documents have been distributed
by the Obligors to satisfy the requirement to distribute a copy of the proposed
New Parity Debt Agreements and to deliver evidence that the incurrence of the
Indebtedness evidenced by the notes (the "Series E Notes") issued in an
aggregate principal amount not exceeding $80,000,000 pursuant to the Series E
Note Agreement (as defined below) complies with Section 10.1(f) of the Agreement
as of the issuance date as set forth in Section 6(a)(ii) of the Intercreditor
Agreement.

        (2)     Each of the Holders which executes this First Amendment, by its
execution of this First Amendment, hereby (1) agrees that, upon the satisfaction
of the conditions set forth below, the conditions to the Obligors' designation
of the Series E Notes as Parity Debt set forth in Section 6(a) of the
Intercreditor Agreement (assuming the accuracy of the representations and
warranties made by the Obligors therein) will have been satisfied and (2)
thereupon authorizes and directs the Collateral Agent to confirm in writing to
the New Parity Lenders or the New Parity Agent, if any (as such terms are
defined in the Supplement), that the conditions set forth in Section 6(a) have
been satisfied with respect to that certain Note Agreement, to be dated as of
March 15, 2000, among the Company, the General Partner and the purchasers named
in Schedule I thereto, relating to the Series E Notes (the "Series E Note
Agreement"), such Series E Note Agreement to be in the form delivered to the
Holders pursuant

                                       2
   3

to Section 3(a) above, with no material modifications thereof (provided that the
completion of certain currently blank provisions shall not constitute a material
modification):

        (1)     The Collateral Agent shall have received a supplement (the
"Supplement") to the Intercreditor Agreement in the form of Exhibit A to the
Intercreditor Agreement, executed and delivered by the Obligors, the New Parity
Lenders and the New Parity Agent, if any (as each such term is defined in the
Supplement), with no modifications thereto other than minor, nonmaterial changes
necessary to identify the Series E Notes transaction.

        (2)     The Collateral Agent shall have received an Officer's
Certificate (as defined in the Intercreditor Agreement, an "Officer's
Certificate") of the Borrowers to the effect that (A) Sections 9.3(b) and
10.7(c) of the Series E Note Agreements are substantially identical to
(including without limitation with respect to amounts to be prepaid), and not in
conflict or inconsistent with (1) Section 9.3(b) of the Note Agreements and
Section 2.7(c) of the Credit Agreement with respect to Excess Taking Proceeds
(as defined in the Intercreditor Agreement) or (2) Section 10.7(c) of the Note
Agreements and Section 8.8(c) of the Credit Agreement with respect to Excess
Sale Proceeds (as defined in the Intercreditor Agreement) and (B) the incurrence
of the Series E Notes complies with the terms of Section 10.1(a), 10.1(b),
10.1(e) or 10.1(f) of the Note Agreements and Section 8.l(a), 8.l(b), 8.l(e) or
8.1(f) of the Credit Agreement.

        (3)     The Collateral Agent shall have received an Officer's
Certificate of the Obligors to the effect that all state and local stamp,
recording, filing, intangible and similar taxes or fees which are payable in
connection with the inclusion of the Series E Notes as Obligations (as defined
in the Intercreditor Agreement) shall have been paid.

        (4)     The Collateral Agent shall have received an Officer's
Certificate of the Obligors to the effect that no General Event of Default shall
have occurred and be continuing as of the date of the Supplement and as of the
Parity Effective Date.

        (5)     The Company shall have delivered to each of the Holders an
amendment to Section 1 of the Credit Agreement providing for substantially the
same definitions of "Average Consolidated Pro Forma Debt Service" and
"Consolidated Pro Forma Debt Service" as are set forth in Section 13 of the
Agreement after giving effect to this First Amendment.

        (6)     The Collateral Agent and the Obligors shall have received
counterpart execution copies of a Direction Notice executed and delivered by the
Requisite Percentage, as required under the Intercreditor Agreement.

4.              Agreement; Terms. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof, and this First Amendment shall not be
deemed to waive or amend any provision of the Agreement or the Intercreditor
Agreement except as expressly set forth herein. As used in the Agreement, the
terms "this Agreement," "herein," "hereinafter," "hereunder," "hereto" and words
of similar import shall mean and refer to, from and after the Effective Date,
unless the context otherwise specifically requires, the Agreement as amended by
this First Amendment.

                                       3
   4

Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Agreement or, in the case of Section 3 above, the
Intercreditor Agreement.

5.              Headings. Section headings in this First Amendment are included
herein for convenience of reference only and shall not define, limit or
otherwise affect any of the terms or provisions hereof.

6.              Counterparts. This First Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument, and all signatures need not appear on
any one counterpart. Any party hereto may execute and deliver a counterpart of
this First Amendment by delivering by facsimile transmission a signature page of
this First Amendment signed by such party, and such facsimile signature shall be
treated in all respects as having the same effect as an original signature.

7.              Expenses. The Company agrees to pay all reasonable out-of-pocket
expenses incurred by the Holders in connection with the preparation of this
First Amendment, including, but not limited to, the reasonable fees, charges and
disbursements of one outside special counsel for the Holders as provided for in
Section 16.1 of the Agreement.

8.              Governing Law. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York (other than any
conflicts of law rule which might result in the application of the laws of any
other jurisdiction).

9.              Ratification and Confirmation of Security Documents. The Company
hereby ratifies and confirms the provisions of the Security Documents for the
benefit from time to time of the holders of the Notes.

                            [Signature pages follow]

                                       4
   5

        IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed as of the date first above written.

                    AMERIGAS PROPANE, L.P.

                    By:   AmeriGas Propane, Inc.,
                          its General Partner

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

                    AMERIGAS PROPANE, INC.

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

                [Remainder of this page intentionally left blank]

           [SIGNATURE PAGE TO FIRST AMENDMENT TO 1999 NOTE AGREEMENT]

   6

                         NIMER & CO. (registered holder of Note #D-1
                         (beneficially owned by Aid Association for Lutherans))

                         By:  /s/  Reginald L. Pfeifer
                              ----------------------------------------
                              Name:  Reginald L. Pfeifer
                              Title: Vice President

                         MUTUAL SERVICE LIFE INSURANCE COMPANY
                              (registered holder of Note #D-3)

                         By:  /s/  Ronald L. Kaliebe
                              ----------------------------------------
                              Name:  Ronald L. Kaliebe
                              Title:  Vice President, Chief Investment Officer

                         JEFFERSON PILOT FINANCIAL INSURANCE
                              COMPANY (registered holder of Note #D-6)

                         By:  /s/  Robert H. Whalen, II
                              ----------------------------------------
                              Name:  Robert E. Whalen, II
                              Title: Vice President

                         ALEXANDER HAMILTON LIFE INSURANCE COMPANY OF
                              AMERICA (registered holder of Note #D-7)

                         By:  /s/  Robert E. Whalen, II
                              ----------------------------------------
                              Name:  Robert E. Whalen, II
                              Title: Vice President

                         PACIFIC LIFE INSURANCE COMPANY (nominee name:
                              MAC & CO, registered holder of Notes #D-11 and
                              D-12)

                         By:  /s/  Ronn Cornelius
                              ----------------------------------------
                              Name: Ronn Cornelius
                              Title:  Acting Vice President

                         By:  /s/  Diane W. Dales
                              ----------------------------------------
                              Name: Diane W. Dales
                              Title:  Assistant Secretary

           [SIGNATURE PAGE TO FIRST AMENDMENT TO 1999 NOTE AGREEMENT]

   7
     The undersigned hereby confirms its continued guaranty of the obligations
of the Company and the General Partner under the Note Agreement, as amended
hereby, on this 30th day of March, 2000.

                                       AMERIGAS PROPANE PARTS & SERVICES, INC.

                                       /s/ Martha Lindsay
                                       By Martha Lindsay
                                        Its Vice President-Finance

             [Signature Page to First Amendment to Note Agreement]
   8

                                   Schedule A

1.      A copy of the proposed Note Agreement in respect of the Series E Notes;

2.      Evidence that the incurrence of the Indebtedness evidenced by the Series
        E Notes complies with Section 10.1(f) of the Agreement as of the
        issuance date; and

3.      A copy of the Summary of Terms of the Series E Notes as set forth in the
        Offering Memorandum in respect thereof.
   1
                                                                    EXHIBIT 10.2

        FOURTH AMENDMENT dated as of March 16, 2000 (the "Fourth Amendment") to
the NOTE AGREEMENT dated as of April 12, 1995, as amended by the First Amendment
dated as of September 12, 1997, the Second Amendment dated as of September 15,
1998 and the Third Amendment dated as of March 23, 1999 (as amended, the
"Agreement") by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership
(the "Company"), AMERIGAS PROPANE, INC., a Pennsylvania corporation formerly
known as New AmeriGas Propane, Inc. (the "General Partner"), PETROLANE
INCORPORATED, a Pennsylvania corporation and successor by merger to Petrolane
Incorporated, a California corporation ("Petrolane"; the Company, the General
Partner and Petrolane being hereinafter collectively referred to as the
"Obligors"), and each of the noteholders listed in Schedule I to the Agreement
as amended hereby (the "Holders").

        WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows.

                1.      Amendments to the Agreement. Effective as of the
Effective Date (as hereinafter defined), the Agreement is hereby amended as
follows:

                1.1     The definition of "Average Consolidated Pro Forma Debt
Service" contained in Section 13.1 is hereby amended and restated in its
entirety to read as follows:

        "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 Capital Lease obligations, (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 10.1(e) during the most recent four
consecutive calendar quarters.

                1.2     The definition of "Consolidated Pro Forma Debt Service"
contained in Section 13.1 is hereby amended and restated in its entirety to read
as follows:

        "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

   2

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 Capital Lease obligations, (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 10.1(e) during the most recent four
consecutive calendar quarters.

                2.      Conditions to Effectiveness of this Fourth Amendment.
This Fourth Amendment shall become effective only upon the satisfaction in full
(or waiver by the Required Holders) of the following conditions precedent (the
first date upon which each such condition shall have been so satisfied or waived
being herein referred to as the "Effective Date"):

                (a)     No Defaults. On the Effective Date (after giving effect
to this Fourth Amendment), no Default or Event of Default shall have occurred
and be continuing.

                (b)     Fourth Amendment. Each of the Obligors and the Required
Holders shall have executed this Fourth Amendment, and counterparts hereof
bearing the signatures of the Obligors shall have been delivered to the Holders
together with a notice from the Company to each Holder as to the satisfaction of
this condition.

                (c)     Fee. The Company shall have paid to each Holder a fee
equal to the product of (a) 0.00075 and (b) the outstanding principal amount of
the Notes (as defined in the Agreement) held by such Holder on March 27, 2000.

                3.      Direction Notices.

                (a)     Each of the Holders which executes this Amendment, by
its execution of this Amendment, confirms that it has received each of the
documents identified on Schedule A hereto, which documents have been distributed
by the Obligors to satisfy the requirement to distribute a copy of the proposed
New Parity Debt Agreements and to deliver evidence that the incurrence of the
Indebtedness evidenced by the notes (the "Series E Notes") issued in an
aggregate principal amount not exceeding $80,000,000 pursuant to the Series E
Note Agreement (as defined below) complies with Section 10.1(f) of the Agreement
as of the issuance date as set forth in Section 6(a)(ii) of the Intercreditor
Agreement.

                (b)     Each of the Holders which executes this Amendment, by
its execution of this Amendment, hereby (1) agrees that, upon the satisfaction
of the conditions set forth below, the conditions to the Obligors' designation
of the Series E Notes as Parity Debt set forth in Section 6(a) of the
Intercreditor Agreement (assuming the accuracy of the representations and
warranties made by the Obligors therein) will have been satisfied and (2)
thereupon authorizes and directs the Collateral Agent to confirm in writing to
the New Parity Lenders or the New Parity Agent, if any (as such terms are
defined in the Supplement), that the conditions set forth in Section 6(a) have
been satisfied with respect to that certain Note Agreement, to be dated as of
March 15, 2000, among the Company, the General Partner and the purchasers named
in Schedule

                                       2
   3

I thereto, relating to the Series E Notes (the "Series E Note Agreement"), such
Series E Note Agreement to be in the form delivered to the Holders pursuant to
Section 3(a) above, with no material modifications thereof (provided that the
completion of certain currently blank provisions shall not constitute a material
modification):

                (i)     The Collateral Agent shall have received a supplement
(the "Supplement") to the Intercreditor Agreement in the form of Exhibit A to
the Intercreditor Agreement, executed and delivered by the Obligors, the New
Parity Lenders and the New Parity Agent, if any (as each such term is defined in
the Supplement), with no modifications thereto other than minor, nonmaterial
changes necessary to identify the Series E Notes transaction.

                (ii)    The Collateral Agent shall have received an Officer's
Certificate (as defined in the Intercreditor Agreement, an "Officer's
Certificate") of the Borrowers to the effect that (A) Sections 9.3(b) and
10.7(c) of the Series E Note Agreements are substantially identical to
(including without limitation with respect to amounts to be prepaid), and not in
conflict or inconsistent with (1) Section 9.3(b) of the Note Agreements and
Section 2.7(c) of the Credit Agreement with respect to Excess Taking Proceeds
(as defined in the Intercreditor Agreement) or (2) Section 10.7(c) of the Note
Agreements and Section 8.8(c) of the Credit Agreement with respect to Excess
Sale Proceeds (as defined in the Intercreditor Agreement) and (B) the incurrence
of the Series E Notes complies with the terms of Section 10.1(a), 10.1(b),
10.1(e) or 10.1(f) of the Note Agreements and Section 8.l(a), 8.l(b), 8.l(e) or
8.1(f) of the Credit Agreement.

                (iii)   The Collateral Agent shall have received an Officer's
Certificate of the Obligors to the effect that all state and local stamp,
recording, filing, intangible and similar taxes or fees which are payable in
connection with the inclusion of the Series E Notes as Obligations (as defined
in the Intercreditor Agreement) shall have been paid.

                (iv)    The Collateral Agent shall have received an Officer's
Certificate of the Obligors to the effect that no General Event of Default shall
have occurred and be continuing as of the date of the Supplement and as of the
Parity Effective Date.

                (v)     The Company shall have delivered to each of the Holders
an amendment to Section 1 of the Credit Agreement providing for substantially
the same definitions of "Average Consolidated Pro Forma Debt Service" and
"Consolidated Pro Forma Debt Service" as are set forth in Section 13 of the
Agreement after giving effect to this Fourth Amendment.

                (vi)    The Collateral Agent and the Obligors shall have
received counterpart execution copies of a Direction Notice executed and
delivered by the Requisite Percentage, as required under the Intercreditor
Agreement.

                4.      Agreement; Terms. Except as expressly amended hereby,
the Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof, and this Fourth Amendment shall not be
deemed to waive or amend any provision of the Agreement or the Intercreditor
Agreement except as expressly set forth herein. As used in the Agreement, the
terms "this Agreement," "herein," "hereinafter," "hereunder," "hereto" and words
of similar import shall mean and refer to, from and after the Effective Date,
unless the

                                       3
   4

context otherwise specifically requires, the Agreement as amended by this Fourth
Amendment. Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Agreement or, in the case of Section 3 above, the
Intercreditor Agreement.

                5.      Headings. Section headings in this Fourth Amendment are
included herein for convenience of reference only and shall not define, limit or
otherwise affect any of the terms or provisions hereof.

                6.      Counterparts. This Fourth Amendment may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument, and all signatures need not appear on
any one counterpart. Any party hereto may execute and deliver a counterpart of
this Fourth Amendment by delivering by facsimile transmission a signature page
of this Fourth Amendment signed by such party, and such facsimile signature
shall be treated in all respects as having the same effect as an original
signature.

                7.      Expenses. The Company agrees to pay all reasonable
out-of-pocket expenses incurred by the Holders in connection with the
preparation of this Fourth Amendment, including, but not limited to, the
reasonable fees, charges and disbursements of one outside special counsel for
the Holders as provided for in Section 16.1 of the Agreement.

                8.      Governing Law. This Fourth Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York (other
than any conflicts of law rule which might result in the application of the laws
of any other jurisdiction).

                9.      Ratification and Confirmation of Security Documents. The
Company hereby ratifies and confirms the provisions of the Security Documents
for the benefit from time to time of the holders of the Notes.

                                       4
   5

        IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to be executed as of the date first above written.

                       AMERIGAS PROPANE, L.P.

                       By:  AmeriGas Propane, Inc.,
                            its General Partner

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

                       AMERIGAS PROPANE, INC.

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

                       PETROLANE INCORPORATED

                       By:  /s/  Martha B. Lindsay
                            -------------------------------------
                            Martha B. Lindsay
                            Vice President - Finance

                [Remainder of this page intentionally left blank]

           [SIGNATURE PAGE TO FIRST AMENDMENT TO 1999 NOTE AGREEMENT]
   6

                       THE PRUDENTIAL INSURANCE COMPANY OF
                            AMERICA (registered holder of Notes #RA-1, RA-2,
                            RA-4 and RA-5)

                       By:
                            -------------------------------------
                            Name:
                            Title:

                       PRUCO LIFE INSURANCE COMPANY OF
                            AMERICA (registered holder of Note #RA-3)

                       By:
                            -------------------------------------
                            Name:
                            Title:

                       METROPOLITAN LIFE INSURANCE COMPANY
                       (registered holder of Note #RB-1)

                       By:  /s/  Gerald P. Karcos
                            -------------------------------------
                            Name: Gerald P. Karcos
                            Title: Director

                       EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                             U.S. (registered holder of Note #RC-1)

                       By:  /s/  Robert Bayer
                            -------------------------------------
                            Name: Robert Bayer
                            Title:  Investment Officer

                       CIG & CO (registered holder of Notes #RC-2,
                            RC-3, RC-4, RC-6, RC-7, RC-12, RC-13 and RC-14
                            (beneficially owned by Connecticut General Life
                            Insurance Company, Century Indemnity Company,
                            ACE Property and Casualty Insurance Company,
                            Life Insurance Company of North America and
                            Connecticut General Life Insurance Company))

                       By:  /s/  Stephen H. Wilson
                            -------------------------------------
                            Name:  Stephen H. Wilson
                            Title:  Managing Director

           [SIGNATURE PAGE TO FIRST AMENDMENT TO 1999 NOTE AGREEMENT]

   7

                       TEACHERS INSURANCE & ANNUITY ASSOCIATION OF
                            AMERICA (registered holder of Note #RC-10)

                       By:  /s/  John C. Litchfield, Jr.
                            -------------------------------------
                            Name:  John C. Litchfield, Jr.
                            Title:  Managing Director

                       TRAL & CO (registered holder of Note #RC-11
                            (beneficially owned by Travelers Insurance Company))

                       By:
                            -------------------------------------
                            Name:
                            Title:

                       CUDD & CO (registered holder of Note #RC-16
                            (beneficially owned by Lincoln National Life
                            Insurance Company))

                       By:
                            -------------------------------------
                            Name:
                            Title:

           [SIGNATURE PAGE TO FIRST AMENDMENT TO 1999 NOTE AGREEMENT]

   8

                                   Schedule A

1.      A copy of the proposed Note Agreement in respect of the Series E Notes;

2.      Evidence that the incurrence of the Indebtedness evidenced by the Series
        E Notes complies with Section 10.1(f) of the Agreement as of the
        issuance date; and

3.      A copy of the Summary of Terms of the Series E Notes as set forth in the
        Offering Memorandum in respect thereof.

   1
                                                                    EXHIBIT 10.3

                                 THIRD AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

        This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of March 22, 2000, is entered into by and 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, collectively, the "Borrowers"), each of the financial
institutions that is a signatory to this Amendment (collectively, the "Banks"),
BANK OF AMERICA, N.A. (formerly Bank of America National Trust and Savings
Association), as agent for the Banks (in such capacity, the "Agent"), and amends
that certain Amended and Restated Credit Agreement (as the same is in effect
immediately prior to the effectiveness of this Amendment, the "Existing Credit
Agreement" and as the same may be amended, supplemented or modified and in
effect from time to time, the "Credit Agreement"), dated as of September 15,
1997, by and among the Company, the General Partner, Petrolane, the Agent, First
Union National Bank, as Syndication Agent and the Banks from time to time party
to the Credit Agreement, as amended by that certain First Amendment to Amended
and Restated Credit Agreement, dated as of September 15, 1998 (the "First
Amendment"), and as further amended by that certain Second Amendment to Amended
and Restated Credit Agreement, dated as of March 25, 1999 (the "Second
Amendment"). Capitalized terms used and not otherwise defined in this Amendment
shall have the same meanings in this Amendment as set forth in the Credit
Agreement, and the rules of interpretation set forth in Section 1.2 of the
Credit Agreement shall be applicable to this Amendment.

                                    RECITALS

        1.      The Company has requested that the Banks amend the terms
"Average Consolidated Pro Forma Debt Service" and "Consolidated Pro Forma Debt
Service" under the Existing Credit Agreement, all as set forth below.

        2.      The Company proposes to issue certain First Mortgage Notes,
Series E, in aggregate principal amount not exceeding $80,000,000, pursuant to
that certain Note Agreement, to be dated as of March 15, 2000, among the
Company, the General Partner and the purchasers named in Schedule I thereto (the
"Series E First Mortgage Notes"). In connection with the issuance of the Series
E First Mortgage Notes, the Company has also requested that the Banks take
certain actions relating to such Series E First Mortgage Notes becoming Parity
Debt, as more particularly described below.

        3.      The Agent and the Banks are willing to agree to so amend the
Existing Credit Agreement and to make certain other agreements, in each case on
the terms and subject to the conditions set forth below.

   2

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth below and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

                SECTION 1. Amendments. On the terms of this Amendment and
subject to the satisfaction of all of the conditions precedent set forth below
in Section 2:

                (a)     The definition of "Average Consolidated Pro Forma Debt
Service" contained in Section 1.1 of the Existing Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                        "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.

                (b)     The definition of "Consolidated Pro Forma Debt Service"
contained in Section 1.1 of the Existing Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                        "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

                                      2
   3

                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 payment associated with the
                Indebtedness incurred pursuant to Section 8.1(e) during the most
                recent four consecutive calendar quarters.

                (c)     The definition of "Loan Documents" contained in Section
1.1 of the Existing Credit Agreement is hereby amended by adding the words "the
Third Amendment to Amended and Restated Credit Agreement, dated as of March 22,
2000, among the Borrowers, the Banks and the Agent," after the words "the Second
Amendment to Amended and Restated Credit Agreement, dated as of March 25, 1999,
among the Borrowers, the Banks and the Agent,".

                SECTION 2. Conditions to Effectiveness of Section 1 Amendments.
The amendments set forth in Section 1 of this Amendment shall become effective
only upon the satisfaction of all of the following conditions precedent (the
date of satisfaction of all such conditions being referred to as the "Amendment
Effective Date"):

                (a)     On or before the Amendment Effective Date, the Agent
shall have received, on behalf of the Banks, this Amendment, duly executed and
delivered by the Company, the General Partner, Petrolane, each Restricted
Subsidiary, the Required Banks and the Agent.

                (b)     The Agent shall have received a certificate from a
Responsible Officer of the Company certifying that (1) all governmental actions
or filings necessary for the execution, delivery and performance of this
Amendment shall have been made, taken or obtained, and no order, statutory rule,
regulation, executive order, decree, judgment or injunction shall have been
enacted, entered, issued, promulgated or enforced by any court or other
governmental entity which prohibits or restricts the transactions contemplated
by this Amendment nor shall any action have been commenced or threatened seeking
any injunction or any restraining or other order to prohibit, restrain,
invalidate or set aside the transactions contemplated by this Amendment and (2)
each of the representations and warranties set forth in this Amendment is true
and correct as of the Amendment Effective Date.

                SECTION 3. The Borrowers' Representations and Warranties. In
order to induce the Banks to enter into this Amendment and to amend the Existing
Credit Agreement in the manner provided in this Amendment, the Company, the
General Partner and Petrolane represent and warrant to each Bank as of the
Amendment Effective Date as follows:

                (a)     Power and Authority. The Company has all requisite
partnership power and authority to enter into this Amendment and to carry out
the transactions contemplated by, and perform its obligations under, the
Existing Credit Agreement as amended by this Amendment (hereafter referred to as
the "Amended Credit Agreement"). The General Partner has all requisite corporate
power and authority to enter into this Amendment in its individual capacity and
in its capacity as the sole general partner of the Company and to carry out the

                                       3
   4

transactions contemplated by, and perform its obligations under, the Amended
Credit Agreement. Petrolane has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Amended Credit Agreement. Each Restricted
Subsidiary has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations, under the Security Documents.

                (b)     Authorization of Agreements. The execution and delivery
of this Amendment by the Company, the General Partner, Petrolane and each
Restricted Subsidiary and the performance of the Amended Credit Agreement by the
Company, the General Partner and Petrolane have been duly authorized by all
necessary action, and this Amendment has been duly executed and delivered by the
Company, the General Partner, Petrolane and each Restricted Subsidiary.

                (c)     Enforceability. The Amended Credit Agreement constitutes
the legal, valid and binding obligation of the Company, the General Partner and
Petrolane enforceable against the Company, the General Partner and Petrolane in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally.

                (d)     No Conflict. The execution, delivery and performance by
each of the Company, the General Partner, Petrolane and the Restricted
Subsidiaries of this Amendment, and the performance by each of the Company, the
General Partner, Petrolane and the Restricted Subsidiaries of the Amended Credit
Agreement do not and 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 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 of the Credit Agreement.

                (e)     Governmental Consents. 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 Amendment by the Company, the General Partner, Petrolane and
the Restricted Subsidiaries.

                (f)     Representations and Warranties in the Credit Agreement.
The Company, General Partner and Petrolane confirm that as of the Amendment
Effective Date, (i) the representations and warranties contained in Article VI
of the Credit Agreement are (before and after giving effect to this Amendment)
true and correct in all material respects (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)

                                       4
   5

with the same effect as if made on and as of the Amendment Effective Date and
(ii) that no Default or Event of Default has occurred and is continuing.

                (g)     Liens. As of the Amendment Effective Date, there are no
Liens on the General Collateral other than Liens permitted under Section 8.3 of
the Credit Agreement.

                (h)     Subsidiaries. As of the Amendment Effective Date, the
Company has no Restricted Subsidiaries other than AmeriGas Propane Parts &
Service, Inc.

                SECTION 4. Affirmative Covenants. (a) The Company hereby agrees
to obtain and deliver to the Agent, as promptly as practicable, but in any event
within 90 days after the date of issuance of the Series E First Mortgage Notes,
(i) title endorsements or their equivalents, in form and substance reasonably
satisfactory to the Collateral Agent, with respect to the title insurance
policies issued in connection with the Mortgages listed on Schedule I hereto,
(ii) amendments to the Mortgages that were amended in connection with the
issuance by the Company of the Series D First Mortgage Notes, in form and
substance reasonably satisfactory to the Collateral Agent, and (iii) an opinion
of Morgan, Lewis & Bockius LLP, special counsel for the Obligors, in
substantially the form of Exhibit A hereto.

                (b)     Resolutions. Concurrently with the issuance by the
Company of the Series E First Mortgage Notes, the Company will deliver to the
Agent 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 and ratifying the transactions contemplated
hereby, certified by the Secretary or an Assistant Secretary of such Person.

                SECTION 5. Direction Notices.

                (a)     Each of the Banks which executes this Amendment, by its
execution of this Amendment, confirms that it has received and reviewed each of
the documents identified on Schedule II hereto, which documents have been
distributed by the Borrowers to satisfy the requirements set forth in Section
6(a)(ii) of the Collateral Agency Agreement.

                (b)     Each of the Banks which executes this Amendment, by its
execution of this Amendment, hereby (1) agrees that, upon the satisfaction of
the conditions set forth below, the conditions to the Borrowers' designation of
the Series E First Mortgage Notes as Parity Debt set forth in Section 6(a) of
the Collateral Agency Agreement (assuming the accuracy of the representations
and warranties made by the Borrowers therein) will have been satisfied and (2)
thereupon authorizes and directs the Collateral Agent to confirm in writing to
the New Parity Lenders or the New Parity Agent, if any (as such terms are
defined in the Supplement) that the conditions set forth in Section 6(a) have
been satisfied with respect to that certain Note Agreement, to be dated as of
March 15, 2000, among the Company, the General Partner and the purchasers named
in Schedule I thereto, relating to the Series E First Mortgage Notes (the
"Series E Note Agreement"):

                       (i)     The Collateral Agent shall have received a
supplement (the "Supplement") to the Collateral Agency Agreement in the form of
Exhibit A to the Collateral Agency Agreement, executed and delivered by the
Obligors, the New Parity Lenders and the New Parity Agent, if any (as each such
term is defined in the Supplement), with no modifications

                                       5
   6

thereto other than minor, nonmaterial changes necessary to identify the Series E
First Mortgage Notes transaction.

                        (ii)    The Collateral Agent shall have received an
Officer's Certificate (as defined in the Collateral Agency Agreement, an
"Officer's Certificate") of the Borrowers to the effect that (A) Sections 9.3(b)
and 10.7(c) of the Series E Note Agreement are substantially identical to
(including without limitation with respect to amounts to be prepaid), and not in
conflict or inconsistent with (1) Section 9.3(b) of the Note Agreements and
Section 2.7(c) of the Credit Agreement with respect to Excess Taking Proceeds
(as defined in the Collateral Agency Agreement) or (2) Section 10.7(c) of the
Note Agreements and Section 8.8(c) of the Credit Agreement with respect to
Excess Sale Proceeds (as defined in the Collateral Agency Agreement) and (B) the
incurrence of the Series E First Mortgage Notes complies with the terms of
Section 10.1(a), 10.1(b), 10.1(e) or 10.1(f) of the Note Agreements and Section
8.1(a), 8.1(b), 8.1(e) or 8.1(f) of the Credit Agreement.

                        (iii)   The Collateral Agent shall have received an
Officer's Certificate of the Borrowers to the effect that all state and local
stamp, recording, filing, intangible and similar taxes or fees which are payable
in connection with the inclusion of the Series E First Mortgage Notes as
Obligations (as defined in the Collateral Agency Agreement) shall have been
paid.

                        (iv)    The Collateral Agent shall have received an
Officer's Certificate of the Borrowers to the effect that no General Event of
Default shall have occurred and be continuing as of the date of the Supplement.

                SECTION 6. Miscellaneous.

                (a)     Reference to and Effect on the Existing Credit Agreement
and the Other Loan Documents.

                        (i)     Except as specifically amended by this Amendment
and the documents executed and delivered in connection herewith, the Existing
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed. This Amendment shall be a "Loan
Document" under the Credit Agreement.

                        (ii)    The execution and delivery of this Amendment and
performance of the Amended Credit Agreement shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver
of any right, power or remedy of the Banks under, the Existing Credit Agreement
or any other Loan Document.

                        (iii)   Upon the conditions precedent set forth herein
being satisfied, this Amendment shall be construed as one with the Existing
Credit Agreement, and the Existing Credit Agreement shall, where the context
requires, be read and construed throughout so as to incorporate this Amendment.

                (b)     Fees and Expenses. The Company, the General Partner and
Petrolane acknowledge that all reasonable costs, fees and expenses incurred in
connection with this Amendment will be paid in accordance with Section 11.4 of
the Existing Credit Agreement.

                                       6
   7

                (c)     Headings. Section and subsection headings in this
Amendment are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                (d)     Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                (e)     Governing Law. This Amendment shall be governed by and
construed according to the laws of the State of New York.

                                       7
   8

                IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.

                                        AMERIGAS PROPANE, L.P., a Delaware
                                        limited partnership

                                        By:     AMERIGAS PROPANE, INC.
                                        Its:    General Partner

                                        By:     /s/  Robert W. Krick
                                           ------------------------------------
                                        Name:   Robert W. Krick
                                             ----------------------------------
                                        Title:  Treasurer
                                              ---------------------------------

                                        AMERIGAS PROPANE, INC.

                                        By:     /s/  Robert W. Krick
                                           ------------------------------------
                                        Name:   Robert W. Krick
                                             ----------------------------------
                                        Title:  Treasurer
                                              ---------------------------------

                                        PETROLANE INCORPORATED

                                        By:     /s/  Robert W. Krick
                                           ------------------------------------
                                        Name:   Robert W. Krick
                                             ----------------------------------
                                        Title:  Treasurer
                                              ---------------------------------

   9

                                        AGENT

                                        BANK OF AMERICA, N.A., as Agent

                                        By:     /s/  David Price
                                           ------------------------------------
                                        Name:   David Price
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------

   10

                                        BANKS

                                        BANK OF AMERICA, N.A., as a Bank and an
                                        Issuing Bank

                                        By:     /s/  Daryl G. Patterson
                                           ------------------------------------
                                        Name:   Daryl G. Patterson
                                             ----------------------------------
                                        Title:  Managing Director
                                              ---------------------------------

   11

                                        FIRST UNION NATIONAL BANK, as a Bank
                                        and as Syndication Agent

                                        By:     /s/  Joe K. Dancy
                                           ------------------------------------
                                        Name:   Joe K. Dancy
                                             ----------------------------------
                                        Title:  Vice President
                                              ---------------------------------
   12

                                 THE BANK OF NEW YORK

                                 By:      /s/  Walter C. Parelli
                                    --------------------------------------
                                 Name:    Walter C. Parelli
                                      ------------------------------------
                                 Title:   Vice President
                                       -----------------------------------

   13

                                 MELLON BANK, N.A.

                                 By:      /s/  Donald G. Cassidy, Jr.
                                    --------------------------------------
                                 Name:    Donald G. Cassidy, Jr.
                                      ------------------------------------
                                 Title:   First Vice President
                                       -----------------------------------

   14

                                 ALLFIRST BANK (formerly The First National
                                 Bank of Maryland)

                                 By:      /s/  Jennifer L. Uricheck
                                    --------------------------------------
                                 Name:    Jennifer L. Uricheck
                                      ------------------------------------
                                 Title:   Corporate Banking Officer
                                       -----------------------------------

   15

                                 FLEET NATIONAL BANK

                                 By:      /s/  Timothy J. Norton
                                    --------------------------------------
                                 Name:    Timothy J. Norton
                                      ------------------------------------
                                 Title:   Director
                                       -----------------------------------

   16

                                 PNC BANK, NATIONAL ASSOCIATION

                                 By:      /s/  Eric G. Erickson
                                    --------------------------------------
                                 Name:    Eric G. Erickson
                                      ------------------------------------
                                 Title:   Vice President
                                       -----------------------------------

   17

                                 UNION BANK OF CALIFORNIA, N.A.

                                 By:      /s/  Dustin Gaspari
                                    --------------------------------------
                                 Name:    Dustin Gaspari
                                      ------------------------------------
                                 Title:   Assistant Vice President
                                       -----------------------------------

   18

The undersigned hereby acknowledges and consents to the foregoing Third
Amendment to Amended and Restated Credit Agreement, reaffirms the terms of its
Restricted Subsidiary Guarantee in favor of Bank of America, N.A., as Collateral
Agent and acknowledges that such Restricted Subsidiary Guarantee remains in full
force and effect in accordance with its terms.

Dated:       March 24, 2000             AMERIGAS PROPANE PARTS & SERVICE,
      ---------------------------       INC., as Guarantor

                                        By:      /s/  Robert W. Krick
                                           ---------------------------------
                                        Name:    Robert W. Krick
                                             -------------------------------
                                        Title:   Treasurer
                                              ------------------------------

   19

                                                                      SCHEDULE I

                                                  AMENDED                          TITLE POLICY
            ADDRESS                               MORTGAGE                         ENDORSEMENT
                                                                         
- -----------------------------------------------------------------------------------------------------
Osyart Road, Bumstead,                       Recorded 3/27/98                  Policy #137-00-003-314
     Maricopa County, AZ*                    Instrument #98-0241615            Dated 3/27/98
- -----------------------------------------------------------------------------------------------------
2110 N. Gaffey Street, San Pedro,                                              Policy #137-00-005-303
     Los Angeles County, CA*                 N/A                               Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
2675 N. Temple Avenue, Signal Hill,                                            Policy #135-00-538-760
     Los Angeles County, CA                  N/A                               Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
16800 South Main Street, Carson,                                               Policy #135-00-538-761
     Los Angeles County, CA                  N/A                               Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
9608 Cherry Avenue, Fontana,                                                   Policy #82-03-134-439
     San Bernardino County, CA               N/A                               Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
295 E. Virginia Street, San Jose,                                              Policy #135-00-525-911
     Santa Clara County, CA                  N/A                               Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
232 Mt. Hermon Road, Scotts Valley,                                            Policy #112-00-398-650
     Santa Cruz County, CA                   N/A                               Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
52 Lower Bartlett Road, Waterford,           Recorded 9/29/97                  Policy #112-00-689253
     New London County, CT                   Vol. 0473 Page 0132               Dated 9/29/97
- -----------------------------------------------------------------------------------------------------
10052 N.W. 89th Avenue, Medley,              Recorded 10/2/97                  Policy #82-02-875613
     Miami - Dade County, FL                 17814 Page 0674                   Dated 5/11/98
                                             Instrument #97R448821
- -----------------------------------------------------------------------------------------------------
1830 East 3rd Street, Panama City,           Recorded 10/23/97                 Policy #82-01-853324
     Bay County, FL*                         Book 1744 Page 1765
                                             File #97049929
- -----------------------------------------------------------------------------------------------------
2715 Woodwin Road, Doraville,                Recorded 9/29/97                  Policy #112-00-273266
     DeKalb County, GA                       Book 9634 Page 143                Dated 11/25/97
- -----------------------------------------------------------------------------------------------------
Lot 2999, Honolulu,                          N/A                               Policy #T107-42270
     Honolulu County, HI                                                       Dated 9/15/97
- -----------------------------------------------------------------------------------------------------
Lot 53 of "THE MILLYARD                      N/A                               File No. 220408
     SUBDIVISION", Halieu (Maui),                                              Dated 9/15/97
     Maui County, HI
- -----------------------------------------------------------------------------------------------------
     Cook County, IL                                                           Dated 6/21/95
- -----------------------------------------------------------------------------------------------------
3801 South Cicero Avenue, Cicero,            N/A                               Policy #112-00-737438
     Cook County, IL                                                           Dated 6/21/95
- -----------------------------------------------------------------------------------------------------
2801 East 175th Street, Lansing,             N/A                               Policy #112-00-737439
     Cook County, IL                                                           Dated 6/21/95
- -----------------------------------------------------------------------------------------------------
522 South Vermont Street, Palatine,          N/A                               Policy #112-00-737440
     Cook County, IL                                                           Dated 6/21/95
- -----------------------------------------------------------------------------------------------------
6300 Cliffdale Road, Fayetteville,           N/A                               Policy 112-00-838604
     Cumberland County, NC                                                     Dated 9/25/97
- -----------------------------------------------------------------------------------------------------

*Leasehold mortgage

                                       1
   20

                                                                      SCHEDULE I

                                                                         
- -----------------------------------------------------------------------------------------------------
Route 206, Bordentown,                       Recorded 10/1/97                  Policy #112-02-239349
     Burlington County, NJ                   MB6976 Page 273                   Dated 10/1/97
- -----------------------------------------------------------------------------------------------------
Route 24, Chester,                           Recorded 10/1/97                  Policy #112-02-239350
     Morris County, NJ                       MB7212 Page 47                    Dated 5/5/98
- -----------------------------------------------------------------------------------------------------

*Leasehold mortgage

                                       2
   21

                                                                     SCHEDULE II

             DOCUMENTS RELATING TO THE SERIES E FIRST MORTGAGE NOTES

1.      A copy of the proposed Note Agreement in respect of the Series E First
        Mortgages Notes.

2.      Evidence that the incurrence of the indebtedness evidenced by the Series
        E First Mortgage Notes complies with Section 8.1(f) of the Credit
        Agreement as of the issuance date of such Series E First Mortgage Notes.

3.      A copy of the offering memorandum with respect to the Series E First
        Mortgage Notes.

                                       1
   22

                                                                       EXHIBIT A

                     FORM OF OPINION OF COUNSEL TO BORROWERS

                                  See attached.

   23

                                         ______________________, 2000

Bank of America, N.A.,
        as collateral agent under the Note Agreement and
        Credit Agreement referred to herein
1445 Market Street
12th Floor
San Francisco, California  94103

Ladies and Gentlemen:

        This opinion is furnished to you pursuant to Section 4(a)(iii) of that
certain Third Amendment to Amended and Restated Credit Agreement, dated as of
March 22, 2000 (the "Third Amendment to Credit Agreement"), by and 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"), each of the financial
institutions that is a signatory thereto and Bank of America, N.A., as agent
(the "Agent"). Except as otherwise defined herein, terms defined in the Third
Amendment to Credit Agreement and in the Credit Agreement amended thereby are
used herein as therein defined.

        We have acted as special counsel for the Company, the General Partner
and Petrolane (collectively, the "Obligors") in connection with the Third
Amendment to Credit Agreement and the Florida Mortgage Amendments (as
hereinafter defined).

        In that connection, we have examined the following documents:

        1.      the Third Amendment to Credit Agreement;

        2.      twenty-eight (28) instruments entitled "Third Amendment of
                Mortgage, Assignment of Leases and Rents, Security Agreement,
                Financing Statement and Fixture Filing" dated as of March 22,
                2000 made between the Company (doing business in Florida as
                AmeriGas Propane, Limited Partnership), as mortgagor, and the
                Agent, as mortgagee (the "Florida Third Mortgage Amendments"),
                each of which amends one of the 1995 Florida Mortgages (as
                defined below); and

        3.      that certain "First Amendment of Mortgage, Assignment of Leases
                and Rents, Security Agreement, Financing Statement and Fixture
                Filing" dated as of March 22, 2000 made between the Company
                (doing business in Florida as AmeriGas Propane, Limited
                Partnership), as mortgagor, and the Agent, as mortgagee (the
                "Charlotte

   24

Bank of America, N.A.
____________________, 2000
Page 2

                County Mortgage Amendment"), which amends the Charlotte County
                Mortgage (as defined below).

        As used herein, the following terms have the following meanings:

        (a)     "1995 Florida Mortgages" means the collective reference to the
                twenty-eight (28) 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, as mortgagee, and recorded in various counties in the
                State of Florida on various dates in 1995, as amended by
                instruments entitled "First Amendment of Mortgage, Assignment of
                Leases and Rents, Security Agreement, Financing Statement and
                Fixture Filing" dated as of September 22, 1997 made between the
                Company, as mortgagor, and the Agent, as mortgagee, and as
                further amended by instruments entitled "Second Amendment of
                Mortgage, Assignment of Leases and Rents, Security Agreement,
                Financing Statement and Fixture Filing" dated as of March 25,
                1999 made between the Company, as mortgagor, and the Agent, as
                mortgagee, 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 made
                between the Company, as mortgagor, and the Agent, as mortgagee,
                excluding, however, those mortgage instruments recorded in Bay
                and Leon and Volusia Counties, Florida which have been released
                by the Agent.

        (b)     "2000 Florida Mortgage Amendments" means the collective
                reference to the Florida Third Mortgage Amendments and the
                Charlotte County Mortgage Amendment.

        (c)     "Charlotte County Mortgage" means 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 (doing business in Florida as AmeriGas Propane,
                Limited Partnership), as mortgagor, to the Agent, as mortgagee,
                encumbering certain real property described therein located in
                Charlotte County, Florida.

        (d)     "Florida Mortgages" means the collective reference to the 1995
                Florida Mortgages and the Charlotte County Mortgage.

        (e)     "Obligations" means the term "Obligations" as defined in the
                Florida Mortgages.

        We have also examined the originals, or copies certified or otherwise
identified to our satisfaction, of such records of the Obligors, certificates of
public officials and certificates of officers of the Obligors (copies of which
have been provided or made available to you), and agreements, instruments and
other documents, as we have deemed necessary as a basis for the opinions
expressed below. As to questions of fact material to such opinions, we have
relied upon

   25

Bank of America, N.A.
____________________, 2000
Page 3

the representations and warranties of, and other factual information provided
by, the Obligors and contained in the certificates referred to above and the
Third Amendment to Credit Agreement.

        We have assumed that the constitutionality or validity of a relevant
statute, rule, regulation or agency action is not in issue unless a reported
decision in the State of Florida has specifically addressed but not resolved, or
has established its unconstitutionality or invalidity.

        Based upon the foregoing, and subject to the qualifications and
limitations contained herein, it is our opinion that as of the date hereof:

        1.      The amount of Florida documentary stamp tax payable as a result
of the issuance of the Series E First Mortgage Notes and the execution and
recording of the 2000 Florida Mortgage Amendments is not more than an amount for
each 2000 Florida Mortgage Amendment equal to 35 cents for each $100 or portion
thereof of the Series E Maximum Secured Principal Amount as defined in and as
set forth in such 2000 Florida Mortgage Amendment.

        For purposes of our opinion set forth in paragraph 1 above, we have
assumed that (i) all Florida documentary stamp taxes due and payable on the
Florida Mortgages prior to amendment by the 2000 Florida Mortgage Amendments
were paid upon recording of the Florida Mortgages, (ii) no Series E First
Mortgage Notes nor any other document creating, evidencing, extending, renewing
or modifying the Obligations evidenced by the Series E First Mortgage Notes or
any of the other Obligations (including, without limitation, the Credit
Agreement and amendments to the Credit Agreement) has been or will be made,
executed, delivered, transferred or assigned in the State of Florida by any
party other than the Obligors, (iii) except for the 2000 Florida Mortgage
Amendments, the Florida Mortgages and any Uniform Commercial Code financing
statements, no mortgages, security agreements, trust deeds or other evidence of
the Series E First Mortgage Notes or any of the other Obligations nor any
renewal thereof (including, without limitation, any amendments(s) to the Florida
Mortgages not expressly included within the definition of 1995 Florida Mortgages
set forth in this opinion) has been or will be filed or recorded in the State of
Florida by any party other than the Obligors, (iv) the statement set forth in
each 2000 Florida Mortgage Amendment concerning the current unpaid principal
balance of the Obligations secured by the corresponding Florida Mortgage was
true as of the dates of the execution and recording of such 2000 Florida
Mortgage Amendments and (v) none of the Series E First Mortgage Notes nor any
other document (including, without limitation, the Credit Agreement and any
amendment thereto) evidencing, creating, extending, renewing or modifying the
Obligations evidenced by the Series E First Mortgage Notes or any of the other
Obligations has been or is hereafter 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 Obligations at the time that the Florida Mortgages
were originally recorded.

        Our opinion in paragraph 1 above is also subject to the qualification
that we have excluded the Obligors from the assumptions made in clauses (ii) and
(iii) above based solely on a certificate of the Obligors with respect to such
matters.

   26

Bank of America, N.A.
____________________, 2000
Page 4

        2.      The amount of Florida nonrecurring intangible personal property
tax payable as a result of the issuance of the Series E First Mortgage Notes and
the execution and recording of the 2000 Florida Mortgage Amendments is not more
than an amount for each 2000 Florida Mortgage Amendment equal to 2 mills (0.2%)
of the Series E Maximum Secured Principal Amount as defined in and as set forth
in such 2000 Florida Mortgage Amendment.

        For purposes of our opinion set forth in paragraph 2 above, we have
assumed that (i) all Florida nonrecurring intangible personal property taxes due
and payable on the Florida Mortgages prior to amendment by the 2000 Florida
Mortgage Amendments were paid upon recording of the Florida Mortgages, (ii) none
of the Series E First Mortgage Notes nor any of the other Obligations are
secured by any mortgage, deed of trust or other lien upon real property located
in the State of Florida executed by any party other than the Obligors nor has
any agreement or contract for deed or written agreement not to encumber or
convey real property located in the State of Florida been executed by any party
other than the Obligors in connection with the Obligations, except for the 2000
Florida Mortgage Amendments and the Florida Mortgages, (iii) the statement set
forth in each 2000 Florida Mortgage Amendment concerning the current unpaid
principal balance of the Obligations secured by the corresponding Florida
Mortgage was true as of the dates of the execution and recording of such 2000
Florida Mortgage Amendment and (iv) none of the Series E First Mortgage Notes
nor any other document (including, without limitation, the Credit Agreement and
any amendment thereto) evidencing, creating, extending, renewing or modifying
the Obligations evidenced by the Series E First Mortgage Notes or any of the
other Obligations has been or is hereafter 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 Obligations at the time that the
Florida Mortgages were originally recorded.

        Our opinion in paragraph 2 above is also subject to the qualification
that we have excluded the Obligors from the assumptions made in clause (ii)
above based solely on a certificate of the Obligors with respect to such
matters.

        Except as expressly set forth herein, no opinion is expressed as to any
other aspect of Florida documentary stamp or intangible personal property taxes,
including, without limitation, the applicability or amount of Florida
documentary stamp or intangible personal property taxes due on any prior or
other future advances of the Obligations.

        Without limiting the generality of the foregoing, we have made no
examination of public records whatsoever.

        To the extent that any of the Obligations may be dependent upon such
matters, we assume for purposes of this opinion that each Person (other than the
Obligors) who is a party to any of the documents creating, evidencing,
extending, renewing or modifying the Obligations is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that each of such agreements has been duly authorized, executed
and delivered by

   27

Bank of America, N.A.
____________________, 2000
Page 5

each Person (other than the Obligors) party thereto and constitutes or will
constitute the legal, valid and binding obligation of each such Person (other
than the Obligors) in accordance with their respective terms against such
Person, and that each such Person (other than the Obligors) has the requisite
corporate or other organizational power and authority to perform its obligations
under such agreements.

        This opinion is limited to the laws of the State of Florida. We express
no opinion as to the laws of any other jurisdiction.

        This opinion relates only to the matters expressly addressed above, is
applicable only as of the date hereof, and we express no opinion with respect to
any other matters. We acknowledge that we have been instructed by the Company to
deliver this opinion to you in connection with the transactions contemplated by
the Third Amendment to Credit Agreement. This opinion is rendered only to you in
your capacity as collateral agent and is solely for your benefit, the benefit of
the purchasers of the Series E First Mortgage Notes (the "Purchasers") and the
benefit of the other holders of the Obligations in connection with the
transactions governed by the Third Amendment to Credit Agreement and the Note
Agreement referred to therein, may not be relied upon by you or the Purchasers
or such holders for any other purpose, and may not be relied upon by any other
Person or entity other than permitted assignees of any Purchaser or of any such
holder for any purpose without our prior written consent.

                                                    Very truly yours,

                                       Prepared by:
                                                    ---------------------------
                                                    Robert W. Murray

                                       Reviewed by:
                                                    ---------------------------

                                       Signed by :
                                                    ---------------------------
   1
                                                                    EXHIBIT 10.4

                                FOURTH AMENDMENT
                    TO AMENDED AND RESTATED CREDIT AGREEMENT

         This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of June 6, 2000, is entered into by and 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, collectively, the "Borrowers"), each of the financial
institutions that is a signatory to this Amendment (collectively, the "Banks"),
BANK OF AMERICA, N.A. (formerly Bank of America National Trust and Savings
Association), as agent for the Banks (in such capacity, the "Agent"), and amends
that certain Amended and Restated Credit Agreement (as the same is in effect
immediately prior to the effectiveness of this Amendment, the "Existing Credit
Agreement" and as the same may be amended, supplemented or modified and in
effect from time to time, the "Credit Agreement"), dated as of September 15,
1997, by and among the Company, the General Partner, Petrolane, the Agent, First
Union National Bank, as Syndication Agent and the Banks from time to time party
to the Credit Agreement, as amended by (a) that certain First Amendment to
Amended and Restated Credit Agreement, dated as of September 15, 1998 (the
"First Amendment"), (b) that certain Second Amendment to Amended and Restated
Credit Agreement, dated as of March 25, 1999 (the "Second Amendment") and (c)
that certain Third Amendment to Amended and Restated Credit Agreement, dated as
of March 22, 2000 (the "Third Amendment"). Capitalized terms used and not
otherwise defined in this Amendment shall have the same meanings in this
Amendment as set forth in the Credit Agreement, and the rules of interpretation
set forth in Section 1.2 of the Credit Agreement shall be applicable to this
Amendment.

                                    RECITALS

         1. The Company has requested that the Banks extend the commitment
period for and adjust the maturity of the Acquisition Loans under the Existing
Credit Agreement and make certain related changes, all as set forth below.

         2. The Agent and the Banks are willing to agree to so amend the
Existing Credit Agreement and to make certain other agreements, in each case on
the terms and subject to the conditions set forth below.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth below and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:

            SECTION 1. Amendments. On the terms of this Amendment and subject to
the satisfaction of all of the conditions precedent set forth below in Section
2:

   2

                  (a) Section 1.1 of the Existing Credit Agreement is hereby
amended by the addition of the following definition in such Section 1.1 in
appropriate alphabetical order:

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

                           (a) September 15, 2002; and

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

                  (b) Section 1.1 of the Existing Credit Agreement is hereby
amended by replacing the pricing grid set forth in the definition of "Applicable
Margin" in such Section 1.1 with the following pricing grid:

                                      Pricing Tier             Funded Debt Ratio              Margin
                                      ------------             -----------------              ------
                                                                                       
                                            I                        <1.75x                   0.5000%

                                           II                 =>1.75 x but <2.75x             0.7500%

                                          III                 =>2.75 x but <3.25x             1.0000%

                                           IV                 =>3.25 x but <3.75x             1.2500%

                                            V                  =>3.75x but <4.25x             1.3750%

                                           VI                  =>4.25x but <4.75              1.5000%

                                          VII                        =>4.75                   1.7500%

                  (c) Section 1.1 of the Existing Credit Agreement is hereby
amended by replacing the definition of "Maturity Date" in such Section 1.1 with
the following:

                           "Maturity Date" means the Revolving Termination Date
                  in respect of the Revolving Loans, and the New Acquisition
                  Loan Termination Date in respect of the Acquisition Loans.

                  (d) Sections 2.1(a) [The Acquisition Credit] and 2.10(b)
[Facility Fees] of the Existing Credit Agreement are hereby amended by replacing
the reference to the term "Acquisition Loan Termination Date" in each such
Section with the term "New Acquisition Loan Termination Date."

                  (e) The definition of "Loan Documents" contained in Section
1.1 of the Existing Credit Agreement is hereby amended by adding the words "the
Fourth Amendment to

                                       2
   3

Amended and Restated Credit Agreement, dated as of June 6, 2000, among the
Borrowers, the Banks and the Agent," after the words "the Third Amendment to
Amended and Restated Credit Agreement, dated as of March 22, 2000 among the
Borrowers, the Banks and the Agent,".

                  (f) Section 2.6 of the Existing Credit Agreement is amended by
deleting the last sentence of such Section 2.6 in its entirety.

                  (g) Section 2.7(a) of the Existing Credit Agreement is amended
by (i) deleting the parenthetical clause "(and if after the Acquisition Loan
Termination Date, applied to the remaining installments of the Acquisition Loans
pro rata)" in the proviso to the first sentence of such Section 2.7(a), and (ii)
deleting the parenthetical clause "(if prior to the Acquisition Loan Termination
Date)" in the last sentence of such Section 2.7(a).

                  (h) Section 2.7 of the Existing Credit Agreement is hereby
amended by the addition of the following subsection (d) to such Section 2.7:

                           (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.

                  (i) Section 2.8(a) of the Existing Credit Agreement is hereby
amended to read in its entirety as follows:

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

                                       3
   4

                  (j) Section 2.10(b) of the Existing Credit Agreement is hereby
amended by replacing the pricing grid set forth in such Section 2.10(b) with the
following pricing grid:

                                   Pricing Tier               Funded Debt Ratio             Facility Fee Rate
                                   ------------               -----------------             -----------------
                                                                                          
                                         I                         <1.75x                         0.2500%

                                        II                  =>1.75 x but <2.75x                   0.2500%

                                       III                  =>2.75 x but<3.25x                    0.2500%

                                        IV                  =>3.25 x but<3.75x                    0.2500%

                                         V                    =>3.75x but<4.25x                   0.3750%

                                        VI                    =>4.25 but <4.75x                   0.5000%

                                       VII                         =>4.75x                        0.5000%

                  SECTION 2. Conditions to Effectiveness of Section 1
Amendments. The amendments set forth in Section 1 of this Amendment shall become
effective only upon the satisfaction of all of the following conditions
precedent on or prior to June 30, 2000 (the date of satisfaction of all such
conditions being referred to as the "Amendment Effective Date"):

                  (a) The Agent shall have received, on behalf of the Banks,
this Amendment, duly executed and delivered by the Company, the General Partner,
Petrolane, each Restricted Subsidiary, the Agent and 100% of the Banks under the
Existing Credit Agreement.

                  (b) The Agent shall have received, on behalf of the Banks,
copies of (i) partnership authorizations for the Company and resolutions of the
board of directors of each of the General Partner, Petrolane and the Restricted
Subsidiaries authorizing and ratifying the transactions contemplated hereby,
certified by the Secretary or an Assistant Secretary of such Person, (ii) the
partnership agreement of the Company, certified by the Secretary or an Assistant
Secretary of the Company and (iii) certified charter documents and good standing
certificates for such Persons from appropriate jurisdictions.

                  (c) The Agent shall have received, on behalf of the Banks and
the Collateral Agent, duly executed (i) amendments to the Mortgages that were
amended in connection with the issuance by the Company of the Series D First
Mortgage Notes, in form and substance reasonably satisfactory to the Collateral
Agent, and (ii) title endorsements or their equivalents, in form and substance
reasonably satisfactory to the Collateral Agent, with respect to the title
insurance policies listed on Schedule I hereto.

                  (d) The Agent shall have received, on behalf of the Banks and
the Collateral Agent, opinions of Morgan, Lewis & Bockius LLP, special counsel
for the Obligors, in substantially the form of Exhibit A hereto.

                                       4
   5

                  (e) The Agent shall have received a certificate from a
Responsible Officer of the Company certifying that (1) all governmental actions
or filings necessary for the execution, delivery and performance of this
Amendment shall have been made, taken or obtained, and no order, statutory rule,
regulation, executive order, decree, judgment or injunction shall have been
enacted, entered, issued, promulgated or enforced by any court or other
governmental entity which prohibits or restricts the transactions contemplated
by this Amendment nor shall any action have been commenced or threatened seeking
any injunction or any restraining or other order to prohibit, restrain,
invalidate or set aside the transactions contemplated by this Amendment and (2)
each of the representations and warranties set forth in this Amendment is true
and correct as of the Amendment Effective Date.

                  (f) The Agent shall have received, for the account of each
Bank, a non-refundable amendment fee in an amount equal to 0.20% of the
Acquisition Commitment of such Bank (without regard to usage). Such fees shall
be fully earned and nonrefundable on the Amendment Effective Date.

                  SECTION 3. The Borrowers' Representations and Warranties. In
order to induce the Banks to enter into this Amendment and to amend the Existing
Credit Agreement in the manner provided in this Amendment, the Company, the
General Partner and Petrolane represent and warrant to each Bank as of the
Amendment Effective Date as follows:

                  (a) Power and Authority. The Company has all requisite
partnership power and authority to enter into this Amendment and to carry out
the transactions contemplated by, and perform its obligations under, the
Existing Credit Agreement as amended by this Amendment (hereafter referred to as
the "Amended Credit Agreement"). The General Partner has all requisite corporate
power and authority to enter into this Amendment in its individual capacity and
in its capacity as the sole general partner of the Company and to carry out the
transactions contemplated by, and perform its obligations under, the Amended
Credit Agreement. Petrolane has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Amended Credit Agreement. Each Restricted
Subsidiary has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations, under the Security Documents.

                  (b) Authorization of Agreements. The execution and delivery of
this Amendment by the Company, the General Partner, Petrolane and each
Restricted Subsidiary and the performance of the Amended Credit Agreement by the
Company, the General Partner and Petrolane have been duly authorized by all
necessary action, and this Amendment has been duly executed and delivered by the
Company, the General Partner, Petrolane and each Restricted Subsidiary.

                  (c) Enforceability. The Amended Credit Agreement constitutes
the legal, valid and binding obligation of the Company, the General Partner and
Petrolane enforceable against the Company, the General Partner and Petrolane in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally.

                                       5
   6

                  (d) No Conflict. The execution, delivery and performance by
each of the Company, the General Partner, Petrolane and the Restricted
Subsidiaries of this Amendment, and the performance by each of the Company, the
General Partner, Petrolane and the Restricted Subsidiaries of the Amended Credit
Agreement do not and 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 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 of the Credit Agreement.

                  (e) Governmental Consents. 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 Amendment by the Company, the General Partner, Petrolane and
the Restricted Subsidiaries.

                  (f) Representations and Warranties in the Credit Agreement.
The Company, General Partner and Petrolane confirm that as of the Amendment
Effective Date, (i) the representations and warranties contained in Article VI
of the Credit Agreement are (before and after giving effect to this Amendment)
true and correct in all material respects (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) with the same effect as if made on and as of the
Amendment Effective Date and (ii) that no Default or Event of Default has
occurred and is continuing.

                  (g) Liens. As of the Amendment Effective Date, there are no
Liens on the General Collateral other than Liens permitted under Section 8.3 of
the Credit Agreement.

                  (h) Subsidiaries. As of the Amendment Effective Date, the
Company has no Restricted Subsidiaries other than AmeriGas Propane Parts &
Service, Inc.

                  SECTION 4. Affirmative Covenant. The Company hereby agrees to
use its best efforts to assist the Collateral Agent in obtaining, as promptly as
practicable, a Direction Notice from the Requisite Percentage in accordance with
Section 3(b) of the Collateral Agency Agreement authorizing the Collateral Agent
to execute the amendments to Mortgages to be delivered by the Company pursuant
to Section 2(c) hereof and Section 4(a) of the Third Amendment to Amended and
Restated Credit Agreement, dated as of March 22, 2000, among the Borrowers, the
Banks and the Agent.

                                       6
   7

                  SECTION 5. Miscellaneous.

                  (a) Reference to and Effect on the Existing Credit Agreement
and the Other Loan Documents.

                  (i) Except as specifically amended by this Amendment and the
documents executed and delivered in connection herewith, the Existing Credit
Agreement and the other Loan Documents shall remain in full force and effect and
are hereby ratified and confirmed. This Amendment shall be a "Loan Document"
under the Credit Agreement.

                  (ii) The execution and delivery of this Amendment and
performance of the Amended Credit Agreement shall not, except as expressly
provided herein, constitute a waiver of any provision of, or operate as a waiver
of any right, power or remedy of the Banks under, the Existing Credit Agreement
or any other Loan Document.

                  (iii) Upon the conditions precedent set forth herein being
satisfied, this Amendment shall be construed as one with the Existing Credit
Agreement, and the Existing Credit Agreement shall, where the context requires,
be read and construed throughout so as to incorporate this Amendment.

                  (b) Fees and Expenses. The Company, the General Partner and
Petrolane acknowledge that all reasonable costs, fees and expenses incurred in
connection with this Amendment will be paid in accordance with Section 11.4 of
the Existing Credit Agreement.

                  (c) Headings. Section and subsection headings in this
Amendment are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  (d) Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                  (e) Governing Law. This Amendment shall be governed by and
construed according to the laws of the State of New York.

                                       7
   8

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.

                                                  
                                                     AMERIGAS PROPANE, L.P., a Delaware limited partnership

                                                     By:      AMERIGAS PROPANE, INC.
                                                     Its:     General Partner

                                                     By:      /s/ Robert W. Krick
                                                        -------------------------
                                                     Name:    Robert W. Krick
                                                     Title:   Treasurer

                                                     AMERIGAS PROPANE, INC.

                                                     By:      /s/ Robert W. Krick
                                                        -------------------------
                                                     Name:    Robert W. Krick
                                                     Title:   Treasurer

                                                     PETROLANE INCORPORATED

                                                     By:      /s/ Robert W. Krick
                                                        -------------------------
                                                     Name:    Robert W. Krick
                                                     Title:   Treasurer

   9

                                      AGENT
                                      -----

                                                  
                                                     BANK OF AMERICA, N.A., as Agent

                                                     By:      /s/ David Price
                                                        -------------------------
                                                     Name:    David Price
                                                          -----------------------
                                                     Title:   Vice President
                                                           ----------------------

   10

                                      BANKS
                                      -----

                                                  
                                                     BANK OF AMERICA, N.A., as a Bank and an Issuing Bank

                                                     By:     /s/ Paul A. Squires
                                                        ---------------------------
                                                     Name:   Paul A. Squires
                                                     Title:  Managing Director

   11

                                                  
                                                     FIRST UNION NATIONAL BANK, as a Bank and as Syndication Agent

                                                     By:      /s/  Joe K. Dancy
                                                        --------------------------
                                                     Name:    Joe K. Dancy
                                                     Title:   Vice President

   12

                                                  
                                                     THE BANK OF NEW YORK

                                                     By:      /s/  Walter C. Parelli
                                                        ----------------------------
                                                     Name:    Walter C. Parelli
                                                     Title:   Vice President

   13

                                                  
                                                     MELLON BANK, N.A.

                                                     By:      /s/  Kristen M. Denning
                                                        -----------------------------

                                                     Name:    Kristen M. Denning
                                                     Title:   Assistant Vice President

   14

                                                  
                                                     ALLFIRST BANK (formerly The First National Bank of Maryland)

                                                     By:      /s/  Jennifer Uricheck
                                                        ----------------------------
                                                     Name:    Jennifer Uricheck
                                                     Title:   Assistant Vice President

   15

                                                  
                                                     FLEET NATIONAL BANK

                                                     By:      /s/  Kristine A. Kasselman
                                                        --------------------------------
                                                     Name:    Kristine A. Kasselman
                                                     Title:   Managing Director

   16

                                                 
                                                     PNC BANK, NATIONAL ASSOCIATION

                                                     By:      /s/  Eric G. Erickson
                                                        ---------------------------
                                                     Name:    Eric G. Erickson
                                                     Title:   Vice President

   17

                                                 
                                                     UNION BANK OF CALIFORNIA, N.A.

                                                     By:      /s/  Dustin Gaspari
                                                        -------------------------
                                                     Name:    Dustin Gaspari
                                                     Title:   Vice President

   18

The undersigned hereby acknowledges and consents to the foregoing Fourth
Amendment to Amended and Restated Credit Agreement, reaffirms the terms of its
Restricted Subsidiary Guarantee in favor of Bank of America, N.A., as Collateral
Agent and acknowledges that such Restricted Subsidiary Guarantee remains in full
force and effect in accordance with its terms.

                                                  
Dated:     June 6, 2000                              AMERIGAS PROPANE PARTS & SERVICE,
      --------------------------------------                INC., as Guarantor

                                                     By:      /s/  Robert W. Krick
                                                        -----------------------------------
                                                     Name:    Robert W. Krick
                                                          ---------------------------------
                                                     Title:   Treasurer
                                                           --------------------------------

   19

                                                                      SCHEDULE I

                                                              AMENDED                         TITLE POLICY
                    ADDRESS                                   MORTGAGE                         ENDORSEMENT
- ----------------------------------------------------------------------------------------------------------------------
                                                                              
Dysart Road, Bumstead,                           Recorded 3/27/98                   Policy #137-00-003-314
     Maricopa County, AZ*                        Instrument #98-0241615             Dated 3/27/98
- ----------------------------------------------------------------------------------------------------------------------
2110 N. Gaffey Street, San Pedro,                                                   Policy #137-00-005-303
     Los Angeles County, CA*                     N/A                                Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
2675 N. Temple Avenue, Signal Hill,                                                 Policy #135-00-538-760
     Los Angeles County, CA                      N/A                                Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
16800 South Main Street, Carson,                                                    Policy #135-00-538-761
     Los Angeles County, CA                      N/A                                Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
9808 Cherry Avenue, Fontana,                                                        Policy #82-03-134-439
     San Bernardino County, CA                   N/A                                Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
295 E. Virginia Street, San Jose,                                                   Policy #135-00-525-911
     Santa Clara County, CA                      N/A                                Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
232 Mt. Hermon Road, Scotts Valley,                                                 Policy #112-00-398-650
     Santa Cruz County, CA                       N/A                                Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
52 Lower Bartlett Road, Waterford,               Recorded 9/29/97                   Policy #112-00-689253
     New London County, CT                       Vol. 0473 Page 0132                Dated 9/29/97
- ----------------------------------------------------------------------------------------------------------------------
10052 N.W. 89th Avenue, Medley,                  Recorded 10/2/97                   Policy #82-02-875613
     Miami - Dade County, FL                     17814 Page 0674                    Dated 5/11/98
                                                 Instrument #97R448821
- ----------------------------------------------------------------------------------------------------------------------
1830 East 3rd Street, Panama City,               Recorded 10/23/97                  Policy #82-01-853324
     Bay County, FL*                             Book 1744 Page 1765
                                                 File #97049929
- ----------------------------------------------------------------------------------------------------------------------
2715 Woodwin Road, Doraville,                    Recorded 9/29/97                   Policy #112-00-273266
     DeKalb County, GA                           Book 9634 Page 143                 Dated 11/25/97
- ----------------------------------------------------------------------------------------------------------------------
Lot 2999, Honolulu,                              N/A                                Policy #T107-42270
     Honolulu County, HI                                                            Dated 9/15/97
- ----------------------------------------------------------------------------------------------------------------------
Lot 53 of "THE MILLYARD                                                             File No. 220408
     SUBDIVISION", Halieu (Maui),                                                   Dated 9/15/97
     Maui County, HI                             N/A
- ----------------------------------------------------------------------------------------------------------------------
3501 South Cicero Avenue, Cicero,                N/A                                Policy #112-00-737438
     Cook County, IL                                                                Dated 6/21/95
- ----------------------------------------------------------------------------------------------------------------------
2801 East 175th Street, Lansing,                 N/A                                Policy #112-00-737439
     Cook County, IL                                                                Dated 6/21/95
- ----------------------------------------------------------------------------------------------------------------------
522 South Vermont Street, Palatine,              N/A                                Policy #112-00-737440
     Cook County, IL                                                                Dated 6/21/95
- ----------------------------------------------------------------------------------------------------------------------
6300 Cliffdale Road, Fayetteville,               N/A                                Policy 112-00-838604
     Cumberland County, NC                                                          Dated 9/25/97
- ----------------------------------------------------------------------------------------------------------------------

   20

                                                                      SCHEDULE I

- ----------------------------------------------------------------------------------------------------------------------
                                                                              
Route 206, Bordentown,                           Recorded 10/1/97                   Policy #112-02-239349
     Burlington County, NJ                       MB6976 Page 273                    Dated 10/1/97
- ----------------------------------------------------------------------------------------------------------------------
145 West Main Street, Route 24,                  Recorded 10/1/97                   Policy #112-02-239350
    Chester, Morris County, NJ                   MB7212 Page 47                     Dated 5/5/98
- ----------------------------------------------------------------------------------------------------------------------

   21

                                                                       EXHIBIT A

                    [FORM OF OPINION OF COUNSEL TO BORROWERS]

                                [TO BE PROVIDED.]
   1
                                                                   EXHIBIT 10.5

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

                             AMERIGAS PROPANE, L.P.
                             AMERIGAS PROPANE, INC.

                                  $80,000,000
                         First Mortgage Notes, Series E

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

                                 NOTE AGREEMENT

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

                           Dated as of March 15, 2000

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

   2

                               TABLE OF CONTENTS

                                                                                                PAGE
                                                                                             
ARTICLE I              AUTHORIZATION OF NOTES......................................................1

  Section 1.1.         Authorization of Notes......................................................1
  Section 1.2.         Security for the Notes......................................................2
  Section 1.3.         Release of Liens on General Collateral......................................2

ARTICLE II             SALE AND PURCHASE OF NOTES..................................................3

ARTICLE III            CLOSING.....................................................................3

ARTICLE IV             CONDITIONS TO CLOSING.......................................................3

  Section 4.1.         Representations and Warranties..............................................4
  Section 4.2.         Performance; No Default.....................................................4
  Section 4.3.         Compliance Certificates.....................................................4
  Section 4.4.         Opinions of Counsel.........................................................4
  Section 4.5.         Legal Investment............................................................5
  Section 4.6.         Intercreditor Agreement.....................................................5
  Section 4.7.         Other Security Documents....................................................5
  Section 4.8.         Recordation; Taxes, etc.....................................................6
  Section 4.9.         Operative Agreements........................................................6
  Section 4.10.        Sale of Other Notes.........................................................6
  Section 4.11.        Rating......................................................................6
  Section 4.12.        Insurance Broker's Certificate..............................................7
  Section 4.13.        Payment of Closing Fees.....................................................7
  Section 4.14.        Private Placement Number....................................................7
  Section 4.15.        Amendment to Note Agreements................................................7
  Section 4.16.        Other Agreements............................................................7
  Section 4.17.        Changes in Corporate Structure..............................................7
  Section 4.18.        Funding Instructions........................................................7
  Section 4.19.        Proprietary Software........................................................7
  Section 4.20.        Proceedings and Documents...................................................8

ARTICLE V              REPRESENTATIONS AND WARRANTIES, ETC. OF THE OBLIGORS........................8

  Section 5.1.         Organization, Standing, etc.................................................8
  Section 5.2.         Partnership Interests; Subsidiaries.........................................8
  Section 5.3.         Qualification; Authorization, Etc...........................................9
  Section 5.4.         Business; Financial Statements..............................................9
  Section 5.5.         Changes, etc...............................................................10
  Section 5.6.         Tax Returns and Payments...................................................10
  Section 5.7.         Indebtedness...............................................................10

                                      -i-

   3

                                                                                             
  Section 5.8.         Transfer of Assets and Business............................................10
  Section 5.9.         Litigation, etc............................................................12
  Section 5.10.        Compliance with Other Instruments, etc.....................................12
  Section 5.11.        Governmental Consent.......................................................12
  Section 5.12.        Offer of Notes.............................................................13
  Section 5.13.        Use of Proceeds............................................................13
  Section 5.14.        Federal Reserve Regulations................................................13
  Section 5.15.        Investment Company Act.....................................................13
  Section 5.16.        Public Utility Holding Company Act.........................................13
  Section 5.17.        ERISA......................................................................14
  Section 5.18.        Environmental Matters......................................................14
  Section 5.19.        Foreign Assets Control Regulations, etc....................................14
  Section 5.20.        Disclosure.................................................................16
  Section 5.21.        Chief Executive Office.....................................................16
  Section 5.22.        No Government Proceedings; No Options......................................16
  Section 5.23.        Insurance..................................................................17
  Section 5.24.        Status of the Mortgaged Properties.........................................17
  Section 5.25.        Matters Relating to the General Partner....................................17

ARTICLE VI             PURCHASER'S REPRESENTATIONS................................................17

  Section 6.1.         Securities Act.............................................................17
  Section 6.2.         ERISA Matters..............................................................18
  Section 6.3.         Status of Purchaser........................................................19

ARTICLE VII            ACCOUNTING; FINANCIAL STATEMENTS AND OTHER INFORMATION.....................19

ARTICLE VIII           INSPECTION; CONFIDENTIALITY................................................24

  Section 8.1.         Inspection.................................................................24
  Section 8.2.         Confidentiality............................................................24

ARTICLE IX             PREPAYMENT OF NOTES........................................................25

  Section 9.1.         No Required Prepayments of the Notes.......................................25
  Section 9.2.         Optional Prepayments of the Notes with Make Whole Amount...................26
  Section 9.3.         Contingent Prepayments on Disposition of Assets; Prepayments on Taking
                           or Destruction.........................................................26

  Section 9.4.         Prepayment Procedure for Excess Sale Proceeds and Excess Taking Proceeds...26
  Section 9.5.         Notice of Optional Prepayments; Officers' Certificate......................28
  Section 9.6.         Allocation of Partial Prepayments..........................................28
  Section 9.7.         Maturity; Surrender, etc...................................................28
  Section 9.8.         Acquisition of Notes.......................................................29
  Section 9.9.         Change of Control..........................................................29

                                      -ii-

   4

                                                                                             
ARTICLE X              BUSINESS AND FINANCIAL COVENANTS OF THE OBLIGORS...........................31

  Section 10.1.        Indebtedness...............................................................31
  Section 10.2.        Liens, etc.................................................................33
  Section 10.3.        Investments, Guaranties, etc...............................................37
  Section 10.4.        Restricted Payments........................................................39
  Section 10.5.        Transactions with Affiliates...............................................39
  Section 10.6.        Subsidiary Stock and Indebtedness..........................................39
  Section 10.7.        Consolidation, Merger, Sale of Assets, etc.................................40
  Section 10.8.        Partnership or Corporate Existence, etc.; Business; Compliance with Laws...41
  Section 10.9.        Payment of Taxes and Claims................................................45
  Section 10.10.       Compliance with ERISA......................................................45
  Section 10.11.       Maintenance of Properties; Insurance; Environmental Laws...................45
  Section 10.12.       Operative Agreements.......................................................46
  Section 10.13.       Chief Executive Office.....................................................47
  Section 10.14.       Subsidiary Guarantors......................................................47
  Section 10.15.       New Mortgages; Conveyance Agreements.......................................47
  Section 10.16.       Further Assurances.........................................................47
  Section 10.17.       Covenant to Secure Notes Equally...........................................48
  Section 10.18.       Information Required by Rule 144A..........................................48
  Section 10.19.       Limitation on Sales of Receivables.........................................49
  Section 10.20.       No Action Requiring Registration...........................................49
  Section 10.21.       Designations With Respect to Subsidiaries..................................49
  Section 10.22.       Covenants of the General Partner...........................................50

ARTICLE XI             EVENTS OF DEFAULT; ACCELERATION............................................51

ARTICLE XII            REMEDIES ON DEFAULT; RECOURSE, ETC.........................................55

ARTICLE XIII           DEFINITIONS................................................................55

  Section 13.1.        General Definitions........................................................55
  Section 13.2.        Accounting Terms And Determination.........................................75

ARTICLE XIV            REGISTRATION, TRANSFER AND SUBSTITUTION OF NOTES...........................76

  Section 14.1.        Note Register; Ownership of Notes..........................................76
  Section 14.2.        Transfer and Exchange of Notes.............................................76
  Section 14.3.        Replacement of Notes.......................................................77
  Section 14.4.        Notes Held by the Obligors, etc., Deemed Not Outstanding...................77
  Section 14.5.        Transferee Obligations.....................................................77

ARTICLE XV             PAYMENTS ON NOTES..........................................................77

  Section 15.1.        Place of Payment...........................................................77
  Section 15.2.        Home Office Payment........................................................78
  Section 15.3.        Payment in Full............................................................78

                                     -iii-

   5

                                                                                             
ARTICLE XVI            EXPENSES AND INDEMNIFICATION, ETC..........................................78

  Section 16.1.        Expenses...................................................................78
  Section 16.2.        Costs of Collection........................................................79
  Section 16.3.        Indemnification............................................................79
  Section 16.4.        Survival...................................................................79

ARTICLE XVII           SURVIVAL OF REPRESENTATIONS AND WARRANTIES.................................80

ARTICLE XVIII          AMENDMENTS AND WAIVERS.....................................................80

  Section 18.1.        Generally..................................................................80
  Section 18.2.        Corporate Transaction......................................................80

ARTICLE XIX            NOTICES, ETC...............................................................81

ARTICLE XX             SUBSTITUTION OF PURCHASER..................................................81

ARTICLE XXI            MISCELLANEOUS..............................................................82

  Section 21.1.        Successors and Assigns.....................................................82
  Section 21.2.        Entire Agreement...........................................................82
  Section 21.3.        Descriptive Headings.......................................................82
  Section 21.4.        Counterparts...............................................................82
  Section 21.5.        Governing Law; Waiver of Jury Trial........................................82
  Section 21.6.        Payments Due on Non-Business Days..........................................82
  Section 21.7.        Satisfaction Requirement...................................................83
  Section 21.8.        Severability...............................................................83
  Section 21.9.        Consent to Jurisdiction; Service of Process................................83

                                      -iv-

   6

                          
Schedule I             --     Schedule of Purchasers
Schedule II            --     Purchasers Payment and Notice Information
Schedule 4.17          --     Changes in Corporate Structure
Schedule 5.2           --     Subsidiaries
Schedule 5.3           --     List of Foreign Qualification to do Business
Schedule 5.4           --     List of Financial Statements
Schedule 5.7           --     Existing Indebtedness
Schedule 5.8(a)        --     List of Certain Consents
Schedule 5.8(b)        --     List of Counties where Assets are Located and List of Mortgaged Properties
Schedule 5.8(c)        --     Certain Assets
Schedule 5.8(d)        --     Assets Excluded from the General Collateral
Schedule 5.8(e)        --     Specified Mortgage
Schedule 5.9           --     Litigation
Schedule 5.13          --     Use of Proceeds
Schedule 5.18          --     Environmental Matters
Schedule 5.22(a)       --     Government Proceedings
Schedule 5.22(b)       --     Options
Schedule 10.2          --     Existing Liens

Exhibit A       --    Form of Series E Note
Exhibit B1      --    Form of Officers' Certificate of the Obligors
Exhibit B2      --    Form of Officers' Certificate of each Subsidiary of the Obligors
Exhibit C1      --    Form of Opinion of Special Counsel to the Obligors
Exhibit C2      --    Form of Opinion of Special Counsel to the Purchasers
Exhibit D       --    Form of Intercreditor Agreement
Exhibit E-1     --    Form of Mortgage, Deed of Trust, Assignment of Leases and Rents, Security Agreement,
                      Financing Statement and Fixture Filing

Exhibit E-2     --    Form of Deed of Trust, Assignment of Lease and Rents, Security Agreement, Financing
                      Statement and Fixture Filing

Exhibit F       --    Form of General Security Agreement
Exhibit G       --    Form of Subsidiary Guarantee
Exhibit H       --    Form of Subsidiary Security Agreement
Exhibit I-1     --    Form of Fourth Amendment  to 1995 Note Agreement
Exhibit I-2     --    Form of First Amendment to 1999 Note Agreement
Exhibit J       --    Form of Subordination Provisions
Exhibit K       --    Form of Transfer Letter

                                      -v-

   7

                             AMERIGAS PROPANE, L.P.
                             AMERIGAS PROPANE, INC.
                              460 North Gulph Road
                           King of Prussia, PA 19460

                         FIRST MORTGAGE NOTES, SERIES E

                                                     Dated as of March 15, 2000

TO THE PURCHASER LISTED
   IN THE ATTACHED SCHEDULE I
   WHO IS A SIGNATORY HERETO

Dear Purchaser:

         AmeriGas Propane, L.P., a Delaware limited partnership (the
"Company"), is engaged in the business of wholesale and retail sales,
distribution and storage of propane gas and related petroleum derivative
products and the retail sale and distribution of propane related supplies and
equipment, including home appliances (the "Business"). AmeriGas Propane, Inc.,
a Pennsylvania corporation (the "General Partner") is the sole general partner
of the Company, owning a 1.0101% general partnership interest in the Company
and AmeriGas Partners, L.P., a Delaware limited partnership (the "Public
Partnership"), is the sole limited partner of the Company, owning a 98.9899%
limited partnership interest in the Company.

         Accordingly, in consideration of the premises and agreements
hereinafter set forth, and intending to be legally bound hereby, the Company
and the General Partner hereby agree with you as follows:

                                   ARTICLE I

                             AUTHORIZATION OF NOTES

      Section 1.1.  Authorization of Notes. The Company and the General Partner
will authorize the issue and sale of $80,000,000 aggregate principal amount of
their First Mortgage Notes in respect of which the Company and the General
Partner will be joint and several obligors (the "Notes," such term to include
any Notes issued in substitution therefor or replacement thereof pursuant to
ARTICLE XIV). The Company and the General Partner are herein collectively
referred to as the "Obligors" and each individually as an "Obligor." The Notes
shall be issued in a single series maturing and bearing interest as follows:

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       Series                Annual            Principal            Maturity
     Designation         Interest Rate           Amount               Date
                                                        
      Series E               8.50%             $80,000,000        July 1, 2010

The Notes shall be substantially in the form of EXHIBIT A with such changes
therein, if any, as may be approved by you and the Obligors. Certain
capitalized terms used in this Agreement are defined in ARTICLE XIII;
references to a "Section" or a "Schedule" or an "Exhibit" are, unless otherwise
specified, to a Section of this Agreement or to a Schedule or an Exhibit
attached to this Agreement.

      Section 1.2.  Security for the Notes. Subject to the terms of SECTIONS
1.3, 10.14, 10.15 and 10.16, the Notes will be entitled to the benefit of the
following contracts and agreements:

             (a)    the Mortgages covering the Mortgaged Property located in
      the counties listed in SCHEDULE 5.8(b) made by the Company in favor of
      the Collateral Agent, as the same may be amended, supplemented or
      modified from time to time;

             (b)    the General Security Agreement made by the Company in favor
      of the Collateral Agent, as the same may be further amended, supplemented
      or otherwise modified from time to time;

             (c)    the Subsidiary Guarantee of each Restricted Subsidiary as
      the same may be further amended, supplemented or otherwise modified from
      time to time;

             (d)    the Subsidiary Security Agreement of each Restricted
      Subsidiary as the same may be further amended, supplemented or otherwise
      modified from time to time.

Enforcement of the rights and benefits in respect of such Security Documents
and the allocation of proceeds thereof will be subject to an Intercreditor
Agreement dated the date of the 1995 Closing, as amended, in the form of
EXHIBIT D.

      Section 1.3.  Release of Liens on General Collateral. (a) The holders of
the Notes acknowledge and agree that such holders will discharge or release the
Liens created by the Security Documents pursuant to the request of the
Obligors, provided that (i) all other holders of Parity Debt simultaneously
release and discharge, in the same manner and to the same extent, the Liens of
the Security Documents, (ii) any such release and discharge shall be expressly
conditioned upon the requirement that in the event the Liens of the Security
Documents for any reason whatsoever re-attach for the benefit of the holders of
Parity Debt, then the Liens of the Security Documents shall ipso facto again
secure the holder of the Notes on an equal and pro rata basis, and (iii) at the
time of such discharge or release, no Default or Event of Default exists; and
provided, further, that notwithstanding any such release and discharge, the
Company shall be permitted to incur or have outstanding (A) Indebtedness under
a new or existing Revolving Credit Facility secured by Inventory and/or
Receivables (as each such term is defined in the UCC) of the Company, if, the
maximum amount of such secured Indebtedness does not exceed

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$100,000,000 (notwithstanding that the aggregate amount of Indebtedness
outstanding under the new or existing Revolving Credit Facility may exceed
$100,000,000) and (B) any other Indebtedness which is secured within the
limitations of SECTION 10.2.

      (b)    It is understood and agreed by the Obligors and the holders of the
Notes that from and after the date of the complete release of the Lien of the
Security Documents, neither the General Collateral nor any part or portion
thereof shall thereafter be subjected to any Lien except a Lien created or
incurred within the limitations provided in SECTION 10.2.

                                   ARTICLE II

                           SALE AND PURCHASE OF NOTES

      Subject to the terms and conditions of this Agreement, the Obligors will
issue and sell to you and you will purchase from the Obligors, at the Closing
provided for in ARTICLE III, Notes in the principal amounts specified opposite
your name in SCHEDULE I, at the purchase price specified in SCHEDULE I.
Contemporaneously with entering into this Agreement, the Obligors are entering
into identical Note Agreements (the "Other Agreements") with each of the other
purchasers named in SCHEDULE I (the "Other Purchasers"), providing for the sale
to each Other Purchaser, at the Closing, of Notes in the principal amounts
specified opposite its name in SCHEDULE I. The sale of Notes to you and the
Other Purchasers are to be separate sales, and this Agreement and the Other
Agreements constitute separate agreements.

                                  ARTICLE III

                                    CLOSING

      The sale of the Notes to you and the Other Purchasers shall take place at
the offices of Morgan, Lewis & Bockius, LLP, 101 Park Avenue, New York, NY
10178, at 10:00 a.m., New York, New York time, at a closing (the "Closing") on
March 30, 2000. At the Closing, the Obligors will deliver to you Notes in the
principal amounts to be purchased by you, in the form of a single Note (or such
greater number of Notes as you may request by notice delivered to the Obligors
not less than three Business Days prior to the Closing), each dated the date of
the Closing and registered in your name (or in the name of your nominee as
indicated in SCHEDULE II), against payment of the purchase price therefor (in
the manner specified in SCHEDULE I), on the date of the Closing.

                                   ARTICLE IV

                             CONDITIONS TO CLOSING

      Your obligation to purchase and pay for the Notes to be issued and sold
to you at the Closing is subject to the fulfillment, prior to or at the
Closing, or waiver by you, of the following conditions:

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      Section 4.1.  Representations and Warranties. The representations and
warranties of each Obligor and its Affiliates contained in this Agreement, the
other Financing Documents, the Operative Agreements, the Memorandum and those
otherwise made in writing by or on behalf of the Obligors or any Affiliate of
the Obligors pursuant to this Agreement or the other Financing Documents, shall
be true and correct in all material respects when made and at the time of the
Closing as though made at the time of Closing, except 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.

      Section 4.2.  Performance; No Default. Each Obligor and its Affiliates
shall have performed and complied in all material respects with all agreements
and covenants contained in this Agreement, any other Financing Document or any
Operative Agreement required to be performed or complied with by it prior to or
at the Closing, and at the time of the Closing no Default or Event of Default
or default by any Obligor or any Affiliate thereof under any Operative
Agreement shall have occurred and be continuing. Neither the Company, the
General Partner or any Subsidiary shall have entered into any transactions
since the date of the Memorandum that would have been prohibited by ARTICLE X
had such Section applied since such date except as contemplated by this
Agreement.

      Section 4.3.  Compliance Certificates. (a) You shall have received (1) an
Officers' Certificate of each Obligor, dated the date of the Closing and in
substantially the form of EXHIBIT B1, which shall, inter alia, demonstrate that
the issuance of the Notes is in compliance with the terms of the 1995 Note
Agreement and the 1999 Note Agreement, and (2) an Officers' Certificate of each
Restricted Subsidiary, dated the date of the Closing and in substantially the
form of EXHIBIT B2.

      (b)   Secretary's Certificate. The General Partner shall have delivered
to you a certificate certifying as to the resolutions attached thereto and any
other corporate or partnership proceedings relating to the authorization,
execution and delivery of the Notes and this Agreement and the Other
Agreements.

      Section 4.4.  Opinions of Counsel. You shall have received favorable
opinions from (a) Morgan, Lewis & Bockius, special counsel for the Obligors and
their respective Affiliates, substantially in the form of EXHIBIT C1, and (b)
Chapman and Cutler, your special counsel in connection with the transactions
contemplated by this Agreement, substantially in the form of EXHIBIT C2, each
addressed to you and dated the date of the Closing. Each Obligor hereby directs
its counsel referred to in clause (a) of this SECTION 4.4, to deliver to you
such opinions to be delivered by it pursuant to this SECTION 4.4 and authorizes
you to rely thereon.

      Section 4.5.  Legal Investment. On the date of the Closing your purchase
of Notes shall (a) be permitted by the laws and regulations of each
jurisdiction to which your investments are subject, but without recourse to
provisions (such as Section 1404(b) or 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies in securities not
otherwise legally eligible for investment and (b) not violate any applicable
law or regulation (including, without limitation, Regulation U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject you to
any tax, penalty or liability under or pursuant to any

                                      -4-

   11

applicable law or regulation, which law or regulation was not in effect on the
date hereof. If requested by you by adequate prior written request to the
Obligors, you shall have received, at least five Business Days prior to the
Closing, an Officers' Certificate of each Obligor certifying as to such matters
of fact as you may reasonably specify to enable you to determine whether such
purchase is so permitted.

      Section 4.6.  Intercreditor Agreement. The Intercreditor Agreement shall
be in full force and effect and shall constitute the legal, valid and binding
obligation of all the parties thereto including, without limitation, the
execution by you and the Other Purchasers of all necessary supplements thereto.

      Section 4.7.  Other Security Documents. The Company shall have duly
authorized, executed, acknowledged (where necessary) and delivered (x)
Mortgages covering the Mortgaged Property located in the counties listed in
SCHEDULE 5.8(b), together with proper financing statements (Form UCC-1) under
the Uniform Commercial Code of all jurisdictions as may be necessary, or in the
opinion of your counsel desirable, to perfect (under the Uniform Commercial
Code in such jurisdictions) the Liens created by such Mortgages and (y) a
general security agreement (the "General Security Agreement") in the form of
EXHIBIT F, together with proper financing statements (Form UCC-1 or any other
form that may be required by any jurisdiction) under the Uniform Commercial
Code of all jurisdictions as may be necessary, or in the opinion of your
counsel desirable, to perfect the Liens created by such General Security
Agreement (including without limitation the Lien on the License Agreements).
Each Restricted Subsidiary shall have duly authorized, executed and delivered
(x) the subsidiary guarantee (the "Subsidiary Guarantee") in the form of
EXHIBIT G and (y) the subsidiary security agreement (the "Subsidiary Security
Agreement") in the form of EXHIBIT H, together with proper financing statements
(Form UCC-1 or any other form that may be required by any jurisdiction) under
the Uniform Commercial Code of all jurisdictions as may be necessary, or in the
opinion of your counsel desirable, to perfect the Liens created by such
Subsidiary Security Agreement. Each such Mortgage, or amendment thereto, shall
be in full force and effect and shall (a) constitute the legal, valid and
binding obligation of the Company and (b) when recorded pursuant to SECTION
4.8, (i) constitute a valid first mortgage lien of record on the Mortgaged
Property thereunder, subject only to the Liens permitted by SECTION 10.2, and
(ii) constitute a valid assignment for collateral purposes of, and create a
valid, presently effective security interest of record in, the equipment and
all other interests (other than real property interests) described therein,
subject only to the Liens permitted by SECTION 10.2. The General Security
Agreement, or amendment thereto, shall be in full force and effect and shall
constitute a valid assignment for collateral purposes of, and create a valid,
presently effective security interest of record in, the property constituting
the collateral thereunder, subject only to the Liens permitted by SECTION 10.2.
The Subsidiary Guarantee, or amendment thereto, shall be in full force and
effect and shall constitute a valid guaranty of the obligations described
therein and the Subsidiary Security Agreement, or amendment thereto shall be in
full force and effect and shall constitute a valid assignment for collateral
purposes of, and create a valid, presently effective security interest of
record in, the property constituting the collateral thereunder, subject only to
the Liens permitted by SECTION 10.2.

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   12

      Section 4.8.  Recordation; Taxes, etc. The Conveyance Agreements referred
to in clause (b) of the definition of such term and the Security Documents, or
any amendments thereto (other than the Intercreditor Agreement), or proper
notices, statements or other instruments in respect thereof, covering all or
substantially all of the Assets located in the counties listed in SCHEDULE
5.8(b) covered by such Conveyance Agreements and Security Documents, shall have
been duly recorded, published, registered and filed, and all other actions
deemed necessary by your special counsel shall have been duly performed or
taken, in such manner and in such places as is required by applicable law (a)
to convey to the Company record and beneficial ownership of the Assets located
in such counties purported to be conveyed by such Conveyance Agreements and (b)
to establish, and, if applicable, perfect, subject to the Liens permitted by
SECTION 10.2, liens and security interests purported to be, and to the full
extent, granted by each of the Security Documents to the Collateral Agent with
respect to the Assets located in such counties for the benefit of the holders
of the Notes and their respective successors and assigns, and all taxes, fees
and other governmental charges then due in connection with the execution,
delivery, recording, publishing, registration and filing of such documents or
instruments and the issuance, sale and delivery of the Notes under this
Agreement and the Other Agreements shall have been paid in full.

      Section 4.9.  Operative Agreements. The Operative Agreements shall have
been duly authorized, executed and delivered by the respective parties thereto
substantially in the form previously provided to you (other than those referred
to in clause (b) of the definition of Conveyance Agreements), shall be in full
force and effect, and shall constitute the legal, valid and binding obligations
of the respective parties thereto, and no default (except for waived defaults
disclosed in the Officers' Certificate of the Company delivered pursuant to
SECTION 4.3) or accrued right of termination on the part of any of the parties
thereto shall exist thereunder as of the date of the Closing, and you and the
Collateral Agent shall have received a fully executed original, or a true and
correct copy, of each Operative Agreement.

      Section 4.10. Sale of Other Notes.  Contemporaneously with the Closing,
the Obligors shall sell to the Other Purchasers the Notes to be purchased by
them at the Closing as set forth in SCHEDULE I.

      Section 4.11. Rating.  Prior to the Closing, the Notes shall have
received a rating of "BBB" or better from Fitch Investors Service, Inc.

      Section 4.12. Insurance Broker's Certificate. Insurance complying with
the provisions of Sections 20 and 21 of the Intercreditor Agreement shall be in
full force and effect and you, the Other Purchasers and the Collateral Agent
shall have received a certificate to that effect from AON or such other
independent insurance brokers or consultants as shall be reasonably
satisfactory to you, dated the date of the Closing.

      Section 4.13. Payment of Closing Fees. The Company shall have paid the
fees and disbursements of your special counsel required by ARTICLE XVI to be
paid by the Company on the date of the Closing.

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      Section 4.14. Private Placement Number. The Obligors shall have obtained
for the Notes a Private Placement Number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners).

      Section 4.15. Amendment to Note Agreements.  (a) The Company shall have
delivered to you a true and complete copy of the Fourth Amendment to the 1995
Note Agreement in the form of EXHIBIT I-1.

       (b)   The Company shall have delivered to you a true and correct copy of
the First Amendment to the 1999 Note Agreement in the form of EXHIBIT I-2.

      Section 4.16. Other Agreements.  The Company shall have delivered to you
a true and complete copy of the License Agreements and the Credit Agreement.

      Section 4.17. Changes in Corporate Structure. Except as set forth on
SCHEDULE 4.17, the Company shall not have changed its jurisdiction of formation
or been a party to any merger or consolidation and shall not have succeeded to
all or any substantial part of the liabilities of any other entity, at any time
following the date of the most recent financial statements referred to in
SCHEDULE 5.4.

      Section 4.18. Funding Instructions. At least three Business Days prior to
the date of the Closing, you shall have received written instructions executed
by a Responsible Officer of the General Partner directing the manner of the
payment of funds and setting forth (a) the name and address of the transferee
bank, (b) such transferee bank's ABA number, (c) the account name and number
into which the purchase price for the Notes is to be deposited, and (d) the
name and telephone number of the account representative responsible for
verifying receipt of such funds.

      Section 4.19. Proprietary Software. You shall have received evidence that
the FAST and Stars I and II proprietary software systems have been registered
in the United States Copyright Office.

      Section 4.20. Proceedings and Documents. All proceedings in connection
with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be reasonably satisfactory to
you and your special counsel, and you and your special counsel shall have
received such additional certificates and all such counterpart originals or
certified or other copies of such documents as you or they may reasonably
request.

                                   ARTICLE V

              REPRESENTATIONS AND WARRANTIES, ETC. OF THE OBLIGORS

      Each of the Company and the General Partner represents and warrants to
you as set forth below in SECTIONS 5.1 through 5.25.

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   14

      Section 5.1.  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 as described in the Memorandum, to enter into this Agreement and such
other Financing Documents and Operative Agreements to which it is a party, to
issue and sell the Notes and to carry out the terms of this Agreement, the
Notes and such other Financing Documents and Operative Agreements. 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, the Notes and such other Financing Documents and
Operative Agreements to which the Company or the General Partner is a party.
Each Restricted Subsidiary of the Company 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) and to execute and deliver the Security Documents and Operative
Agreements to which such Subsidiary is a party.

      Section 5.2.  Partnership Interests; Subsidiaries. (a) The sole general
partner of the Company is the General Partner, which owns a 1.0101% general
partnership interest in the Company. On the date of the Closing (i) the only
limited partner of the Company is the Public Partnership, which owns a 98.9899%
limited partnership interest in the Company, and (ii) the Company does not have
any partners other than the General Partner and the Public Partnership.

       (b)   The Company does not have any Subsidiary other than as set forth
on SCHEDULE 5.2 or any Investments in any Person (other than as set forth on
SCHEDULE 5.2 or Investments of the types described in SECTION 10.3(a)).

       (c)   All of the outstanding shares of capital stock or similar equity
interests of each Restricted Subsidiary shown in SCHEDULE 5.2 as being owned by
the Company and its Restricted Subsidiaries have been validly issued, are fully
paid and nonassessable and are owned by the Company or another Restricted
Subsidiary free and clear of any Lien (except as otherwise disclosed in
SCHEDULE 5.2).

      Section 5.3.  Qualification; Authorization, Etc. 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 Company's
Subsidiaries and the General Partner is qualified or registered and is in good
standing as a foreign corporation for the transaction of business, in the
states listed in SCHEDULE 5.3, 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 and in
which the failure so to qualify or to be so registered would have a Material
Adverse Effect. Each of the Company and the General Partner has taken all

                                      -8-

   15

necessary partnership action or corporate action, as the case may be, to
authorize the execution, delivery and performance by it of this Agreement, the
Notes and each of the Operative Agreements and other Financing Documents to
which it is a party. Each Subsidiary of the Company has taken all necessary
corporate action to authorize the execution, delivery and performance by it of
each of the Operative Agreements and Security Documents to which it is a party.
Each of the Company and the General Partner has duly executed and delivered
each of this Agreement, the Notes and the Operative Agreements and other
Financing Documents to which it is a party, and each of them constitutes the
Company's or the General Partner'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 Subsidiary of the
Company has duly executed and delivered each of the Operative Agreements and
Security Documents to which it is a party, and each of them constitutes such
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.

      Section 5.4.  Business; Financial Statements. (a) The Company, through
its agent, Salomon Smith Barney Inc., has delivered to you and each Other
Purchaser a copy of an Offering Memorandum, dated March 8, 2000, together with
the Offering Memorandum Supplement dated March 10, 2000 (collectively, the
"Memorandum"), relating to the transactions contemplated hereby.

       (b)   The Company has delivered to you and each of the Other Purchasers
copies of the financial statements of the Company and its Subsidiaries listed
on SCHEDULE 5.4. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the
respective dates specified in such financial statements and the consolidated
results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments).

      Section 5.5.  Changes, etc. Except as contemplated by this Agreement, the
other Financing Documents or the Memorandum, since September 30, 1999, (a) none
of the Company, the General Partner or any of their respective 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) 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.

      Section 5.6.  Tax Returns and Payments. Each of the Company, the General
Partner, and their respective Subsidiaries has filed all material tax returns
required by law to be filed by it or has properly filed for extensions of time
for the filing thereof, and has paid all material taxes, assessments and other
governmental charges levied upon it or any of its properties, assets, income or
franchises which are shown to be due on such returns, other than those which
are not past due or are presently being contested in good faith by appropriate
proceedings diligently conducted for which such reserves or other appropriate
provisions, if any, as shall be required by GAAP have been made. The Company is
a limited partnership not subject to taxation with respect to its income or
gross receipts under applicable state (other than Hawaii, Illinois,

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   16

Michigan, New Hampshire, Wisconsin and Tennessee) laws and is treated as a
pass-through entity for U.S. federal income tax purposes.

      Section 5.7.  Indebtedness. Other than the Indebtedness represented by
the Notes, and the Indebtedness of the General Partner and its Restricted
Subsidiaries set forth in SCHEDULE 5.7 (which Indebtedness will remain
outstanding, except as otherwise indicated in SCHEDULE 5.7) none of the
Company, its Restricted Subsidiaries or the General Partner has any secured or
unsecured Indebtedness outstanding. No instrument or agreement to which the
Company or any of its or any of its Restricted Subsidiaries is a party or by
which the Company or any such Restricted Subsidiary is bound (other than this
Agreement, the 1995 Note Agreement, the Credit Agreement, the 1999 Note
Agreement, and other than as indicated in SCHEDULE 5.7) will contain any
restriction on the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness.

      Section 5.8.  Transfer of Assets and Business. (a) Except as set forth in
SCHEDULE 5.8(a), each of the General Partner, the Company and its Restricted
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 pursuant to 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, the Company and its Restricted 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 date of the Closing, 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 5.8(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. To the best knowledge of the Company, no product
of the Company or any of its Restricted Subsidiaries infringes in any material
respect any license, permit, franchise, authorization, patent, copyright,
service mark, trademark, trade name or other right owned by any other Person.
To the best knowledge of the Company, there is no material violation by any
Person of any right of the Company or any of its Restricted Subsidiaries with
respect to any patent, copyright, service mark, trademark, trade name or other
right owned or used by the Company or any of its Restricted Subsidiaries.

      (b)    On the date hereof the Company and its Restricted Subsidiaries
have (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 and proposed to be used
in the Business, in each case subject to no Liens except such as are permitted
by SECTION 10.2 and Liens which will be discharged at the Closing. SCHEDULE
5.8(b) contains a list of (x) counties where the Assets are located and (y)
each Mortgaged Property with the address of each such

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   17

Mortgaged Property. Except as set forth on SCHEDULE 5.8(b), on the date of
Closing, the General Partner, and the Restricted Subsidiaries of the Company
will not own or lease any Assets constituting real property. Except as set
forth on SCHEDULE 5.8(b), the Assets owned by the Company and its Restricted
Subsidiaries are substantially all of the assets and properties necessary to
enable the Company and its Restricted Subsidiaries to conduct the Business in
the same manner as previously conducted by AmeriGas, Petrolane and their
respective Subsidiaries. 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 Restricted
Subsidiaries enjoy peaceful and undisturbed possession under all leases and
subleases necessary in any material respect for the conduct of the Business,
and (B) 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 10.2 and Liens which will be discharged at the Closing, (x) no
presently effective financing statements under the Uniform Commercial Code
which name any of the Company, the General Partner, or their respective
Restricted 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, or any such Restricted Subsidiary is organized or has its principal
place of business and (y) none of the Company, the General Partner, or any such
Restricted Subsidiary has signed, or authorized the filing by or on behalf of
any secured party of, any presently effective financing statements which
individually or in the aggregate relate to any material part of the Assets.

      (c)    On the date of the Closing, (i) the Company holds record and
beneficial ownership of real properties, easements and licenses comprising all
of the Assets owned by them (except as set forth on SCHEDULE 5.8(c)) and (ii)
except for real property acquired within 90 days prior to the date of the
Closing, the Conveyance Agreements referred to in clause (b) of the definition
of such term and the Security Documents (other than the Intercreditor
Agreement), or proper notices, statements or other instruments in respect
thereof, will have been duly recorded, published, registered or filed as
required by SECTION 4.8 with respect to all of the Assets located in the
counties listed in SCHEDULE 5.8(b).

      (d)    On the date of the Closing, the Assets constitute all of the
General Collateral (other than as set forth in SCHEDULE 5.8(d)).

      (e)    On the date of Closing each Mortgaged Property listed on SCHEDULE
5.8(e) has title insurance.

      Section 5.9.  Litigation, etc. There is no action, proceeding or
investigation pending or, to the knowledge of the Company upon reasonable
inquiry, threatened against the Company, the Public Partnership, the General
Partner or any of their respective Restricted Subsidiaries, (a) which questions
the validity of this Agreement, the other Financing Documents or any Operative
Agreement or any action taken or to be taken pursuant to this Agreement, the
other Financing Documents or any Operative Agreement, or (b) except as set
forth in SCHEDULE 5.9, which would present a reasonable likelihood of having,
either in any case or in the aggregate, a Material Adverse Effect.

                                      -11-

   18

      Section 5.10. Compliance with Other Instruments, etc. (a) On the date of
the Closing, immediately prior to the completion of any of the transactions
contemplated by this Agreement, none of the Company, the General Partner, or
any of their respective Restricted Subsidiaries will be in violation of (i) any
provision of its certificate or articles of incorporation or other constitutive
documents or its by-laws, (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 and
the General Partner of this Agreement, the Notes and the other Financing
Documents and Operative Agreements to which it is a party, will not (i) violate
(x) any provision of the Partnership Agreement or the certificate or articles
of incorporation or other constitutive documents or by- laws of the Company,
the General Partner, or any of their respective Subsidiaries, (y) 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, or (z) any provision of any agreement or instrument to
which the Company, the General Partner, 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 Company to create) any Lien not permitted by SECTION 10.2.

      (c)    Upon giving effect to the issuance of the Notes on the date of
Closing, no Note shall be "in default," as that term is used in Section
1405(a)(2) of the New York Insurance Law. Each Obligor is, and upon giving
effect to the issuance of the Notes on the date of Closing will be, a "solvent
institution," as that term is used in Section 1405 of the New York Insurance
Law, whose "obligations .... are not in default as to principal or interest,"
as those terms are used in said Section 1405(c).

      Section 5.11. Governmental Consent. (a) 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 Financing Documents or Operative Agreements to which the Company
or any of its Restricted Subsidiaries or the General Partner is a party, and
(b) no such consent, approval, authorization, declaration or filing is required
for the valid offer, issue, sale, delivery and performance of the Notes
pursuant to this Agreement and the Other Agreements.

      Section 5.12. Offer of Notes. Neither the Company nor any of its
Affiliates (including without limitation the General Partner) nor anyone acting
on its or their behalf has directly or indirectly offered the Notes or any part
thereof or any similar securities for sale to, or solicited any offer to buy
any of the same from, or otherwise approached or negotiated in respect thereof
with, anyone other than you, the Other Purchasers and not more than 100 other
institutional

                                      -12-

   19

investors. Neither the Company nor anyone acting on its behalf has taken any
action which would subject the issuance and sale of the Notes to the
registration and prospectus delivery provisions of the Securities Act or to the
registration or qualification provisions of any securities or Blue Sky law of
any applicable jurisdiction.

      Section 5.13. Use of Proceeds.  The Company will apply the proceeds of
the sale of the Notes as set forth in SCHEDULE 5.13.

      Section 5.14. Federal Reserve Regulations. Neither the Company nor the
General Partner will, directly or indirectly, use any of the proceeds of the
sale of the Notes for the purpose, whether immediate, incidental or ultimate,
of buying a "margin stock" or of maintaining, reducing or retiring any
indebtedness originally incurred to purchase a stock that is currently a
"margin stock," or for any other purpose which might constitute this
transaction a "purpose credit" which is secured "directly or indirectly by
margin stock," in each case within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 C.F.R. 221, as amended), or
otherwise take or permit to be taken any action which would involve a violation
of such Regulation U or of Regulation X (12 C.F.R. 224, as amended) or to
involve any broker or dealer in a violation of Regulation T of said Board (12
C.F.R. 220) or any other applicable regulation of such Board. No indebtedness
being retired, directly or indirectly, out of the proceeds of the sale of the
Notes was incurred for the purpose of purchasing or carrying any stock which is
currently a "margin stock," and neither the Company, the General Partner nor
the Public Partnership owns or has any present intention of acquiring any
amount of such "margin stock".

      Section 5.15. Investment Company Act. Neither of the Company or the
General Partner is an "investment company," or a company "controlled" by an
"investment company," registered, or required to be registered, or subject to
regulation under the Investment Company Act of 1940, as amended.

      Section 5.16. Public Utility Holding Company Act. Neither the Company nor
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 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 and the General Partner is exempt from all of
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, 2000 pursuant to Rule 2 under the
PUHCA (17 C.F.R. sections 250.2).

      Section 5.17. ERISA. (a) 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) no accumulated funding deficiency (as defined in
Section 302 of ERISA and Section 412 of the Code), whether or not waived,
exists with respect to any Plan (other than a Multiemployer Plan); (ii) no
liability to the PBGC has been or is expected by the Company or any Related
Person to be incurred with respect to any Plan (other than a Multiemployer
Plan) by the Company or any Related Person; (iii) neither the Company nor any
Related Person has incurred or presently

                                      -13-

   20

expects to incur any withdrawal liability under Title IV of ERISA with respect
to any Multiemployer Plan; and (iv) all Plans (other than Multiemployer Plans)
are in compliance, and have been administered in compliance, with all
applicable laws, including ERISA and the Code.

       (b)   The execution and delivery of this Agreement and the Other
Agreements and the issue and sale of the Notes hereunder and thereunder will
not involve any non-exempt "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code. The representations by the
Company in the immediately preceding sentence are made in reliance upon and
subject to the accuracy of your representations in SECTION 6.2 of this
Agreement and the representations of the Other Purchasers in SECTION 6.2 of the
Other Agreements as to the source of the funds or other consideration to be
used to pay the purchase price of the Notes to be purchased by you and the
Other Purchasers, respectively. With respect to each employee benefit plan
identified to the Company in accordance with clause (c) of SECTION 6.2 of this
Agreement or of any of the Other Agreements, neither the Company nor any
"affiliate" (as defined in Section V(c) of the QPAM Exemption) of the Company
has at this time, and has not exercised at any time within the one year period
preceding the date of the Closing, the authority to appoint or terminate you or
any Other Purchaser as manager of any of the assets of any such plan or to
negotiate the terms of a management agreement with you or any other Purchaser
on behalf of any such plan.

      Section 5.18. Environmental Matters. (a) Except as disclosed in SCHEDULE
5.18 or where noncompliance would not present a reasonable likelihood of having
a Material Adverse Effect, each of the Company and its Restricted Subsidiaries
will be in compliance with all Environmental Laws applicable to it and to the
Business or Assets. Except as disclosed in SCHEDULE 5.18, or where a reasonable
likelihood of having a Material Adverse Effect is not presented, the Company
and its Restricted Subsidiaries have obtained and are in compliance with all
permits, licenses, and approvals required under Environmental Laws. Except as
disclosed in SCHEDULE 5.18, or where a reasonable likelihood of having a
Material Adverse Effect would not be presented the Company and its Restricted
Subsidiaries have submitted timely and complete applications to renew any
expired or expiring Permits required pursuant to any Environmental Law.
SCHEDULE 5.18 lists all notices from Federal, state or local Governmental
Authorities or other Persons to the Company or any of its Restricted
Subsidiaries, alleging or threatening any liability on the part of the Company
or any such Subsidiary, pursuant to any Environmental Law that presents a
reasonable likelihood of having a Material Adverse Effect. All reports,
documents, or other submissions required by Environmental Laws to be submitted
by the Company to any Governmental Authority or Person have been filed by the
Company and the General Partner, except where the failure to do so would not
present a reasonable likelihood of having a Material Adverse Effect.

       (b)   Except as disclosed in SCHEDULE 5.18 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented: (i)
there is no Hazardous Substance present at any of the real property currently
owned or leased by the Company or any of its Restricted Subsidiaries, and (ii)
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
Restricted Subsidiaries during the period of ownership or leasing by such
Person; and with respect to such real property and subject to the same
knowledge and temporal qualifiers

                                      -14-

   21

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 discharge or
threatened discharge violates any Federal, state, local or foreign laws, rules
or regulations concerning water pollution, in each case except as disclosed in
SCHEDULE 5.18 or where a reasonable likelihood of having a Material Adverse
Effect would not be presented.

      (c)    Except as set forth in SCHEDULE 5.18, or where a reasonable
likelihood of having a Material Adverse Effect would not be presented, none of
the Company or any of its Restricted 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 5.18 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 a 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 Restricted 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 of its Restricted
Subsidiaries during the period of ownership or leasing of the real property by
such Person.

      (e)    Except as set forth in SCHEDULE 5.18 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented: (1)
there are no underground storage tanks, asbestos-containing materials,
polychlorinated biphenyls, or urea formaldehyde insulation at any of the real
property currently owned or leased by the Company or any of its Restricted
Subsidiaries in violation of Environmental Laws, 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
Restricted Subsidiaries in violation of Environmental Laws during the period of
ownership or leasing of such real property by such Person.

      (f)    Except as disclosed in SCHEDULE 5.18 or where a reasonable
likelihood of having a Material Adverse Effect would not be presented, as of
the date hereof, any propane is stored, used or handled by the Company or any
of its Restricted Subsidiaries in compliance with all applicable Environmental
Laws.

      Section 5.19. Foreign Assets Control Regulations, etc. Neither the issue
and sale of the Notes by the Company and the General Partner nor their use of
the proceeds thereof as contemplated by this Agreement will violate the Trading
with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.

                                      -15-

   22

      Section 5.20. Disclosure. Neither this Agreement, the Memorandum, the
other Financing Documents, nor any other document, certificate or instrument
delivered to you by or on behalf of the Company or the General Partner pursuant
to, or otherwise referenced in, this Agreement, contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained therein not misleading. There is no fact known to the
Company or the General Partner which has, or would present a reasonable
likelihood of having (so far as the Company or the General Partner can now
reasonably foresee based on facts known to them), a Material Adverse Effect
which has not been set forth or referred to in this Agreement or the
Memorandum.

      Section 5.21. Chief Executive Office. The chief executive office of the
Company and the office where it maintains its records relating to the
transactions contemplated by the Operative Agreements is located at 460 North
Gulph Road, King of Prussia, PA 19406.

      Section 5.22. No Government Proceedings; No Options. (a) Except as set
forth in SCHEDULE 5.22(a), none of the General Partner, the Company or any of
its Restricted Subsidiaries has received any notice of, or has any knowledge
of, any pending or contemplated casualty or condemnation proceeding affecting
the General Partner, the Company, any of its Restricted Subsidiaries, the
Mortgaged Properties, or any of the Assets or any sale or disposition thereof
in lieu of condemnation or casualty. Except as disclosed in SCHEDULE 5.22(a)
there are no existing, pending, or, to the knowledge of the Company,
contemplated or threatened governmental rules, regulations, plans, studies,
proceedings, court orders or decisions, which do or could adversely affect the
use or value of any Mortgaged Property.

       (b)   Except as set forth in SCHEDULE 5.22(b), none of the General
Partner, the Company or any of its Restricted Subsidiaries is obligated under
any right of first refusal, option or other contractual right to sell, assign,
transfer or otherwise dispose of any Mortgaged Property or any interest
therein.

      Section 5.23. Insurance.  The Company and its Restricted Subsidiaries are
in compliance with the terms and conditions contained in Sections 20 and 21 of
the Intercreditor Agreement.

      Section 5.24. Status of the Mortgaged Properties. Except for such
exceptions as would not, individually or in the aggregate, present a reasonable
likelihood of having a Material Adverse Effect: (a) all improvements comprising
a portion of any Mortgaged Property lie wholly within the boundary and building
restriction lines of such Mortgaged Property and no improvements on adjoining
properties encroach upon any Mortgaged Property in any respect; (b) none of the
Mortgaged Properties are located in an area identified by the Secretary of
Housing and Urban Development or a successor thereto as an area having special
flood hazards pursuant to the terms of the National Flood Insurance Act of
1968, or the Flood Disaster Protection Act of 1973, as amended, or any
successor law; (c) each Mortgaged Property is served by all utilities in
adequate supply required for the use herein contemplated; and (d) each
Mortgaged Property has unrestricted access from public roads, and all streets
necessary to serve each Mortgaged Property have been completed and are
serviceable.

                                      -16-

   23

      Section 5.25. Matters Relating to the General Partner.  (a) The General
Partner is a Wholly-Owned Subsidiary of AmeriGas, Inc. and owns, in addition to
the interest described in SECTION 5.2, a 1% general partnership interest and a
38.5% limited partnership interest in the Public Partnership.

       (b)   The General Partner has delivered to you a complete and correct
copy of the condensed balance sheet of the General Partner as of September 30,
1999, which has been prepared in accordance with GAAP to the extent applicable
to such balance sheet and which fairly presents in all material respects the
financial position of the General Partner in accordance with the assumptions
disclosed therein at the date of such balance sheet.

                                   ARTICLE VI

                          PURCHASER'S REPRESENTATIONS

      Section 6.1.  Securities Act. You represent that you are purchasing the
Notes (a) for your own account or for one or more separate accounts maintained
by you or for the account of one or more pension or trust funds, in each case
not with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act or with any present intention of
distributing or selling any of the Notes or (b)(i) for your own account for
resale to one or more institutional accredited investors (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) pursuant to one or more
transactions in which such accredited investors make the representation
contained in this ARTICLE VI to you and (ii) not with a view to any
distribution thereof in a transaction that would violate the Securities Act or
the securities laws of any State of the United States or any other applicable
jurisdiction, provided that the disposition of your property shall at all times
be within your control. If you are purchasing for the account of one or more
pension or trust funds, you represent that (except to the extent that you have
otherwise advised Chapman and Cutler and the Company in writing) you have sole
investment discretion with respect to the acquisition and disposition of the
Notes to be issued to you pursuant to this Agreement and the determination and
decision on your behalf to purchase such Notes for such pension or trust funds
is being made by the same individual or group of individuals who customarily
pass on such investments.

      Section 6.2.  ERISA Matters. You represent that at least one of the
following statements is an accurate representation as to the source of funds or
other assets to be used by you to pay the purchase price of the Notes purchased
by you hereunder:

       (a)   if you are an insurance company, the funds are from an "insurance
company general account" within the meaning of Department of Labor Prohibited
Transaction Exemption 95-60 (issued July 12, 1995) and there is no employee
benefit plan, treating as a single plan, all plans maintained by the same
employer or employee organization, with respect to which the amount of the
general account reserves and liabilities for all contracts held by or on behalf
of such plan, exceed ten percent (10%) of the total reserves and liabilities of
such general account (exclusive of separate account liabilities) plus surplus,
as set forth in the NAIC Annual Statement filed with your state of domicile; or

                                      -17-

   24

       (b)   if you are an insurance company, to the extent that any of such
funds or other assets constitutes assets allocated to any separate account
maintained by you, (i) such separate account is a "pooled separate account"
within the meaning of Prohibited Transaction Class Exemption 90-1, in which
case you have disclosed to the Company the names of each employee benefit plan
whose assets in such separate account exceed 10% of the total assets or are
expected to exceed 10% of the total assets of such account as of the date of
such purchase (and for the purposes of this subdivision (b), all employee
benefit plans maintained by the same employer or employee organization are
deemed to be a single plan), or (ii) such separate account contains only the
assets of a specific employee benefit plan, complete and accurate information
as to the identity of which you have delivered to the Company in writing; or

       (c)   if you are a "qualified professional asset manager" or "QPAM" (as
defined in Part V of Prohibited Transaction Class Exemption 84-14, issued March
13, 1984 (the "QPAM Exemption")), all of such funds or other assets constitute
assets of an "investment fund" (as defined in Part V of the QPAM Exemption)
managed by you, no employee benefit plan assets which are included in such
investment fund, when combined with the assets of all other employee benefit
plans (i) established or maintained by the same employer or an affiliate of
such employer or by the same employee organization and (ii) managed by you,
exceed 20% of the total client assets managed by you, the conditions of Section
I(g) of the QPAM Exemption are satisfied and you have disclosed to the Company
the names of all employee benefit plans whose assets are included in such
investment fund; or

      (d)    if you are not an insurance company, all or a portion of such
funds or other assets consists of funds which do not constitute assets of any
employee benefit plan (other than a governmental plan exempt from the coverage
of ERISA) and the remaining portion, if any, of such funds consists of funds
which may be deemed to constitute assets of one or more specific employee
benefit plans, complete and accurate information as to the identity of each of
which you have delivered to the Company in writing.

As used in this SECTION 6.2, the terms "employee benefit plan," "governmental
plan" and "separate account" shall have the respective meanings assigned to
such terms in Section 3 of ERISA.

      Section 6.3.  Status of Purchaser. You represent that you are one of the
following: (i) a "bank" as defined in Section 3(a)(2) of the Securities Act;
(ii) an "insurance company" as defined in Section 2(13) of the Securities Act;
(iii) an investment company registered under the Investment Company Act of
1940, as amended; (iv) a corporation or a Massachusetts or similar business
trust that was not formed for the specific purpose of acquiring the Notes, with
total assets in excess of $5,000,000; or (v) an employee benefit plan within
the meaning of Title 1 of ERISA with total assets in excess of $5,000,000.

                                      -18-

   25

                                  ARTICLE VII

             ACCOUNTING; FINANCIAL STATEMENTS AND OTHER INFORMATION

      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
you, so long as you or your nominee shall be the holder of any Notes, and to
each other Institutional Investor holding any Notes:

             (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;

             (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 Arthur Andersen 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 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
      of America, and, (ii) in the case of such consolidated and consolidating
      financial statements certified by the principal financial officer of the
      General Partner as presenting fairly, in all material respects, the
      information contained therein (except, in the

                                      -19-

   26

      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 subdivisions (a) and (b) of this ARTICLE VII, an
      Officers' Certificate of the Company (i) stating that the signers have
      reviewed the terms of this Agreement and the other Financing 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 Officers' Certificate of any
      Default or Event of Default, or, if any of the signers have knowledge
      that any such 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 10.4 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 9.3
      (calculation of any Excess Taking Proceeds), SECTION 10.1 (first
      sentence), SECTIONS 10.1(b), (d), (e) and (f), SECTION 10.3(c), SECTION
      10.3(h), SECTION 10.4, SECTION 10.7(a)(ii), SECTION 10.7(a)(iii), SECTION
      10.7(c)(ii) (calculation of any Excess Sale Proceeds) and SECTION 10.19,
      (iv) if not specified in the related financial statements being delivered
      pursuant to subdivisions (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 (v) 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 subdivision (b) of this ARTICLE
      VII, 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 of America);

                                      -20-

   27

             (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 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 Commission or any governmental authority succeeding to any of its
      functions (other than registration statements on Form S-8 and Annual
      Reports on Form 11-K), (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 Credit
      Agreement and the Public Partnership Indenture, except to the extent the
      same substantive information is already being sent to you or such
      Institutional Investor, as the case may be;

             (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 obtains knowledge that any
      of the events or conditions specified below with respect to any Plan has
      occurred or exists, or is expected to occur or exist, and that such event
      or condition has resulted, or in the opinion of the principal

                                      -21-

   28

      financial officer of the General Partner, is expected to result, in a
      Material Adverse Effect, a statement setting forth details respecting
      such event or condition and the action, if any, that the Company or any
      Related Person has taken, is taking or proposes to take or cause to be
      taken with respect thereto (and a copy of any notice, report or other
      written communication filed with or given to or received from the PBGC,
      the Internal Revenue Service or the Department of Labor with respect to
      such event or condition):

                    (i)    any reportable event, as defined in Section 4043(b)
             of ERISA and the regulations issued thereunder;

                    (ii)   the filing under Section 4041 of ERISA of a notice
             of intent to terminate any Plan or the termination of any Plan;

                    (iii)  a substantial cessation of operations within the
             meaning of Section 4062(e) of ERISA under circumstances which
             could result in the treatment of the Company or any Related Person
             as a substantial employer under a "multiple employer plan" or the
             application of the provisions of Section 4062, 4063 or 4064 of
             ERISA to the Company or any Related Person;

                    (iv)   the institution by the PBGC of proceedings under
             Section 4042 of ERISA for the termination of, or the appointment
             of a trustee to administer, any Plan, or the receipt by the
             Company or any Related Person of a notice from a Multiemployer
             Plan that such action has been taken by the PBGC with respect to
             such Multiemployer Plan;

                    (v)    the complete or partial withdrawal by the Company or
             any Related Person under Section 4063, 4203 or 4205 of ERISA from
             a Plan which is a "multiple employer plan" or a Multiemployer
             Plan, or the receipt by the Company or any Related Person of
             notice from a Multiemployer Plan that it intends to impose
             withdrawal liability on the Company or any Related Person or that
             it is in reorganization or is insolvent within the meaning of
             Section 4241 or 4245 of ERISA or that it intends to terminate
             under Section 4041A of ERISA or from a "multiple employer plan"
             that it intends to terminate;

                    (vi)   the institution of a proceeding against the Company
             or any Related Person to enforce Section 515 of ERISA;

                    (vii)  the occurrence or existence of any event or series
             of events which could be expected to result in a liability to the
             Company or any Related Person pursuant to Section 4069(a) or
             4212(c) of ERISA;

                    (viii) the failure to make a contribution to any Plan,
             which failure, either alone or when taken together with any other
             such failure, is sufficient to result in the imposition of a lien
             on any property of the Company or any Related Person pursuant to
             Section 302(f) of ERISA or Section 412(n) of the Code;

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   29

                    (ix)   the amendment of any Plan in a manner which would be
             treated as a termination of such Plan under Section 4041(e) of
             ERISA or require the Company or any Related Person to provide
             security to such Plan pursuant to Section 307 of ERISA or Section
             401(a)(29) of the Code; or

                    (x)    the incurrence of liability in connection with the
             occurrence of a "prohibited transaction" (within the meaning of
             Section 406 of ERISA or Section 4975 of the Code);

             (j)    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 any 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,
      notice thereof, and upon request, copies of relevant documentation,
      provided, however, no such notice is required with respect to matters for
      which notice has previously been provided pursuant to this SECTION 7(j);

             (k)    within 15 days after being approved by the governing body
      of the Company, an annual operating forecast for each fiscal year;

             (l)    as soon as reasonably practicable, and in any event within
      five Business Days after a Responsible Officer obtains knowledge that the
      holder of any Note has given any notice to the Company or any Subsidiary
      thereof or taken any other action with respect to a claimed Default or
      Event of Default under this Agreement or any Other Agreements, or that
      any Person has given any notice to the Company or any such Subsidiary or
      taken any other action with respect to a claimed default or event or
      condition of the type referred to in SECTION 11(f), a written statement
      of such Responsible Officer describing such notice or other action in
      reasonable detail and the action which the Company has taken, is taking
      and proposes to take with respect thereto; and

             (m)    with reasonable promptness, such other information and data
      (financial or other) with respect to the Company or any of its
      Subsidiaries as from time to time may be reasonably requested.

                                  ARTICLE VIII

                          INSPECTION; CONFIDENTIALITY

      Section 8.1.  Inspection.  Each Obligor will permit any authorized
representatives designated by any Significant Holder:

             (a)    No Default - if no Default or Event of Default then exists,
      at the expense of such Significant Holder (but excluding any fees or
      expenses incurred by any Obligor or any Subsidiary thereof), (i) to visit
      the principal executive offices of any Obligor and

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   30

      any Subsidiary thereof and to discuss the affairs, finances and accounts
      of any Obligor and any Subsidiary thereof with any of the Obligor's
      officers and, with the consent of such Obligor (which consent will not be
      unreasonably withheld), the independent public accountants of such
      Obligor (provided that such Obligor shall be entitled to be present), and
      (ii) with the consent of such Obligor (which consent will not be
      unreasonably withheld), to visit and visually inspect any of the
      properties of any Obligor and any Subsidiary thereof, all upon at least
      three Business Days' prior notice and otherwise at such reasonable times
      and intervals as may be reasonably requested by such Significant Holder.

             (b)    Default - if any Default or Event of Default then exists,
      at the expense of the Company, to visit and visually inspect any of the
      offices or properties of any Obligor and any Subsidiary thereof,
      including the books of account, records, reports and other papers of the
      Obligors and their Subsidiaries, and to examine, copy and take extracts
      therefrom, and to discuss the affairs, finances and accounts of the
      Obligors and their respective Subsidiaries with their officers and
      independent public accountants (and by this provision the Obligors
      authorize such accountants to discuss with such representatives such
      affairs, finances and accounts, provided that the Obligors shall be
      entitled to be present), all at such times and location and as often as
      may be reasonably requested by such Significant Holder.

      Section 8.2. Confidentiality. For the purposes of this SECTION 8.2,
"Confidential Information" means information delivered to you by or on behalf
of any Obligor or any Subsidiary thereof in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that was clearly marked or labeled or otherwise adequately
identified when received by you as being confidential information of any
Obligor or such Subsidiary, provided that such term does not include
information that (a) was publicly known or otherwise known to you prior to the
time of such disclosure, (b) subsequently becomes publicly known through no act
or omission by you or any Person acting on your behalf, (c) otherwise becomes
known to you other than through disclosure by any Obligor or any Subsidiary
thereof, or by any holder of a Note or any Person acting on such holder's
behalf (and known by you to be so acting), or (d) constitutes financial
statements delivered to you under ARTICLE VII that are otherwise publicly
available. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to
protect confidential information of third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your
directors, trustees, officers, employees, authorized representatives, agents,
attorneys and Affiliates who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this SECTION 8.2,
(ii) your financial advisors, authorized representatives, and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this SECTION 8.2,
(iii) any other holder of a Note, (iv) any Institutional Investor to which you
sell or offer to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this SECTION 8.2),
(v) any Person from which you offer to purchase any security of the Obligors
(if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this SECTION 8.2), (vi) any
federal or state regulatory authority having

                                      -24-

   31

jurisdiction over you, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating
agency that requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be necessary
(w) to effect compliance with any law, rule, regulation or order applicable to
you, (x) in response to any subpoena or other legal process, (y) in connection
with any litigation to which you are a party or (z) if any Default or Event of
Default exists, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes, this Agreement or any
other Financing Document. Each holder of a Note, by its acceptance of a Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits
of this SECTION 8.2 as though it were a party to this Agreement. On reasonable
request by the Obligors in connection with the delivery to any holder of a Note
of information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Obligors
embodying the provisions of this SECTION 8.2.

                                   ARTICLE IX

                              PREPAYMENT OF NOTES

      Section 9.1.  No Required Prepayments of the Notes.  No regularly
scheduled prepayment of the principal of the Notes is required prior to their
date of maturity.

      Section 9.2.  Optional Prepayments of the Notes with Make Whole Amount.
The Notes shall be subject to prepayment, in whole at any time or from time to
time in part, at the option of the Obligors, upon notice as provided in SECTION
9.5, at 100% of the principal amount of the Notes so prepaid plus interest
thereon to the prepayment date and the Make Whole Amount, if any. Each partial
prepayment of Notes shall be in multiples of $1,000,000.

      Section 9.3.  Contingent Prepayments on Disposition of Assets;
Prepayments on Taking or Destruction. (a) If at any time the Company and its
Restricted Subsidiaries dispose of assets with the result that there are Excess
Sale Proceeds, and the Company does not apply such Excess Sale Proceeds in the
manner described in SECTION 10.7(c)(ii)(B)(x), the Company will offer to
prepay, upon notice as provided in SECTION 9.4, a principal amount of the
outstanding Notes equal to the Allocable Excess Proceeds.

      (b)    In the event that damage, destruction or a taking shall occur in
respect of all or a portion of the properties or assets of the Company or its
Restricted Subsidiaries, and in connection therewith the Company shall, in
accordance with the Intercreditor Agreement and the Mortgages, elect to apply
any insurance or condemnation proceeds in respect thereof to the prepayment of
the Notes and any Parity Debt and not to the restoration or modification of
such properties or assets (it being understood that, notwithstanding anything
in the Security Documents to the contrary, neither the Company nor any such
Restricted Subsidiary shall be obligated to repair, restore or modify such
properties or assets if it elects to include such proceeds in the calculation
of Excess Taking Proceeds) and the total amount of insurance and

                                      -25-

   32

condemnation proceeds exceeds $10,000,000 for the current fiscal year (the
"Excess Taking Proceeds," and collectively with the Excess Sale Proceeds, the
"Excess Proceeds"), the Company will offer to prepay (or cause to be prepaid by
the Collateral Agent out of the funds held by the Collateral Agent under the
Intercreditor Agreement for such purpose), upon notice as provided in SECTION
9.4, a principal amount of the outstanding Notes equal to the Allocable Excess
Proceeds.

      (c)    Each prepayment of Notes pursuant to this SECTION 9.3 shall be
made at 100% of the principal amount of the Notes to be prepaid, plus interest
thereon to the prepayment date plus the Make Whole Amount, if any, thereon.

      Section 9.4.  Prepayment Procedure for Excess Sale Proceeds and Excess
Taking Proceeds. (a) If at any time there are Excess Sale Proceeds during any
fiscal year resulting from an Asset Sale or there are Excess Taking Proceeds
during any fiscal year resulting from damage to, or the destruction or taking
of, any of the properties or assets of the Company or its Restricted
Subsidiaries and the Company is required to offer to prepay Notes with such
Excess Proceeds pursuant to SECTION 9.3, the Company will give written notice
(which shall be in the form of an Officers' Certificate) to the holders of the
Notes not later than 360 days after the date of such Asset Sale or 10 days
after the receipt of the Excess Taking Proceeds, as the case may be, (x)
setting forth in reasonable detail all calculations required to determine the
amount of Excess Proceeds, (y) setting forth the amount of the Allocable Excess
Proceeds and the amount of the Allocable Excess Proceeds which is allocable to
each Note, determined by allocating the Allocable Excess Proceeds pro rata
among all Notes outstanding on the date such prepayment is to be made according
to the aggregate then unpaid principal amounts of the Notes, and in reasonable
detail the calculations used in determining such amounts, and (z) stating that
the Company irrevocably offers to prepay on the date specified in such notice,
which shall not be less than 30 nor more than 45 days after the date of such
notice, a principal amount of each outstanding Note equal to the amount of
Allocable Excess Proceeds allocated to such Note as described in clause (y)
above, plus such Note's share of the Allocable Excess Proceeds allocable to any
other Note the holder of which does not on a timely basis accept the Company's
offer (collectively, the "Non-Accepting Holders"), all in accordance with the
procedures set forth in this SECTION 9.4.

      (b)    Each holder of a Note wishing to accept the Company's offer with
respect to prepayment of such Note to the extent of its Allocable Excess
Proceeds (collectively, the "Accepting Holders") shall do so by notice
delivered to the Company at least 10 days prior to the date of prepayment
specified in the notice given by the Company pursuant to subdivision (a) of
this SECTION 9.4 and may include in such acceptance an agreement (the "Pro Rata
Option") to have prepaid, in addition to the Allocable Excess Proceeds
allocable to such Note (up to the total Allocable Excess Proceeds), all or any
part of the balance of the principal amount of such Note, specifying the
maximum principal amount of such Note which such Accepting Holder is willing to
have prepaid.

      (c)    Upon receipt of all timely acceptances from Accepting Holders
pursuant to subdivision (b) of this SECTION 9.4, the Company shall give written
notice (which shall be in the form of an Officers' Certificate) to the holders
of the Notes setting forth (w) the names of each

                                      -26-

   33

such Accepting Holder, (x) the principal amounts of the Notes as to which such
Accepting Holders shall have accepted the Company's offer of prepayment, (y) if
there shall be any Allocable Excess Proceeds remaining in addition to the
amounts so to be prepaid, the principal amounts of the Notes as to which such
Accepting Holders shall have exercised their Pro Rata Options together with a
calculation of each Accepting Holder's Pro Rata Option in accordance with
subdivision (d) of this SECTION 9.4 and (z) after giving effect to the
prepayment contemplated by subdivision (e) below in respect of such offer, the
reduced amount becoming due with respect to each of the Notes upon the maturity
thereof, specifying how each such amount was determined, and certifying that
such reduction has been computed in accordance with such Section.

      (d)    Upon receipt of all timely acceptances from Accepting Holders
pursuant to subdivision (b) of this SECTION 9.4, the Company shall allocate
that portion of the Allocable Excess Proceeds that had been allocated to the
Notes of Non-Accepting Holders among the Notes of Accepting Holders in
proportion to the respective Allocable Excess Proceeds allocable to the Notes
of Accepting Holders (after giving effect to any Pro Rata Option). Where the
portion of the Allocable Excess Proceeds thus allocated to the Note of an
Accepting Holder would exceed the maximum principal amount of such Note which
such Accepting Holder has agreed to have prepaid (including without limitation
pursuant to a Pro Rata Option), such excess shall be allocated among the Notes
of Accepting Holders who have agreed to accept prepayments (including without
limitation pursuant to a Pro Rata Option) in amounts which still exceed the
amount of prepayments previously allocated to them pursuant to this SECTION 9.4
in proportion to the respective Allocable Excess Proceeds allocable to the
Notes of such Accepting Holders (after giving effect to any Pro Rata Option);
and such allocation shall be repeated as many times as shall be necessary until
(i) the Allocable Excess Proceeds have been fully allocated or (ii) it is no
longer possible to allocate the Allocable Excess Proceeds without exceeding the
maximum principal amounts of Notes which all Accepting Holders respectively
have agreed to have prepaid (including without limitation pursuant to all the
Pro Rata Options).

      (e)    The principal amount of any Notes with respect to which an offer
to prepay pursuant to this SECTION 9.4 has been accepted shall become due and
payable on the date specified in the notice of such offer given by the Company
pursuant to subdivision (a) of this SECTION 9.4. Each holder of any such Note
shall receive, on the Business Day immediately preceding the date scheduled for
such prepayment, an Officers' Certificate setting forth the calculations used
in computing the amount of the prepayment in respect of such Note. It is
understood that the Allocable Excess Proceeds which shall remain unallocated to
the Notes under clause (ii) of subdivision (d) of this SECTION 9.4 shall
constitute cash receipts of the Company for purposes of the definition of
"Available Cash."

      Section 9.5.  Notice of Optional Prepayments; Officers' Certificate. The
Company will give each holder of any Notes irrevocable written notice of each
optional prepayment under SECTION 9.2 not less than 20 days and not more than
45 days prior to the date fixed for such prepayment, in each case specifying
(i) such prepayment date, (ii) the aggregate principal amount of the Notes to
be prepaid, (iii) the principal amount of each Note held by such holder to be
prepaid and (iv) a calculation of the estimated Make Whole Amount. Notice of
prepayment having been given as aforesaid, the principal amount of the Notes
specified in such notice,

                                      -27-

   34

together with interest thereon to the prepayment date and together with the
Make Whole Amount with respect thereto, shall become due and payable on such
prepayment date. Each holder of a Note shall receive, on the Business Day
immediately preceding the date scheduled for any such prepayment, an Officers'
Certificate (a) certifying that the conditions of SECTION 9.2 have been
fulfilled and specifying the particulars, including without limitation a
calculation of the Make Whole Amount, of such fulfillment and (b) in the case
of any such prepayment that is a partial prepayment of the Notes setting forth
(i) the principal amount to be prepaid with respect to each of the Notes and
specifying how each such amount was determined, and (ii) after giving effect to
such partial prepayment, the reduced amount becoming due with respect to the
Notes upon the maturity thereof, specifying how each such amount was
determined, and certifying that such reduction has been computed in accordance
with such Section.

      Section 9.6.  Allocation of Partial Prepayments. Upon any partial
prepayment of the Notes pursuant to SECTION 9.2, the principal amount so
prepaid shall be allocated to all Notes at the time outstanding pursuant to
SECTION 9.2 in proportion to the respective outstanding principal amounts
thereof not theretofore prepaid.

      Section 9.7.  Maturity; Surrender, etc. In the case of each prepayment,
the principal amount to be prepaid of each Note shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make Whole Amount, if
any. From and after such date, unless the Obligors shall fail to pay such
principal amount when so due and payable, together with the required interest
and Make Whole Amount, if any, as aforesaid, interest on such principal amount
shall cease to accrue. Any Note paid or prepaid in full shall, after such
payment or prepayment in full, be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note (it being understood that nothing in this SECTION
9.7 shall be deemed to prohibit or limit any extension, renewal, refunding or
refinancing otherwise permitted by SECTION 10.1 of Indebtedness evidenced by
the Notes).

      Section 9.8.  Acquisition of Notes. The Obligors shall not, and shall not
permit any of their Subsidiaries or Affiliates to, prepay or otherwise retire
in whole or in part prior to their stated final maturity (other than by
prepayment pursuant to SECTION 9.2 or 9.3, by purchase pursuant to SECTION 9.9
or upon acceleration of such final maturity pursuant to ARTICLE XI), or
purchase or otherwise acquire, directly or indirectly, Notes held by any
holder, unless such Obligor or such Subsidiary or Affiliate shall have offered
to prepay or otherwise retire or purchase or otherwise acquire, as the case may
be, the same proportion of the aggregate principal amount of Notes held by each
other holder of Notes at the time outstanding, upon substantially equivalent
terms and conditions; provided, however, that no Obligors nor any of their
Affiliates or Subsidiaries shall make any such offer (a "Note Offer") to
prepay, redeem, retire, purchase or acquire at a price of less than 100% of the
principal amount thereof to the extent that after giving effect to such Note
Offer (if accepted) the sum of such Note Offer and all other similar prior Note
Offers at prices less than 100% of the principal amount thereof which have been
accepted and all Public Partnership Expenditures pursuant to SECTION 10.22(c)
shall exceed $103,600,000. Any Notes prepaid or otherwise retired or purchased
or otherwise acquired by the Obligors or any of their Subsidiaries or
Affiliates shall not be deemed to be outstanding for any purpose under this
Agreement.

                                      -28-

   35

      Section 9.9.  Change of Control. (a) At any time after the occurrence of
a Purchase Event and prior to the expiration of the later of (i) 90 days after
receipt of an Event Notice relating thereto and (ii) if any Other Holder Notice
is given prior to the expiration of such 90-day period, 30 days after receipt
of the initial Other Holder Notice, any holder of a Note may deliver a notice
(a "Purchase Notice") to the Company (x) stating that it is electing to
exercise its right to require the purchase by the Company pursuant to this
SECTION 9.9 of any or all of the Notes then held by it and (y) specifying the
period (which shall be at least 5 Business Days) during which such purchase
shall occur (which period shall commence not earlier than 5 Business Days after
the date on which such holder shall have delivered such Purchase Notice to the
Company), and in any such event the Company, on a date in such period specified
by the Company (which shall be the first Business Day therein if the Company
shall not specify another date), shall purchase the Note or Notes then held by
such holder (or portion thereof) specified in such Purchase Notice, without
recourse, representation or warranty (other than a statement as to the holder's
full right, title and interest free of any Lien or adverse claim in such Note
or Notes and the holder's authority to sell such Note or Notes), and such
holder shall sell such Note or Notes (or such specified portion thereof) to the
Company at a price, payable in immediately available funds by wire transfer to
the accounts specified in SCHEDULE II or to such other account as may be
specified in such Purchase Notice, equal to the then outstanding principal
amount thereof, together with interest on such principal amount to the date of
purchase, but without premium. In the event the Company shall be in receipt of
a Purchase Notice from more than one holder of Notes, without having
effectuated the purchase of Notes required by any such Purchase Notice,
specifying purchase periods with an overlapping day or days, it shall purchase
the Notes relating to such Purchase Notices simultaneously on the earliest
overlapping date specified in such Purchase Notices.

      (b)    Promptly, and in any event within 5 Business Days following its
receipt thereof and at least 4 Business Days prior to the date on which the
Company intends to purchase any Notes pursuant to subdivision (a) above (the
"Purchase Date") pursuant thereto, the Company will deliver to each holder of a
Note a copy of each Purchase Notice received by it pursuant to subdivision (a)
above (an "Other Holder Notice").

      (c)    The Company covenants that it will deliver to each holder of a
Note promptly, and in any event within 5 Business Days following the occurrence
thereof, a notice (which shall be in the form of an Officers' Certificate) of
the occurrence of a Purchase Event, together with a statement of the date of
occurrence of such Purchase Event and a reasonably detailed description of the
facts and circumstances underlying such occurrence known to it, and which
states that the Company is obligated, upon receipt of a Purchase Notice
described in subdivision (a) of this SECTION 9.9, to purchase Notes pursuant to
such subdivision (a) (an "Event Notice"). The Company will, to the extent that
the information is publicly available, give prompt notice to the holders of the
Notes of an impending or potential Purchase Event and, in the event that such
information is publicly available prior to the occurrence of such Purchase
Event, will make such arrangements so that the holders of the Notes may require
the purchase of their Notes by the Company pursuant to the provisions of this
SECTION 9.9 concurrently with the occurrence of such Purchase Event. Any holder
may deliver a Purchase Notice in response to a notice given by the Company
pursuant to the provisions of the immediately preceding sentence even though
such Purchase Notice precedes the Purchase Event and such a Purchase Notice
shall be deemed to be a

                                      -29-

   36

Purchase Notice for all purposes of this SECTION 9.9, but the Company's
obligation to purchase Notes pursuant to such Purchase Notice shall be subject
to the occurrence of such Purchase Event.

      (d)    Any holder of Notes at any time by notice in writing to the
Company may relinquish (subject to the following proviso) such holder's right
(but not the right of any subsequent holder of Notes) to request the purchase
of its Notes in the case of a Purchase Event pursuant to the provisions of
subdivision (a) of this SECTION 9.9, in whole or in part, provided that such
relinquishment shall automatically become ineffective in respect of a Purchase
Event upon receipt by the Company of a Purchase Notice with respect to such
SECTION 9.9 from any other holder of Notes which has not relinquished such
right. Notwithstanding any such relinquishment by any holder, the Company will
deliver to such holder all notices and communications required to be given
hereunder relating to any potential or actual Purchase Event.

                                   ARTICLE X

                BUSINESS AND FINANCIAL COVENANTS OF THE OBLIGORS

         So long as any of the Notes are outstanding the Company covenants that
it will perform and comply with the terms and provisions of SECTIONS 10.1
through 10.21 set forth below and the General Partner covenants that it will
perform and comply with the terms and provisions of SECTION 10.22 set forth
below.

      Section 10.1. Indebtedness. The Company will not permit the ratio of
Total Debt of the Company and its Restricted Subsidiaries to EBITDA as at any
fiscal quarter end to exceed 5.25 to 1.00. For purposes of determining
compliance with the ratio of Total Debt to EBITDA, as set forth above, (A)
EBITDA shall be determined as at the end of each fiscal quarter for (I) the
four fiscal quarters then ended or (II) the eight fiscal quarters then ended
and divided by 2, whichever is greater, and (B) Total Debt shall be determined
as at the end of each fiscal quarter. In addition, 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 Notes, the 1999 Notes and the 1995
      Notes and Funded Debt incurred in connection with any extension, renewal,
      refunding or refinancing of Indebtedness evidenced by the Notes, the 1999
      Notes and the 1995 Notes or other Parity Debt incurred in accordance with
      SECTION 10.1(f) and 10.2(m), provided that the principal amount of such
      Funded Debt shall not exceed the principal amount of such Indebtedness
      evidenced by the Notes, the 1999 Notes and the 1995 Notes or other Parity
      Debt incurred in accordance with SECTION 10.1(f) and 10.2(m), as the case
      may be, together with any accrued interest and Make Whole Amount with
      respect thereto, being extended, renewed, refunded or refinanced;

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   37

             (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 without limitation borrowings under the Acquisition
      Facility, or to extend, renew, refund or refinance any such Indebtedness,
      provided that the aggregate principal amount of Indebtedness incurred
      under this SECTION 10.1(b) and outstanding at any time shall not exceed
      the sum of (1) $75,000,000 plus (2) an amount equal to the aggregate net
      cash proceeds received by the Company from time to time as a capital
      contribution or as consideration for the issuance by the Company of
      additional partnership interests, in each case for the sole purpose of
      financing such expenditures;

             (c)    subject to SECTION 10.3(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 Notes and to Parity Debt at least to the extent
      provided in the subordination provisions set forth in EXHIBIT J;

             (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 Notes and to Parity Debt at least to
      the extent provided in the subordination provisions set forth in EXHIBIT
      J;

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

             (f)    the Company or, following the date of the release or
      discharge of the Liens of the Security Documents pursuant to SECTION 1.3,
      any Restricted Subsidiary may become and remain liable with respect to
      Indebtedness, in addition to that otherwise permitted by the foregoing
      subdivisions of this SECTION 10.1, if on the date the Company or
      Restricted Subsidiary, as applicable, 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, (ii) the ratio of
      Consolidated Cash Flow to Average Consolidated Pro Forma Debt Service is

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   38

      equal to or greater than 1.25 to 1.0 and (iii) if (A) such Indebtedness
      is created or incurred after the date of the release or discharge of the
      Liens of the Security Documents pursuant to SECTION 1.3 and (B) such
      Indebtedness (I) is to be secured by Liens created or incurred within the
      limitations of SECTION 10.2(s) or (II) is to be created or incurred by
      any Restricted Subsidiary, then the sum of the aggregate amount of the
      Indebtedness secured by Liens created or incurred within the limitations
      of SECTION 10.2(s) plus the aggregate amount of Indebtedness of
      Restricted Subsidiaries (including in any such case Indebtedness then to
      be created or incurred) would not exceed 15% of the Total Assets as
      determined on the date of such incurrence, provided that any such
      Indebtedness created or incurred within the limitations of this SECTION
      10.1(f) may be extended, renewed, refunded or refinanced so long as the
      principal amount of such Indebtedness shall not exceed the principal
      amount of such Indebtedness outstanding immediately prior to such renewal
      or extension and if such Indebtedness is secured, then the Lien securing
      such Indebtedness shall be incurred within the limitations of SECTION
      10.2;

             (g)    the Company and the Restricted Subsidiaries may become and
      remain liable with respect to the Indebtedness represented by the
      Subsidiary Guarantee and the Indebtedness described on SCHEDULE 5.7
      provided that, except as otherwise indicated in SCHEDULE 5.7, all such
      Indebtedness shall be paid in full, or payment thereof in full shall be
      irrevocably set aside in an account against which the Company has no
      rights or claims, at the time of the Closing;

             (h)    the Company may become and remain liable with respect to
      obligations under Interest Rate Agreements;

             (i)    any Person that after the date of Closing 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 10.1(f); and

            (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 10.1(f).

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   39

      Section 10.2. 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 held or hereafter
acquired, or any income or profits therefrom (whether or not provision is made
for the equal and ratable securing of the Notes in accordance with the
provisions of SECTION 10.17), 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 10.9 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 10.9
      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;

            (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;

            (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 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 materially impair the value or intended use,
      occupancy and operation of the property covered thereby;

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   40

            (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)   Liens existing on the Assets at the time of the acquisition
      thereof by the Company and described in SCHEDULE 10.2;

            (j)   Liens created by any of the Security Documents securing
      Indebtedness evidenced by the Notes, the 1999 Notes and the 1995 Notes or
      other Parity Debt incurred in accordance with SECTION 10.1(f) and 10.2(m)
      (or any extension, renewal, refunding, replacement or refinancing of any
      such Indebtedness) in accordance with SECTION 10.1(a) during the period
      prior to the date of the release or discharge of such Liens pursuant to
      SECTION 1.3;

             (k)    Liens created by any of the Security Documents securing
      Indebtedness incurred under the Acquisition Facility (or any extension,
      renewal, refunding, replacement or refinancing of any such Indebtedness)
      in accordance with SECTION 10.1(b) during the period prior to the date of
      the release or discharge of such Liens pursuant to SECTION 1.3;

             (l)    Liens created by any of the Security Documents securing
      Indebtedness or letter of credit obligations created under the Revolving
      Credit Facility (or any extension, renewal, refunding, replacement or
      refinancing of any such Indebtedness) in accordance with SECTION 10.1(e)
      during the period prior to the date of the release or discharge of such
      Liens pursuant to SECTION 1.3;

             (m)    Liens (other than the Liens referred to in clauses (j), (k)
      or (l) above) securing Indebtedness incurred in accordance with SECTION
      10.1(b) or 10.1(e) or, to the extent incurred (i) to repay Indebtedness
      or letter of credit obligations incurred and outstanding under the
      Acquisition Facility or the Revolving Credit Facility (or any extension,
      renewal, refunding, replacement or refinancing of 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
      10.1(f)(i) and (ii), provided that (1) such Liens are effected through an
      amendment to the Security Documents to the extent necessary to provide
      the holders of such Indebtedness equal and ratable security in the
      property and assets subject to the Security Documents with the holders of
      the Notes and the other Indebtedness secured under the Security
      Documents, (2) in the case of Indebtedness incurred in accordance with
      SECTION 10.1(b) or 10.1(f)(i) and (ii) 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

                                      -34-

   41

      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 10.1(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 120 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;

             (q)    any Lien renewing or extending any Lien permitted by
      subdivision (h), (i), (m), (n), (r) or (s) of this SECTION 10.2, 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 10.1(a),
      any accrued interest thereon and Make Whole Amount with respect thereto),
      and (ii) no assets encumbered by any such Lien other than the assets
      encumbered immediately prior to such renewal or extension shall be
      encumbered thereby;

                                      -35-

   42
                    (r) from and after the date of the discharge or release of
              the Liens created by the Security Documents pursuant to SECTION
              1.3, any Lien on the Inventory and/or Receivables (as each such
              term is defined in the UCC) of the Company securing Indebtedness
              from time to time outstanding pursuant to the Revolving Credit
              Facility (or any extension, renewal, refunding, replacement or
              refinancing of any such Indebtedness); provided that the maximum
              amount of such Indebtedness secured by any Lien on such Inventory
              and/or Receivables does not exceed $100,000,000 (notwithstanding
              that the aggregate amount of Indebtedness outstanding under such
              Revolving Credit Facility may exceed $100,000,000); and

                    (s) from and after the date of the release or discharge of
              the Liens of the Security Documents pursuant to SECTION 1.3, any
              Lien created or incurred to secure Indebtedness of the Company or
              any Restricted Subsidiary, in addition to the Liens permitted by
              the preceding clauses (a) through (r) of this SECTION 10.2;
              provided that all Indebtedness secured by any such Lien shall have
              been created or incurred pursuant to the exceptions set forth in
              SECTION 10.1 and within the limitations provided in SECTION
              10.1(f)(iii).

      Section 10.3. Investments, Guaranties, 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 Guaranty of any
Indebtedness of a Control Affiliate, or (iii) create or become liable with
respect to any Guaranty (provided, however, that nothing contained in this
SECTION 10.3, except clause (ii) above, is intended to limit the making of any
Guaranty which would be permitted as Indebtedness under SECTION 10.1), except:

             (a) the Company or any Restricted Subsidiary may make and own
       Investments in (collectively, "Cash Equivalents")

                     (1) 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 of
       America, in each case maturing one year or less from the date of
       acquisition thereof,

                     (2) 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.,

                     (3) 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.,

                                      -36-
   43

                     (4) 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 Standard &
       Poor's Rating Group or A2 or better (or comparably if the rating system
       is changed) by Moody's Investors Service, Inc. ("Permitted Banks"),

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

                     (6) bankers' acceptances eligible for rediscount under
       requirements of The Board of Governors of the Federal Reserve System and
       accepted by Permitted Banks, and

                     (7) obligations of the type described in clause (1), (2),
       (3), (4) or (5) 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 of America or
Canada, (ii) incorporated or otherwise formed pursuant to the laws of the United
States of America 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 subdivision (h) below, the Company or
any Restricted Subsidiary may make and own Investments (in addition to
Investments permitted by subdivisions (a), (b), (d), (e), (f) and (g) of this
SECTION 10.3) in any Person incorporated or otherwise formed pursuant to the
laws of the United States of America or Canada or any state or province thereof
or the District of Columbia which is engaged in the United States of America or
Canada in substantially the same business as the Company; provided, however,
that (i) the aggregate amount of all such Investments made by the Company and
its Restricted Subsidiaries at the time of the Closing and outstanding pursuant
to this subdivision (c) and subdivision (h) below shall not at any date of

                                      -37-
   44

       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 subdivision (c), but the unused amount
       of the Annual Limit shall not be carried over to any future years, (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);

             (d) the Company or any Restricted Subsidiary may make and own
       Investments (i) arising out of loans and advances to employees incurred
       in the ordinary course of business, (ii) arising out of extensions of
       trade credit or advances to third parties in the ordinary course of
       business, and (iii) 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 Guaranty 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;
       and

             (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 subdivision (c) above).

      Section 10.4. 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 determined as of the last day of such
calendar quarter, and (b) immediately after giving effect to any such proposed
action no Event of Default (or Default under SECTION 11(b), 11(g) or 11(h))
shall exist and be continuing. 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 10.4 shall prohibit any 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-

                                      -38-
   45

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 10.4)).

      Section 10.5. 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 of the Company or such Restricted Subsidiary,
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 each holder of a Note
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 10.5 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 in the ordinary course of business, (ii) transactions
permitted by SECTION 10.4 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.

      Section 10.6. 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;

             (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
                                      -39-

   46

             (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
       10.7(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 to a Person other than a Restricted
Subsidiary if, assuming such Indebtedness were incurred immediately after such
sale, assignment or disposition, such Indebtedness would be permitted under
SECTION 10.1 (in which case such Indebtedness need not be subject to the
subordination provisions required by SECTION 10.1(c)) and (ii) subject to
compliance with SECTION 10.7(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
10.1, in which case such Indebtedness need not be subject to the subordination
provisions required by SECTION 10.1(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 10.7(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 10.1(f).

      Section 10.7. 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 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(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

                                      -40-
   47

       delivered to each holder of a Note 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 10.1 or 10.2) 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 10.1(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 continental United States of
       America and (z) no Default or Event of Default shall exist and be
       continuing; and

             (iii) subject to compliance with the provisions of SECTION 18.2,
       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, 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 continental United States of America, (x) such
       corporation or limited partnership expressly and unconditionally assumes
       the obligations of the Company under this Agreement, the Notes and the
       other Financing Documents to which the Company is a party, and delivers
       to each holder of a Note at the time outstanding an opinion of counsel
       reasonably satisfactory to the Required Holders 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(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 each holder of
       a Note 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 10.1 or 10.2) 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 10.1(f), and (z) immediately after
       giving effect to such transaction no Default or Event of Default shall
       exist and be continuing; or

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

                                      -41-

   48

                     (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
       10.7, 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 so 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 10.1, in which case such Indebtedness
       need not be subject to the subordination provisions required by SECTION
       10.1(c) so long as such Indebtedness is held by a Person other than the
       Company or a Restricted Subsidiary) 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 subdivision
       (b)(ii) or the proviso of SECTION 10.6 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 10.1(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 subdivision (a)(iii) of this SECTION 10.7, provided that
       each of the conditions set forth in such subdivision (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 subdivision (a)(i), (a)(iii),
(b)(i) or (b)(iii) of this SECTION 10.7 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 any 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 10.21 and (y) Net Proceeds of
              dispositions of shares pursuant to SECTION 10.6 or

                                      -42-
   49

              sales of assets pursuant to SECTION 10.7(b)), less the amount of
              all Net Proceeds of prior dispositions of assets during such
              fiscal year previously applied in accordance with subdivision
              (ii)(B) of this SECTION 10.7(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 subdivision
              (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 of America 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 Notes and Parity Debt, if any, pursuant to
              SECTION 9.3 hereof, all as provided in Section 4(c) of the
              Intercreditor Agreement and such SECTION 9.3; 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 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 Notes) 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

                                      -43-
   50

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 10.8(c) and having a fair market value (as
determined in good faith by the General Partner) not less than that of the
assets so transferred or Capital Stock so issued or sold (so long as such assets
shall become part of the 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 10.3.

      Section 10.8. Partnership or Corporate Existence, etc.; Business;
Compliance with Laws. (a) Except as otherwise expressly permitted in accordance
with SECTION 10.6 or 10.7, (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 10.8 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 holders of the Notes in any material respect and (z)
would not have 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 building ordinances or code) 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 the business of wholesale and
retail sales, distribution and storage of propane gas and related petroleum
derivative products and the retail sale and distribution of propane-related
supplies and equipment, including home appliances.

      Section 10.9. Payment of Taxes and Claims. The Company will, and will
cause each of its Subsidiaries to, pay all material 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 become
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 holders of the
Notes for any such taxes, assessments, charges or claims paid by them; provided
that no such 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.
                                      -44-

   51

      Section 10.10. Compliance with ERISA. Except to the extent that any of
the following occurrences would not, either alone or together, present a
reasonable likelihood of having a Material Adverse Effect, the Company will not,
and will not permit any of its Subsidiaries to: (a) engage in any transaction in
connection with which the Company or any such Subsidiary could be subject to
either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax
imposed by Section 4975 of the Code, (b) terminate (within the meaning of Title
IV of ERISA) or withdraw from any Plan in a manner, or take any other action
with respect to any such Plan (including without limitation a substantial
cessation of operations within the meaning of Section 4062(e) of ERISA), which
could result in any liability of the Company or any such Subsidiary or Related
Person to the PBGC, any Plan, any participant or beneficiary thereunder or any
trustee thereof appointed pursuant to Section 4042(b) or (c) of ERISA, (c)
establish, maintain, contribute to or become obligated to contribute to any
welfare benefit plan (as defined in Section 3(1) of ERISA) or other welfare
benefit arrangement which provides post-employment benefits (other than benefits
required to be provided pursuant to Section 4980B of the Code), (d) fail to make
full payment when due of all amounts which, under the provisions of any Plan or
applicable law, the Company or any such Subsidiary or Related Person is required
to pay as contributions thereto, or permit to exist any material accumulated
funding deficiency, whether or not waived, with respect to any Plan, (e) engage
in any transaction in connection with which the Company or any such Subsidiary
or Related Person could be subject to liability pursuant to Section 4069(a) or
4212(c) of ERISA, or (f) as of any date of determination (A) permit the amount
of unfunded benefit liabilities under any Plan subject to Title IV of ERISA
maintained at such time by the Company or any Related Persons to exceed the
current value of the assets of any such Plan or (B) permit any liability to be
incurred by the Company and the Related Persons pursuant to Title IV of ERISA
with respect to one or more complete or partial withdrawals from any Plan.

      As used in this SECTION 10.10, the term "accumulated funding deficiency"
has the meaning specified in Section 302 of ERISA and Section 412 of the Code,
the term "current value" has the meaning specified in Section 3 of ERISA and the
terms "benefit liabilities" and "amount of unfunded benefit liabilities" have
the meanings specified in Section 4001 of ERISA.

      Section 10.11. Maintenance of Properties; Insurance; Environmental Laws.
(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 Intercreditor Agreement and the
Collateral Agent shall be named as an additional insured party on each insurance
policy maintained pursuant to this SECTION 10.11(b).

             (c) The Company will, and will cause each of its Restricted
Subsidiaries to:

                                      -45-
   52

                    (i) 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;

                    (ii) store, use, release, or dispose of any Hazardous
              Substance at any property owned or leased by the Company or any of
              its Subsidiaries in a manner which would not present a reasonable
              likelihood of having a Material Adverse Effect;

                    (iii) 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;

                    (iv) use, handle or store any propane in compliance with
              all applicable laws, except where such non-compliance would not
              present a reasonable likelihood of having a Material Adverse
              Effect; and

                    (v) take all steps required by Environmental Law to cure
              any violation thereof disclosed in SCHEDULE 5.18.

      Section 10.12. Operative Agreements. The Company will perform and comply
with all of its obligations under each of the Operative Agreements to which it
is a party, will enforce each such Operative Agreement against each other party
thereto and will not accept the termination of any such Operative 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.

      Section 10.13. 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 Security 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 holder of a Note.

      Section 10.14. 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 Intercreditor 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 10.15, cause such Restricted
Subsidiary to execute and deliver to the Collateral Agent a Mortgage 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 10.15.

                                      -46-

   53

      Section 10.15. New Mortgages; Conveyance Agreements. From and after the
date of the Closing, the Company and the Restricted Subsidiaries, if applicable,
will execute and deliver a Mortgage covering any owned district location
hereafter acquired by it and any other real property hereafter acquired by it or
the Restricted Subsidiaries which has an individual value in excess of $100,000
or which has an aggregate value in excess of $500,000 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 Conveyance Agreements and 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 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.

      Section 10.16. Further Assurances. At any time and from time to time
promptly, the Company shall, at its expense, execute and deliver to each holder
of a Note and to the Collateral Agent such further instruments and documents,
and take such further action, as the holders of the Notes may from time to time
reasonably request, in order to further carry out the intent and purpose of this
Agreement and the other Financing Documents and to establish, perfect, preserve
and protect the rights, interests and remedies created, or intended to be
created, in favor of the holders of the Notes 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 or instruments in respect thereof) and the
legal, valid, binding and enforceable nature thereof and the validity of the
Liens created thereby on the General Collateral.

      Section 10.17. 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 10.2 (unless prior written
consent to the creation or assumption thereof shall have been obtained pursuant
to SECTION 18.1), it will make or cause to be made effective provision whereby
the Notes 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.

      Section 10.18. Information Required by Rule 144A. The Company covenants
that it will, upon the prior written request of the holder of any Note, provide
such holder, and any qualified institutional buyer designated by such holder,
such financial and other information as such holder may reasonably determine to
be necessary in order to permit compliance with the information requirements of
Rule 144A under the Securities Act in connection with the resale of Notes,
except at such times as the Company is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act. For the purpose of this SECTION 10.18,
the term "qualified institutional buyer" shall have the meaning specified in
Rule 144A under the Securities Act.

                                      -47-

   54

      Section 10.19. Limitation on Sales of Receivables. The Company will not,
and will not permit any Restricted Subsidiary to, discount or sell (with or
without recourse) any of its accounts or notes receivable, except for sales of
receivables (a) 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, (b) without recourse which are seriously past due and which
have been substantially written off as uncollectible or collectible only after
extended delays, (c) from a Restricted Subsidiary to the Company or (d) made in
connection with the sale of a business but only with respect to the receivables
directly generated by the business so sold.

      Section 10.20. No Action Requiring Registration. Neither the Company nor
anyone acting on its behalf will take any action which would subject the
issuance and sale of the Notes to the registration and prospectus delivery
provisions of the Securities Act or to the registration or qualification
provisions of any securities or Blue Sky law of any applicable jurisdiction.

      Section 10.21. 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 10.1(f); and

              (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 subdivision (ii)(A) of SECTION 10.7(c) (the "Sale
       Condition") and SECTION 10.3(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).

             (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 each holder of Notes, within 20
       Business Days after any such designation, an Officers' Certificate
       stating the effective date of such designation and stating that the
       foregoing conditions contained in this SECTION 10.21 have been satisfied.
       Such

                                      -48-

   55

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, Guaranties 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 10.1(i) or (j) or
SECTION 10.2(n)).

      Section 10.22. Covenants of the General Partner. (a) The General Partner
covenants that it will not create any Liens (other than Liens on the Capital
Stock of the Public Partnership owned by the General Partner) 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. The General
Partner will have no Subsidiaries, other than Petrolane, AmeriGas Technology
Group, Inc. and the Public Partnership, except as contemplated by SECTION
10.22(e).

              (b) The General Partner will deliver to each Significant Holder
(i) financial statements as to itself of the same character described in, and at
the times specified in, SECTION 7(a) and 7(b) with respect to the Company
("Company Financials"), in each case certified and reported on in the same
manner as the Company Financials, and (ii) with reasonable promptness, such
other information and data (financial or other) with respect to the General
Partner as may from time to time be reasonably requested.

             (c) The General Partner will not permit the Public Partnership or
any Subsidiary of the Public Partnership to use funds or other property received
from the Company or a Restricted Subsidiary (as distributions of Available Cash,
the proceeds of loans, advances or investments or otherwise) to pay, prepay,
redeem, retire, purchase, acquire, collateralize or defease any Indebtedness of
a Control Affiliate (including without limitation the Public Partnership Notes);
provided, however, that the General Partner may permit the Public Partnership to
expend any funds received from the Company as distributions of Available Cash in
order (i) to make open market or private purchases of Public Partnership Debt,
but only to the extent that after giving effect to such expenditure (a "Public
Partnership Expenditure") the sum of (x) all Public Partnership Expenditures and
(y) all payments in respect of accepted Note Offers pursuant to SECTION 9.8 at
prices less than 100% of the principal amount of the applicable Notes shall not
exceed $103,600,000 and (ii) to pay interest on the Public Partnership Debt and
to pay the principal thereof at maturity or at any scheduled mandatory
prepayment date (including without limitation pursuant to a (1) Purchase Event
or (2) prepayment under circumstances and on terms substantially identical to,
and not inconsistent with, SECTION 9.3(b) to the extent it relates to Excess
Taking Proceeds or SECTION 10.7(c)(ii) to the extent it relates to Excess Sale
Proceeds, in each case not involving a default).

             (d) The General Partner will perform and comply with all of its
obligations under each of the Operative Agreements to which it is a party, will
enforce each such Operative Agreement against each other party thereto and will
not accept the termination of any such Operative Agreement or any amendment or
supplement thereof or modification or waiver thereunder,

                                      -49-
   56

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.

             (e) Section 6.5 of the Partnership Agreement (the "Incorporated
Covenant") as in effect on the date of the Closing, together with all related
definitions, is hereby incorporated herein in the form included in the
Partnership Agreement on the date of the Closing 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 so long as any of the Notes are
outstanding.

                                   ARTICLE XI

                         EVENTS OF DEFAULT; ACCELERATION

      If any of the following conditions or events ("Events of Default") shall
occur and be continuing:

             (a) the Obligors shall default in the payment of any principal of,
       or Make Whole Amount, if any, on, any Note when the same becomes due and
       payable, whether at maturity or at a date fixed for prepayment or by
       declaration or otherwise; or

             (b) the Obligors shall default in the payment of any interest on
       any Note for more than 5 days after the same becomes due and payable; or

             (c) there shall be a default in the performance of or compliance
       with any term contained in SECTION 7(g) or any of SECTIONS 10.1 (and, in
       the case of the first sentence of SECTION 10.1, such default shall
       continue unremedied for 30 days) through 10.7, inclusive, and 10.8(a)(i),
       provided, however, that with respect to (i) incurrence of Indebtedness in
       violation of SECTION 10.1 in an aggregate outstanding principal amount
       which is less than $5,000,000, (ii) incurrence of a Lien in violation of
       SECTION 10.2 which secures Indebtedness which is in an aggregate
       outstanding principal amount of less than $5,000,000, (iii) transactions
       with an Affiliate in violation of SECTION 10.5 involving an aggregate
       amount of less than $2,000,000, (iv) the making of any Investment or
       creation of a Guaranty in violation of SECTION 10.3 involving an
       aggregate amount of less than $2,000,000, or (v) the entering into of any
       transaction in violation of SECTION 10.6 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) the Company, any Restricted Subsidiary or the General Partner
       shall default in the performance of or compliance with any other term
       contained in this Agreement or contained in any of the other Financing
       Documents or any License Agreement, and such default shall not have been
       remedied within 45 days after such

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   57

       default shall first have become known to any Responsible Officer or
       written notice thereof shall have been received by a Responsible Officer;
       provided, however, that defaults under any Mortgage (other than under any
       Specified Mortgage) shall not constitute an Event of Default under this
       subdivision (d) unless such default shall not have been remedied within
       the applicable 45-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) any representation or warranty made in writing by or on behalf
       of the Company, any Subsidiary thereof or the General Partner in this
       Agreement, the other Financing Documents, the License Agreements or in
       any instrument furnished pursuant to the provisions of this Agreement
       shall prove to have been false or incorrect in any material respect on
       the date as of which made; or

             (f) (i) the Company, any Restricted Subsidiary, the General
       Partner or 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 Notes (regardless of whether or
       not such payment default shall have been waived by the holders of such
       Indebtedness); or (ii) any event shall occur or condition shall exist in
       respect of any Indebtedness of the Company, any Restricted Subsidiary,
       the General Partner or any of its Subsidiaries, 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) Purchase Event or (2) prepayment under circumstances and on
       terms substantially identical to, and not inconsistent with, SECTION
       9.3(b) to the extent it relates to Excess Taking Proceeds or SECTION
       10.7(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, however, that
       the aggregate principal amount of all Indebtedness as to which such a
       default (payment or other), event or condition, as the case may be, shall
       occur or exist exceeds $7,500,000; and provided, further, that this
       subdivision (f) shall not apply to Indebtedness of the General Partner or
       any Subsidiary thereof described in clause (b) of the definition of
       Indebtedness which exists solely because of a pledge by the General
       Partner or such Subsidiary of Capital Stock of the Public Partnership
       owned by the General Partner or such Subsidiary and as to which the
       General Partner or such Subsidiary has assumed no other liability; or
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   58

             (g) filing by or on the behalf of the Company, the General Partner
       or any Significant Subsidiary Group of a voluntary petition or an answer
       seeking reorganization, arrangement, readjustment of debts or for any
       other relief under any bankruptcy, reorganization, compromise,
       arrangement, insolvency, readjustment of debt, dissolution or liquidation
       or similar act or law, state or federal, now or hereafter existing
       ("Bankruptcy Law"), or any action by the Company, the General Partner or
       any Significant Subsidiary Group for, or consent or acquiescence to, the
       appointment of a receiver, trustee or other custodian of the Company, the
       General Partner or any Significant Subsidiary Group, or of all or a
       substantial part of its property; or the making by the Company, the
       General Partner or any Significant Subsidiary Group of any assignment for
       the benefit of creditors; or the admission by the Company, the General
       Partner or any Significant Subsidiary Group in writing of its inability
       to pay its debts as they become due; or

             (h) an involuntary proceeding shall be commenced or an involuntary
       petition shall be filed in a court of competent jurisdiction seeking (i)
       reorganization, arrangement, readjustment of debts or other relief in
       respect of the Company, the General Partner or any Significant Subsidiary
       Group under any Bankruptcy Law or (ii) the appointment of a receiver,
       trustee or other custodian of the Company, the General Partner or any
       Significant Subsidiary Group, or of all or a substantial part of its
       property, and in each case such proceeding or petition shall continue
       undismissed for 60 days or an order or decree approving any of the
       foregoing shall be entered; or

             (i) a final judgment or judgments (which is or are non-appealable
       and non-reviewable or which has not or have not been stayed pending
       appeal or review or as to which all rights to appeal or review have
       expired or been exhausted) shall be rendered against the Company, any
       Restricted Subsidiary, the General Partner or any Significant Subsidiary
       Group for the payment of money in excess of $9,000,000 in the aggregate
       and any one of such judgments shall not be covered by insurance or
       discharged or execution thereon stayed pending appeal or review within 60
       days after entry of such judgment, or, in the event of such a stay, such
       judgment shall not be discharged within 30 days after such stay expires;
       or

             (j) any of the Security Documents shall at any time, for any
       reason (other than pursuant to a transaction permitted pursuant to
       SECTION 1.3, 10.7(a)(i), (b)(i) or (b)(ii)), cease to be in full force
       and effect or shall be declared to be null and void in whole or in any
       material respect (i.e., relating to the validity or priority of the Liens
       created by the Security Documents or the remedies available thereunder)
       by the final judgment (which is non-appealable and non-reviewable or has
       not been stayed pending appeal or review or as to which all rights to
       appeal or review have expired or been exhausted) of any court or other
       Governmental Authority having jurisdiction in respect thereof, or if the
       validity or the enforceability of any of the Security Documents shall be
       contested by or on behalf of the Company or any Restricted Subsidiary, or
       the Company or any Restricted Subsidiary shall renounce any of the
       Security Documents, or deny that it is bound by the terms of any of the
       Security Documents; or

                                      -52-

   59

             (k) any order, judgment or decree is entered in any proceedings
       against the Company decreeing a split-up of the Company which requires
       the divestiture of assets of the Company or the divestiture of the stock
       of a Restricted Subsidiary which would not be permitted if such
       divestiture were considered a partial disposition of assets pursuant to
       SECTION 10.7(c) and such order, judgment or decree shall not be dismissed
       or execution thereon stayed pending appeal or review within 60 days after
       entry thereof, or, in the event of such a stay, such order, judgment or
       decree shall not be dismissed within 30 days after such stay expires; or

             (l) if the General Partner shall be engaged in any business or
       activities other than those permitted by the Partnership Agreement as in
       effect on the date of the Closing or shall not be a Wholly-Owned
       Subsidiary of UGI; or if the General Partner shall (in the aggregate) own
       directly or indirectly (together with UGI and one or more Wholly-Owned
       Subsidiaries of UGI) less than 30% of the Capital Stock both (x) in the
       Company (either directly or through its ownership interests in the Public
       Partnership) and (y) in the Public Partnership; or if the General Partner
       ceases to be the sole general partner of the Company or the sole general
       partner of the Public Partnership;

then, (x) upon the occurrence of any Event of Default described in subdivision
(g) or (h) of this ARTICLE XI with respect to the Company, the unpaid principal
amount of and accrued interest on the Notes shall automatically become due and
payable, without presentment, demand, protest or further notice, which are
hereby waived, or, (y) upon the occurrence and continuance of any other Event of
Default, the Required Holders may at any time (unless all defaults shall
theretofore have been remedied or waived in accordance with the terms hereof) at
its or their option, by written notice or notices to the Obligors, declare all
the Notes to be due and payable, whereupon the same shall forthwith mature and
become due and payable, together with interest accrued thereon and the
applicable Make Whole Amount, if any, with respect to such Notes, all without
presentment, demand, protest or further notice, which are hereby waived,
provided that during the existence of an Event of Default described in
subdivision (a) or (b) of this ARTICLE XI any holder of the Notes at the time
outstanding may, at its option, by notice in writing to the Obligors, declare
the Notes then held by such holder to be due and payable, whereupon the Notes
then held by such holder shall forthwith mature and become due and payable,
together with interest accrued thereon and the applicable Make Whole Amount with
respect to such Notes, without presentment, demand, protest or further notice,
which are hereby waived.

      At any time after the principal of, and interest accrued on, any of the
Notes are declared due and payable, the Required Holders by written notice to
the Obligors, may rescind and annul any such declaration and its consequences if
(x) the Obligors have paid all overdue interest on the Notes, the principal of
and Make Whole Amount, if any, on any such Notes which have become due otherwise
than by reason of such declaration, and interest on such overdue principal and
Make Whole Amount and (to the extent permitted by applicable law) overdue
interest, at a rate per annum equal to the Overdue Rate, (y) all Events of
Default, other than nonpayment of amounts which have become due solely by reason
of such declaration, and all Defaults have been cured or waived, and (z) no
judgment or decree has been entered for the payment of any monies due pursuant
to the Notes or this Agreement; but no such rescission and annulment shall
extend to or affect any subsequent Default or Event of Default or impair any
right consequent thereon.

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   60

                                   ARTICLE XII

                       REMEDIES ON DEFAULT; RECOURSE, ETC.

      In case any one or more Defaults or Events of Default shall occur and be
continuing, (i) the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in
equity or other appropriate proceeding, whether for the specific performance of
any agreement contained herein or in such Note, or for an injunction against a
violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise, and (ii) the
Collateral Agent and the holders of the Notes may exercise any rights or
remedies in their respective capacities under the Security Documents in
accordance with the provisions thereof. No course of dealing and no delay on the
part of any holder of any Note in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice such holder's rights, powers
or remedies. No right, power or remedy conferred by this Agreement or by any
Note upon any holder thereof shall be exclusive of any other right, power or
remedy referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise.

                                  ARTICLE XIII

                                   DEFINITIONS

      Section 13.1. General Definitions. As used herein the following terms
have the following respective meanings:

             "Accepting Holders": the meaning specified in SECTION 9.4(b).

             "Acquired Debt": 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.

             "Acquisition Facility": the revolving credit/term loan facility of
the Company provided for in the Credit Agreement for the purpose of financing
acquisitions of Persons or assets in businesses similar to the Company.

             "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.

             "Affiliate": as applied to any Person, any other Person directly
or indirectly controlling or controlled by or under common control with such
Person, provided that, for purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and

                                      -54-
   61

"under common control with") as used with respect to any Person shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether as a general
partner or through the ownership of voting securities or by contract or
otherwise. As applied to the Company, "Affiliate" includes without limitation
the General Partner and the Public Partnership.

             "Allocable Excess Proceeds": with respect to Excess Sale Proceeds
and Excess Taking Proceeds, a principal amount of Notes determined by allocating
such Excess Sale Proceeds or Excess Taking Proceeds, as the case may be, pro
rata among the holders of all Notes and Parity Debt (assuming, with respect to
revolving debt, that the maximum commitment amount is outstanding), if any,
outstanding on the date the applicable prepayment referred to in SECTION 9.3 is
to be made, according to the aggregate then unpaid principal amounts of the
Notes and Parity Debt, respectively.

             "AmeriGas": AmeriGas Propane, Inc., a Delaware corporation, prior
to its merger with the Company.

             "AmeriGas Finance": AmeriGas Finance Corp., a Delaware corporation
and a Wholly-Owned Subsidiary of the Public Partnership.

             "AmeriGas, Inc.": AmeriGas, Inc., a Pennsylvania corporation.

             "Annual Limit": the meaning specified in SECTION 10.3(c).

             "Applicable Period": means the relevant time period employed in
connection with the calculation of EBITDA.

             "Asset Acquisition": (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 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": the meaning specified in SECTION 10.7(c).

             "Assets": the assets of the Obligors and their respective
Subsidiaries used in the conduct of the Business.

             "Attributable Debt": with respect to any Sale and Lease-Back
Transaction not involving a Capital Lease, as of any date of determination, the
total obligation (discounted to present value at the rate of interest implicit
in the lease included in such transaction) of the lessee for rental payments
(other than amounts required to be paid on account of property taxes,
maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items which do not constitute payments for property rights)
during the remaining portion of the term (including

                                      -55-

   62

extensions which are at the sole option of the lessor) of the lease included in
such transaction (in the case of any lease which is terminable by the lessee
upon the payment of a penalty, such rental obligation shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated).

             "Available Cash": with respect to any calendar quarter, (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 and reserves
necessary to fund expenditures required from Excess Sale Proceeds pursuant to
SECTION 10.7(c)) 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 date of
the Closing, together with all related definitions, are hereby incorporated
herein in the form included in such partnership agreement on the date of the
Closing 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; and provided, further, that Available Cash
shall reflect in each calendar quarter a reserve equal to at least 50% of the
aggregate amount of all interest in respect of the 1995 Notes, the 1999 Notes
and the Notes to be paid in the next calendar quarter.

             "Average Consolidated Pro Forma Debt Service": 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 under Capital Lease obligations, (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 10.1(e) during the most recent four
consecutive calendar quarters.

             "Bankruptcy Law": the meaning specified in SECTION 11(g).

                                      -56-
   63

             "Business": the meaning specified in the first paragraph of this
Agreement.

             "Business Day": any day other than a Saturday, a Sunday or a day
on which commercial banks in New York City or Philadelphia, Pennsylvania are
required or authorized by law or other government action to be closed.

             "Capital Lease": as applied to any Person, any lease of any
property (whether real, personal or mixed) by such Person (as lessee or
guarantor or other surety) which would, in accordance with GAAP, be required to
be classified and accounted for as a capital lease on a balance sheet of such
Person.

             "Capital Stock": with respect to any Person, any and all shares,
units representing 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.

             "Cash Equivalents": the meaning specified in SECTION 10.3(a).

             "CERCLA": the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as the same may be
amended from time to time.

             "Change of Control": (i) the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Public Partnership
or the Company to any Person or group (as such term is used in Section 13(d)(3)
of the Exchange Act) other than Permitted Holders or any Person of which
Permitted Holders beneficially own in the aggregate 51% or more of the Voting
Stock, (ii) the merger or consolidation of the Public Partnership or the Company
with another partnership or corporation other than a Permitted Holder or any
Person of which Permitted Holders beneficially own in the aggregate 51% or more
of the Voting Stock, (iii) the liquidation or dissolution of the Public
Partnership, the Company or the General Partner and (iv) the occurrence of any
transaction, the result of which is that Permitted Holders beneficially own in
the aggregate, directly or indirectly, less than 51% of the Voting Stock of the
General Partner.

             "Closing": the meaning specified in ARTICLE III.

             "Code": the Internal Revenue Code of 1986, as the same may be
amended from time to time.

             "Collateral Agent": Bank of America National Trust and Savings
Association, a national banking association, as Collateral Agent under the
Intercreditor Agreement.

             "Commission": the Securities and Exchange Commission.

                                      -57-
   64

             "Company": AmeriGas Propane, L.P., a Delaware limited partnership.

             "Company Financials": the meaning specified in SECTION 10.22(b).

             "Confidential Information": the meaning specified in SECTION 8.2.

             "Consenting Party": the meaning specified in SECTION 21.9(a).

             "Consolidated Cash Flow": 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 to the extent that such
items constitute reversals of a Consolidated Non-cash Charge for a previous
period and which were included in the computation of Consolidated Cash Flow for
such previous period pursuant to the provisions of the preceding clause (b).
Consolidated Cash Flow shall be calculated after giving effect, on a pro forma
basis for the four full fiscal quarters immediately preceding the date of the
transaction giving rise to the need to calculate Consolidated Cash Flow, to,
without duplication, any Asset Sales or Asset Acquisitions (including without
limitation any Asset Acquisition giving rise to the need to make such
calculation as a result of the 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 (as determined in good faith by the General Partner based upon
reasonable assumptions). See SECTION 13.2.

             "Consolidated Income Tax Expense": 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.
See SECTION 13.2.

             "Consolidated Interest Expense": with respect to the Company and
the Restricted Subsidiaries for any period, without duplication, the sum of (i)
the interest expense 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

                                      -58-
   65

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 and (ii) the interest component of Capital Leases paid, accrued
or scheduled to be paid or accrued by the Company and its Restricted
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP. See SECTION 13.2.

             "Consolidated Net Income": the net income of the Company and the
Restricted Subsidiaries, as determined on a consolidated basis in accordance
with GAAP and after provision for minority interests 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. See SECTION 13.2.

             "Consolidated Net Worth": 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). See SECTION
13.2.

             "Consolidated Non-cash Charges": with respect to the Company and
the Restricted Subsidiaries for any period, the aggregate depreciation,
amortization and any other charge which would not be required to be paid in cash
in a future period, 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. See SECTION 13.2.

             "Consolidated Pro Forma Debt Service": 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 under Capital Lease obligations, (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 10.1(e)
during the most recent four consecutive calendar quarters.

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             "Contribution Agreement": the Merger and Contribution Agreement,
dated as of the date of the 1995 Closing among AmeriGas, AGP-2, CalGas
Corporation of America, Propane Transport, Inc., the Company and the other
signatories thereto, as the same may from time to time be amended, supplemented
or otherwise modified in accordance with the terms thereof and hereof.

             "Control Affiliate": 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).

             "Conveyance Agreements": (a) the Conveyance and Contribution
Agreement, dated as of the date of the 1995 Closing, among Petrolane, the Public
Partnership, the Company and certain other parties and (b) each of the
individual bills of sale and other conveyance documents delivered to the Company
pursuant to the Conveyance and Contribution Agreement referred to in the
foregoing clause (a), in each case as the same may from time to time be amended,
supplemented or otherwise modified in accordance with the terms thereof and
hereof.

             "Credit Agreement": the Amended and Restated Credit Agreement
dated as of September 15, 1997, among the Obligors, Petrolane, Bank of America
National Trust and Savings Association, as agent, and the financial institutions
which are or become parties from time to time thereto, evidencing the
Acquisition Facility and the Revolving Credit Facility, as the same may be
amended, supplemented or otherwise modified from time to time.

             "Default": any event or circumstance described in ARTICLE XI which
with the lapse of any time period specified in ARTICLE XI, or the giving of any
notice specified in ARTICLE XI, or with both such notice and lapse of time,
would constitute an Event of Default.

             "Designation Amounts": the meaning specified in SECTION 10.21(a).

             "Designee": the meaning specified in SECTION 10.21(d).

             "Disinterested Directors": with respect to any transaction or
series of transactions with Affiliates of the Company, 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.

             "Dollar" and sign "$": lawful money of the United States of
America.

             "EBIT": means, for any period, the Company's and its Restricted
Subsidiaries' consolidated net income (not including extraordinary gains or
losses) plus interest charges and income tax expense in each case for such
period, as determined in accordance with GAAP.

             "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 purpose of calculating

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EBITDA for any period (the "Applicable Period"), EBITDA 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". 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.

             "Environmental Laws": applicable federal, state, local and foreign
laws, rules or regulations as amended from time to time, relating to emissions,
discharges, releases, threatened releases, removal, remediation or abatement of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or wastes into or in the environment (including without limitation air, surface
water, ground water or land), or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals or industrial, toxic or
hazardous substances or wastes.

             "ERISA": the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

             "Event Notice": the meaning specified in SECTION 9.9(c).

             "Event of Default": the meaning specified in ARTICLE XI.

             "Excess Proceeds": the meaning specified in SECTION 9.3(b).

             "Excess Sale Proceeds": the meaning specified in SECTION 10.7(c).

             "Excess Taking Proceeds": the meaning specified in SECTION 9.3(b).

             "Exchange Act": the Securities Exchange Act of 1934, as the same
may be amended from time to time.

             "Financing Documents": this Agreement, the Other Agreements, the
Security Documents and the Notes.

             "Funded Debt": 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
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.

             "GAAP": the meaning specified in SECTION 13.2.

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             "General Collateral": 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
Intercreditor Agreement.

             "General Partner": AmeriGas Propane, Inc., a Pennsylvania
corporation.

             "General Security Agreement": the General Security Agreement
referred to in SECTION 4.7, as the same may be amended, supplemented or
otherwise modified from time to time.

             "Governmental Authority": any governmental agency, authority,
instrumentality or regulatory body, other than a court or other tribunal, in
each case whether federal, state, local or foreign.

             "Guaranty": as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person with respect to any
Indebtedness, lease, cash dividend or other obligation of another, including
without limitation (a) any such obligation directly or indirectly guaranteed or
endorsed (otherwise than for collection or deposit in the ordinary course of
business) by such Person, or in respect of which such Person is otherwise
directly or indirectly liable, (b) any other obligation under any contract
which, in economic effect, is substantially equivalent to a guaranty, including
without limitation any such obligation of a partnership in which such Person is
a general partner or of a joint venture in which such Person is a joint
venturer, or (c) any obligation in effect guaranteed by such Person through any
agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain the solvency or
any balance sheet or other financial condition of the obligor of such
obligation, or to make payment for any products, materials or supplies or for
any transportation or services regardless of the non-delivery or nonfurnishing
thereof, in any such case if the purpose or intent of such agreement is to
provide assurance that such obligation will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected against loss in respect thereof.

             "Hazardous Substance": any substance so designated pursuant to
CERCLA, asbestos, petroleum, urea formaldehyde insulation and petroleum
by-products (other than propane).

             "holder": the meaning specified in SECTION 14.1.

             "Incorporated Covenant": the meaning specified in SECTION 10.22(e)

             "Indebtedness": as applied to any Person (without duplication):

                    (a) any indebtedness for borrowed money and all obligations
              evidenced by any bond, note, debenture or other similar instrument
              which such Person has directly or indirectly created, incurred or
              assumed;

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                    (b) any indebtedness for borrowed money and all obligations
              evidenced by any bond, note, debenture or other similar instrument
              secured by any Lien in respect of property owned by such Person,
              whether or not such Person has assumed or become liable for the
              payment of such indebtedness, provided that the amount of such
              Indebtedness, if such Person has not assumed the same or become
              liable therefor, shall in no event be deemed to be greater than
              the fair market value from time to time (as determined in good
              faith by such Person) of the property subject to such Lien;

                    (c) any indebtedness, whether or not for borrowed money
              (excluding trade payables and accrued expenses arising in the
              ordinary course of business), with respect to which such Person
              has become directly or indirectly liable and which represents the
              deferred purchase price (or a portion thereof) or has been
              incurred to finance the purchase price (or a portion thereof) of
              any property or service or business acquired by such Person,
              whether by purchase, consolidation, merger or otherwise;

                    (d) the principal component of any obligations under
              Capital Leases to the extent such obligations would, in accordance
              with GAAP, appear on a balance sheet of such Person;

                    (e) all Attributable Debt of such Person in respect of Sale
              and Lease-Back Transactions not involving a Capital Lease;

                    (f) all Redeemable Capital Stock of such Person valued at
              the greater of its voluntary or involuntary maximum fixed
              repurchase price plus accrued dividends;

                    (g) any Preferred Stock of any Subsidiary of such Person
              valued at the liquidation preference thereof, or any mandatory
              redemption payment obligations in respect thereof plus, in either
              case, accrued dividends thereon;

                    (h) any indebtedness of the character referred to in clause
              (a), (b), (c), (d), (e), (f) or (g) of this definition deemed to
              be extinguished under GAAP but for which such Person remains
              legally liable;

                    (i) any indebtedness of any other Person of the character
              referred to in clause (a), (b), (c), (d), (e), (f), (g) or (h) of
              this definition with respect to which the Person whose
              Indebtedness is being determined has become liable by way of a
              Guaranty; and

                    (j) any amendment, supplement, modification, deferral,
              renewal, extension or refunding of any liability of the types
              referred to in clauses (a) through (i) above.

              For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Agreement and if such price
is based upon, or measured by, the fair market value of such Redeemable

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Capital Stock, such fair market value shall be determined in good faith by the
board of directors or a similar governing body of the issuer of such Redeemable
Capital Stock.

             "Indemnified Liabilities": the meaning specified in SECTION 16.3.

             "Indemnitee" and "Indemnitees": the meaning specified in SECTION
16.3.

             "Institutional Investor": any insurance company, investment
company, pension trust or fund, bank, trust company, mutual fund, or any
portfolio or fund managed by any of the foregoing; provided, however, that a
Person engaged exclusively in short-term money market investments shall not be
deemed to be an Institutional Investor.

             "Intercreditor Agreement": the Intercreditor and Agency Agreement,
dated as of the date of the 1995 Closing, by and among the Obligors, Petrolane,
the Restricted Subsidiaries, you, the Other Purchasers, the holders of the 1995
Notes, the holders of the 1999 Notes, the Agent and the Collateral Agent,
substantially in the form of EXHIBIT D, as the same may be amended, supplemented
or otherwise modified from time to time.

             "Interest Rate Agreement": 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": 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 by 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 the purposes of SECTION
10.3(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": the meaning specified in SECTION 10.21(a).

             "Investment Limit": the meaning specified in SECTION 10.3(c).

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             "License Agreements": collectively, (a) the License Agreement
dated as of the date of the 1995 Closing, 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 the
date of 1995 Closing, by and among Petrolane, the General Partner, the Public
Partnership and the Company, (c) the Trademark License Agreement, dated the date
of the 1995 Closing, by and among UGI, AmeriGas, Inc., the General Partner, the
Public Partnership and the Company and (d) the Trademark License Agreement dated
the date of the 1995 Closing, by and among the General Partner, the Public
Partnership and the Company.

             "Lien": as to any Person, any mortgage, lien (statutory or
otherwise), pledge, reservation, right of entry, encroachment, easement, right
of way, restrictive covenant, license, charge, security interest or other
encumbrance in or on, or any interest or title of any vendor, lessor, lender or
other secured party to or of such Person under any conditional sale or other
title retention agreement or Capital Lease with respect to, any property or
asset owned by such Person. For the purposes of this Agreement, a Person shall
be deemed to be the owner of any asset which it has placed in trust for the
benefit of the holders of Indebtedness of such Person and such trust shall be
deemed to be a Lien if such Indebtedness is deemed to be extinguished under GAAP
and such Person remains legally liable therefor.

             "Make Whole Amount": with respect to any Note, an amount equal to
the excess, if any, of the Discounted Value of the Called Principal of such Note
over the sum of (i) such Called Principal plus (ii) interest accrued thereon as
of (including without limitation interest due on) the Settlement Date with
respect to such Called Principal. The Make Whole Amount shall in no event be
less than zero. The following terms are used in computing the Make Whole Amount:

                    "Called Principal": with respect to any Note, the principal
              of such Note that is to be prepaid or purchased pursuant to
              SECTION 9.2 or 9.3 or becomes or is declared to be immediately due
              and payable pursuant to SECTION 11, as the context requires.

                    "Discounted Value": with respect to the Called Principal of
              any Note, the amount obtained by discounting all Remaining
              Scheduled Payments with respect to such Called Principal from
              their respective scheduled due dates to the Settlement Date with
              respect to such Called Principal, in accordance with accepted
              financial practice and at a discount factor (applied on a
              semi-annual basis) equal to the Reinvestment Yield with respect to
              such Called Principal.

                    "Reinvestment Yield": "Reinvestment Yield" means, with
              respect to the Called Principal of any Note, 0.60% over the yield
              to maturity in the case of a prepayment pursuant to SECTION 9.2
              and 0.75% over the yield to maturity in all other cases, implied
              in any such case by (a) the yields reported, as of 10:00 A.M. (New
              York City time) on the second Business Day preceding the
              Settlement Date with respect to such Called Principal, on the
              display designated as "Page PX1" of the Bloomberg Financial
              Markets Services Screen (or, if not available, any other national
              recognized trading screen reporting on-line intraday trading in
              the U.S. Treasury securities) for on-the-run U.S. Treasury
              securities having a maturity equal to the Remaining Average Life
              of such Called Principal as of such Settlement Date, or (b) if
              such yields are not reported as of such time or the yields

                                      -65-

   72

              reported as of such time are not ascertainable, the Treasury
              Constant Maturity Series Yields reported, for the latest day for
              which such yields have been so reported as of the second Business
              Day preceding the Settlement Date with respect to such Called
              Principal, in Federal Reserve Statistical Release H.15 (519) (or
              any comparable successor publication) for on-the-run U.S. Treasury
              securities having a constant maturity equal to the Remaining
              Average Life of such Called Principal as of such Settlement Date.
              Such implied yield shall be determined, if necessary, by (i)
              converting U.S. Treasury bill quotations to bond-equivalent yields
              in accordance with accepted financial practice and (ii)
              interpolating linearly between (A) the on-the-run U.S. Treasury
              security with the maturity closest to and greater than the
              Remaining Average Life and (B) the on-the-run U.S. Treasury
              security with the maturity closest to and less than the Remaining
              Average Life.

                     "Remaining Average Life": with respect to the Called
              Principal of any Note, the number of years (calculated to the
              nearest one-twelfth year) obtained by dividing (i) such Called
              Principal into (ii) the sum of the products obtained by
              multiplying (a) each Remaining Scheduled Payment of such Called
              Principal (but not of interest thereon) by (b) the number of years
              (calculated to the nearest one-twelfth year) which will elapse
              between the Settlement Date with respect to such Called Principal
              and the scheduled due date of such Remaining Scheduled Payment.

                     "Remaining Scheduled Payments": with respect to the Called
              Principal of any Note, all payments of such Called Principal and
              interest thereon that would be due on or after the Settlement Date
              with respect to such Called Principal if no payment of such Called
              Principal were made prior to its scheduled due date.

                     "Settlement Date": shall mean, with respect to the Called
              Principal of any Note, the date on which such Called Principal is
              to be prepaid or purchased pursuant to SECTION 9.2 or 9.3 or
              becomes or is declared to be immediately due and payable pursuant
              to ARTICLE XI, as the context requires.

             "Material Adverse Effect": (a) a material adverse effect on the
       business, assets or financial condition of the Company and the 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 other Financing
       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.

             "Memorandum": the meaning specified in SECTION 5.4.

             "Mortgages": the meaning specified in the definition of Security
Documents.

             "Mortgaged Property": the properties referred to as the "Mortgaged
Property" in the granting clauses of the Mortgages.

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   73

             "Multiemployer Plan": a Plan which is a "multiemployer plan"
within the meaning of Section 4001(a)(3) of ERISA.

             "Net Amount of Unrestricted Investment": the sum of, without
duplication, (x) the aggregate amount of all Investments made after the date
hereof pursuant to SECTION 10.3(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 10.21 less all Designation Amounts in respect of
Unrestricted Subsidiaries which have been designated as Restricted Subsidiaries
in accordance with the provisions of SECTION 10.21 and otherwise reduced in a
manner consistent with the provisions of the last sentence of the definition of
Investment.

             "Net Proceeds": 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 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.

             "1995 Closing": April 19, 1995.

             "1995 Note Agreement": those certain Note Agreements each dated as
of April 12, 1995 among the Obligors, Petrolane and the purchasers named in
Schedule I thereto, as the same may from time to time be amended, supplemented
or otherwise modified in accordance with the terms thereof and hereof.

             "1995 Notes": the notes issued pursuant to the 1995 Note
Agreement.

             "1999 Note Agreement": those certain Note Agreements each dated as
of March 15, 1999 among the Obligors and the purchasers named in Schedule I
thereto, as the same may from time to time be amended, supplemented or otherwise
modified in accordance with the terms thereof and hereof.

             "1999 Notes": the notes issued pursuant to the 1999 Note
Agreement.

             "Non-Accepting Holders": the meaning specified in SECTION 9.4(a).

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   74

             "Note Offer": the meaning specified in SECTION 9.8.

             "Notes": the meaning specified in ARTICLE I.

             "Obligor and Obligors": the respective meanings specified in
ARTICLE I.

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

             "Operative Agreements": the Contribution Agreement, the Conveyance
Agreements, the Partnership Agreement and the License Agreements.

             "Other Agreements": the meaning specified in ARTICLE II.

             "Other Holder Notice": the meaning specified in SECTION 9.9(b).

             "Other Purchasers": the meaning specified in ARTICLE II.

             "Overdue Rate": as to any Notes an annual rate of interest equal
to the greater of (x) 1% plus the stated interest on the Notes and (y) 1% over
the rate from time to time in effect and publicly announced by The Chase
Manhattan Bank as its prime rate.

             "Parity Debt": Indebtedness of the Company incurred in accordance
with SECTION 10.1(a), 10.1(b), 10.1(e) or 10.1(f)(i) and 10.1(f)(ii) and secured
by the respective Liens of the Security Documents in accordance with SECTION
10.2(j), (k), (l) or (m).

             "Partnership Agreement": the Amended and Restated Agreement of
Limited Partnership of the Company, as in effect on the date of the Closing, and
as the same may from time to time be amended, supplemented or otherwise
modifiedin accordance with the terms thereof and hereof.

             "Partnership Unrestricted Subsidiaries": the Unrestricted
Subsidiaries of the Public Partnership as defined in the Public Partnership
Indenture as in effect on the date of the Closing.

             "PBGC": the Pension Benefit Guaranty Corporation or any
Governmental Authority succeeding to any of its functions.

             "Permits": the meaning specified in SECTION 5.8(a).

             "Permitted Banks": the meaning specified in SECTION 10.3(a).

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             "Permitted Encumbrances": the Liens upon, and exceptions to, title
to the Assets described in the Security Documents and the Operative Agreements.
"Permitted Holders": UGI and its Subsidiaries.

             "Permitted Insurers": 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 of America and Canada, and with assets of
no less than $500 million (or the equivalent in other currencies), and the
underwriters at Lloyd's London.

             "Person": a corporation, a firm, a joint venture, an association,
a partnership, an organization, a business, a trust or other entity or
enterprise, an individual, a government or political subdivision thereof or a
Governmental Authority, department or instrumentality.

             "Petrolane": Petrolane Incorporated, a Pennsylvania corporation.

             "Plan": an "employee benefit plan" (as defined in Section 3 of
ERISA) which is or has been established or maintained, or to which contributions
are or have been made, by the Company or any Related Person or to which the
Company or any Related Person is or has been obligated to contribute, or an
employee benefit plan as to which the Company or any Related Person would be
treated as a contributory sponsor under Section 4069 or 4212 of ERISA if such
plan were terminated.

             "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.

             "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.

             "Pro Rata Option": the meaning specified in SECTION 9.4(b).

             "Public Partnership": the meaning specified in the opening
paragraph hereof.

             "Public Partnership Debt": at any time of determination,
Indebtedness of the Public Partnership and its Subsidiaries (other than the
Company and the Restricted Subsidiaries), including without limitation the
Public Partnership Notes.

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             "Public Partnership Expenditure": the meaning specified in SECTION
10.22(c).

             "Public Partnership Indenture": the Indenture among the Public
Partnership, AmeriGas Finance, and First Union National Bank, formerly known as
First Fidelity Bank, National Association, as trustee, with respect to the
Public Partnership Notes.

             "Public Partnership Notes": the notes issued on the date of 1995
Closing, jointly and severally, by the Public Partnership and AmeriGas Finance,
in the aggregate principal amount of $100 million.

             "PUHCA": the meaning specified in SECTION 5.16.

             "Purchase Date": the meaning specified in SECTION 9.9(b).

             "Purchase Event": either (a) the occurrence of a Change of Control
or (b) the occurrence, under any agreement or instrument relating to
Indebtedness of the Company, the Restricted Subsidiaries, the General Partner,
the Public Partnership (including without limitation the Public Partnership
Notes) or any of its Restricted Subsidiaries (as such term is defined in the
Public Partnership Indenture as in effect on the date of the Closing) of an
event under such agreement or instrument pursuant to which the holders of such
Indebtedness are entitled to require the Person issuing such Indebtedness (or
any of its Affiliates) to purchase, redeem or repurchase such Indebtedness as a
consequence of a "change of control" affecting the Company or any Control
Affiliate; provided that the occurrence of an event described in this clause (b)
shall not constitute a Purchase Event unless the aggregate principal amount of
all such Indebtedness which the Company, the Restricted Subsidiaries, the
General Partner, the Public Partnership and its Restricted Subsidiaries (as such
term is defined in the Public Partnership Indenture as in effect on the date of
the Closing) may be required to purchase, redeem or repurchase as a consequence
thereof exceeds $10,000,000.

             "Purchase Money Lien": the meaning specified in SECTION 10.2(n).

             "Purchase Notice": the meaning specified in SECTION 9.9(a).

             "QPAM Exemption": the meaning specified in SECTION 6.2(c).

             "Redeemable Capital Stock": as of any date of determination, any
shares of any class or series of Capital Stock, that, either by the terms
thereof, by the terms of any security into which such shares are convertible or
exchangeable or by contract or otherwise, are or upon the happening of an event
or passage of time would be, required to be redeemed prior to the stated
maturity with respect to the principal of any Note or are redeemable at the
option of the holder thereof at any time prior to the stated maturity of any
Note, or are convertible into or exchangeable for Indebtedness at any time prior
to the stated maturity of any Note.

             "Related Person": any trade or business, whether or not
incorporated, which, as of any date of determination, would be treated as a
single employer together with the Company, under Section 414(b) or (c) of the
Code.

                                      -70-
   77

             "Required Holders": the holders of at least 51% in aggregate
principal amount of the Notes outstanding from time to time.

             "Responsible Officer": with respect to any certificate, report,
notice or information to be delivered or given under this Agreement or knowledge
of any Default or Event of Default hereunder, the president, chief executive
officer, chief financial officer, senior vice president corporate development,
principal accounting officer or treasurer of the Company or other officer of the
Company or the General Partner involved principally in the Company's financial
administration or controllership function.

             "Restricted Payment": with respect to each of the Company and the
Restricted Subsidiaries (the "Covered Persons"): (a) in the case of any Covered
Person that is a partnership, (i) any payment or other distribution, direct or
indirect, in respect of any partnership interest in such Covered Person, except
a distribution payable solely in additional partnership interests in such
Covered Person and (ii) any payment, direct or indirect, by such Covered 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.

             "Restricted Subsidiary": any Subsidiary of the Company organized
under the laws of the United States of America 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 of America or Canada and which is designated as a Restricted Subsidiary
in SCHEDULE 5.2 or which shall be designated as a Restricted Subsidiary by the
General Partner at a subsequent date as provided in SECTION 10.21; 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 10.21.

             "Revolving Credit Facility": any revolving credit facility of the
Company the proceeds of which are permitted to be used for working capital
purposes and for general purposes.

             "Routine Permits": the meaning specified in SECTION 5.8(a).

             "Sale and Lease-Back Transaction": of a Person (a "Transferor")
shall mean any arrangement (other than between the Company and a Wholly-Owned
Restricted Subsidiary or

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   78

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": the meaning specified in SECTION 10.21(a).

             "Securities Act": the Securities Act of 1933, as the same may be
amended from time to time.

             "Security Documents": (a) the Intercreditor Agreement, (b) each of
(1) the mortgage, assignment of leases and rents, security agreement, financing
statement and fixture filings, (2) the deed of trust, assignment of leases and
rents, security agreement, financing statement and fixture filings and (3) the
deed to secure debt, assignment of leases and rents, security agreement,
financing statement and fixture filings, each made by the Company in favor of
the Collateral Agent, each dated as of the date of the 1995 Closing and covering
the Mortgaged Properties located in the counties listed on SCHEDULE 5.8(b),
those executed after the Closing as required by SECTION 10.15 and those executed
by Restricted Subsidiaries (rather than the Company) after the Closing as
required by SECTION 10.14, in each case substantially in the form of EXHIBIT E-1
and E-2, respectively (as each of the same may be amended, supplemented or
otherwise modified from time to time, a "Mortgage" and collectively, the
"Mortgages"), (c) the General Security Agreement, (d) the Subsidiary Security
Agreement, (e) the Subsidiary Guarantee and (f) any other instrument or
agreement which purports to grant to the Collateral Agent a security interest in
or a lien on property to secure any Note, 1995 Note, 1999 Note, Bank Note or
Parity Debt, or which is stated therein to be a Security Document.

              "Significant Holder": (a) each original purchaser of Notes under
this Agreement or the Other Agreements, so long as such original purchaser shall
hold any Note, (b) any Affiliate of any such original purchaser so long as such
Affiliate shall hold any Note, and (c) any other holder of at least 1% of the
aggregate principal amount of the Notes then outstanding which is an
Institutional Investor.

             "Significant Subsidiary Group": 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 subdivision (g) or (h) of SECTION 11 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
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.

             "Specified Mortgage": any Mortgage covering the Mortgaged Property
identified on SCHEDULE 5.8(e).

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   79

             "Subject Property": the meaning specified in the definition of
Sale and Lease-Back Transaction.

             "Subsidiary": 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": the Restricted Subsidiary Guarantee
referred to in SECTION 4.7, as the same may be amended, supplemented or
otherwise modified from time to time.

             "Subsidiary Security Agreement": the Subsidiary Security Agreement
referred to in SECTION 4.7, as the same may be amended, supplemented or
otherwise modified from time to time.

             "Total Assets": 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. See SECTION 13.2.

             "Total Debt": 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 10.1(c)). See SECTION 13.2.

             "Transferor": the meaning specified in the definition of Sale and
Lease-Back Transaction.

             "UCC": the Uniform Commercial Code as it may from time to time be
in effect in the State of New York.

             "UGI": UGI Corporation, a Pennsylvania corporation.

             "Unrestricted Subsidiary": any Subsidiary of the Company other
than a Restricted Subsidiary.

             "Voting Stock": any class of Capital Stock pursuant to which the
holders thereof have the general voting power under ordinary circumstances to
elect at least a majority of the board of

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   80

directors, managers, general partners or trustees of any Person (irrespective of
whether or not, at the time, Capital Stock of any other class or classes shall
have, or might have, voting power by reason of the happening of any contingency)
or, with respect to a partnership (whether general or limited), any general
partner interest in such partnership.

             "Wholly-Owned": as applied to any Subsidiary of any Person, a
Subsidiary all of the outstanding shares (other than directors' qualifying
shares, if required by law) of every class of stock or other equity interests of
which are at the time owned by such Person or by one or more of its Wholly-Owned
Subsidiaries or by such Person and one or more of its Wholly-Owned Subsidiaries.

             "Wholly-Owned Restricted Subsidiary": a Restricted Subsidiary all
of the outstanding shares (other than directors' qualifying shares, if required
by law) of every class of stock or other equity interests of which are owned by
the Company and/or one or more other Wholly-Owned Restricted Subsidiaries.

      Section 13.2. Accounting Terms And Determination. (a) All references in
this Agreement to "GAAP" shall mean generally accepted accounting principles in
effect in the United States of America at the time of application thereof, but
subject to the provisions of this SECTION 13.2. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made, and
all financial statements and certificates and reports as to financial matters
required to be furnished hereunder shall be prepared, in accordance with GAAP
applied on a basis consistent with the most recent audited consolidated
financial statements of the Company and its Subsidiaries delivered pursuant to
SECTION 7(b).

      (b) All references herein to "the Company and the Restricted
Subsidiaries" for the purposes of computing the consolidated financial position,
results of operations or other balance sheet or financial statement items
(including without limitation the computation of Available Cash, Average
Consolidated Pro Forma Debt Service, Consolidated Cash Flow, Consolidated Income
Tax Expense, Consolidated Interest Expense, Consolidated Net Income,
Consolidated Net Worth, Consolidated Non-cash Charges, Consolidated Pro Forma
Debt Service, Total Assets and Total Debt) shall be deemed to include only the
Company and the Restricted Subsidiaries as separate legal entities and, unless
otherwise provided herein, shall not include the financial position, results of
operations, cash flows or other such items of any other Person (including
without limitation an Unrestricted Subsidiary), whether or not, in any
particular instance, such accounting treatment would be in accordance with GAAP.

                                   ARTICLE XIV

                REGISTRATION, TRANSFER AND SUBSTITUTION OF NOTES

      Section 14.1. Note Register; Ownership of Notes. Any Notes issued in
substantially the form of EXHIBIT A are in "registered form." The Company will
keep at its principal office a register in which the Company will provide for
the registration of Notes in registered form and

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the registration of transfers of Notes in registered form. The Obligors may
treat the Person in whose name any Note is registered on such register as the
owner thereof for the purpose of receiving payment of the principal of and the
Make Whole Amount, if any, and interest on such Note and for all other purposes,
whether or not such Note shall be overdue, and the Obligors shall not be
affected by any notice to the contrary. All references in this Agreement or in a
Note to a "holder" of any Note shall mean the Person in whose name such Note is
at the time registered on such register.

      Section 14.2. Transfer and Exchange of Notes. (a) Upon surrender of any
Note for registration of transfer (in accordance with SECTION 14.1) or for
exchange to the Company at its principal office, the Obligors at their expense
within 5 Business Days will execute and deliver in exchange therefor a new Note
or Notes in denominations of at least $100,000 (except one Note may be issued in
a lesser principal amount if the unpaid principal amount of the surrendered Note
is not evenly divisible by, or is less than, $100,000), as requested by the
holder or transferee, which aggregate the unpaid principal amount of such
surrendered Note. Each such new Note shall be in registered form. Each such new
Note shall be dated so that there will be no loss of interest on such
surrendered Note and otherwise of like tenor, and shall be registered in the
name or names of such Person as the holder or transferee may request. Any Note
in lieu of which any such new Note has been executed and delivered shall not be
deemed to be an outstanding Note for any purpose of this Agreement. Unless
otherwise agreed by the Obligors, all transfers of Notes (other than to
Affiliates of the transferor) shall be in a minimum principal amount of 1% of
the then outstanding principal amount of such Notes (or the entire aggregate
principal amount of Notes held by the transferor, if less) and shall be made
only to, or to a Person for resale to, an Institutional Investor.

      (b) Each holder of Notes agrees that, prior to any transfer of Notes
pursuant to SECTION 14.2(a) hereof, such holder will obtain from the transferee
of such Notes, either (i) a representation substantially identical to the
representation set forth in SECTION 6.2, or (ii) a representation that the
purchase of the Notes by the transferee does not involve a prohibited
transaction within the meaning of Section 406(a) of ERISA or Section
4975(c)(1)(A),(B),(C), or (D) of the Code. Each holder further agrees that such
representation shall be made in writing, and shall be delivered to the Company
prior to, or concurrently with, the effective date of such transfer.

      Section 14.3. Replacement of Notes. Upon receipt of evidence reasonably
satisfactory to the Obligors of the loss, theft, destruction or mutilation of
any Note and, in the case of any such loss, theft or destruction of any Note,
upon delivery of an indemnity bond in such reasonable amount as the Company may
determine (or, in the case of any Note held by you or another Institutional
Investor or your or its nominee, of an unsecured indemnity agreement from you or
such other holder), or, in the case of any such mutilation, upon the surrender
of such Note for cancellation to the Company at its principal office, the
Obligors at their expense within 5 Business Days will execute and deliver, in
lieu thereof, a new Note in the unpaid principal amount of such lost, stolen,
destroyed or mutilated Note, dated so that there will be no loss of interest on
such Note and otherwise of like tenor. Any Note in lieu of which any such new
Note has been so executed and delivered by the Obligors shall not be deemed to
be an outstanding Note for any purpose of this Agreement.

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   82

       Section 14.4. Notes Held by the Obligors, etc., Deemed Not Outstanding.
For the purposes of determining whether the holders of Notes of the requisite
principal amount at the time outstanding have taken any action authorized by
this Agreement with respect to the giving of consents or approvals or with
respect to acceleration upon an Event of Default, any Notes directly or
indirectly owned by the Obligors or any of their Affiliates shall be disregarded
and deemed not to be outstanding.

       Section 14.5. Transferee Obligations. In the case of a transfer of any
Note, you will cause the transferee to represent to you in writing in a letter
substantially in the form of EXHIBIT K attached hereto for the benefit of the
Obligors that such transferee expressly and unconditionally assumes all
obligations of a holder of Notes arising from and after the date of such
transfer under this Agreement and the other Financing Documents as if it were a
party hereto; provided, however, that failure by you to obtain such letter shall
neither void the transfer nor mean the transferee is not bound by the terms of
this Agreement.

                                   ARTICLE XV

                                PAYMENTS ON NOTES

       Section 15.1. Place of Payment. Payments of principal, Make Whole Amount,
if any, and interest becoming due and payable on the Notes shall be made at the
principal office of The Chase Manhattan Bank, New York, New York, in the Borough
of Manhattan, the City and State of New York, unless the Obligors, by written
notice to each holder of any Notes, shall designate the principal office of
another bank or trust company in such Borough as such place of payment, in which
case the principal office of such other bank or trust company shall thereafter
be such place of payment.

       Section 15.2. Home Office Payment. So long as you or your nominee shall
be the holder of any Note, and notwithstanding anything contained in SECTION
15.1 or in such Note to the contrary, the Obligors will jointly and severally
pay all sums becoming due on such Note for principal, Make Whole Amount, if any,
and interest no later than 12:00 noon (New York City time) and by the method and
at the address specified for such purpose in SCHEDULE II, or by such other
reasonable method or at such other address as you shall have from time to time
specified to the Obligors in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except as
provided in SECTION 15.3. Prior to any sale or other disposition of any Note
held by you or your nominee you will either surrender such Note to the Obligors
in exchange for a new Note or Notes pursuant to SECTION 14.2 or mark the
principal amount outstanding on such Note and the date to which interest has
been paid on such Note. The Obligors will afford the benefits of this SECTION
15.2 to any Institutional Investor which is the direct or indirect transferee of
any Note purchased by you under this Agreement and which has made the same
agreement relating to such Note as you have made in this SECTION 15.2.

       Section 15.3. Payment in Full. After payment in full of, and satisfaction
of all obligations under, any Note, the holder of such Note agrees to promptly
return such Note marked "Paid in Full" to the Company.

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   83

                                   ARTICLE XVI

                       EXPENSES AND INDEMNIFICATION, ETC.

       Section 16.1. Expenses. Whether or not the transactions contemplated
hereby shall be consummated, the Company will pay all reasonable expenses in
connection with such transactions and in connection with any amendments or
waivers (as provided for below whether or not the same become effective) under
or in respect of this Agreement or the other Financing Documents, including
without limitation: (i) the cost and expenses of preparing and reproducing this
Agreement, the Operative Agreements and the other Financing Documents, of
furnishing all opinions of counsel required hereunder or under the Operative
Agreements and all certificates on behalf of the Company or the General Partner,
and of the Company's or the General Partner's performance of and compliance with
all agreements and conditions contained herein on its part to be performed or
complied with; (ii) the cost of delivering to your principal office, insured to
your reasonable satisfaction, the Notes sold to you hereunder and any Notes
delivered to you upon any substitution thereof pursuant to ARTICLE XIV and of
your delivering any Notes, insured to your reasonable satisfaction, upon any
such substitution; (iii) the reasonable fees, expenses and disbursements of not
more than one outside special counsel and one outside local counsel in each
jurisdiction where a Mortgage is filed in connection with such transactions and
any such amendments or waivers; (iv) the costs and expenses, including
attorneys' fees, incurred by you or any subsequent holder of a Note in enforcing
(or determining whether or how to enforce) any rights under this Agreement, the
Notes or the other Financing Documents or in responding to any subpoena, civil
investigative demand or other legal process in connection with this Agreement or
the transactions contemplated hereby or by reason of you or any subsequent
holder of Notes having acquired any Note, including without limitation costs and
expenses incurred in any bankruptcy case; (v) the cost and expenses of obtaining
a Private Placement Number for the Notes; and (vi) the reasonable out-of-pocket
expenses incurred by you in connection with such transactions and any such
amendments or waivers. The Company also will pay, and the Obligors will jointly
and severally save you and each holder of any Notes harmless from, all claims in
respect of the fees, if any, of brokers and finders (unless engaged by you or
any such holder) and any and all liabilities with respect to any taxes
(including interest and penalties and other than taxes calculated on or by
reference to income) which may be payable in respect of the execution and
delivery hereof, the issue of the Notes hereunder and any amendment or waiver
under or in respect hereof or of the Notes. In furtherance of the foregoing, on
the date of the Closing the Company will pay the reasonable fees and
disbursements of your special counsel which are reflected as unpaid in the
statement of Chapman and Cutler your special counsel delivered to the Company
prior to the date of the Closing; and thereafter the Company will pay, promptly
upon receipt of supplemental statements therefor from time to time, additional
reasonable fees, if any, and disbursements of your special counsel in connection
with the transactions hereby contemplated (including unposted fees and
disbursements as of the date of the Closing).

       Section 16.2. Costs of Collection. In case of a default in the payment or
performance of any provision hereof or of the Notes or of the other Financing
Documents, the Company will pay to the holder of each Note such further amount
as shall be sufficient to cover the reasonable out-of-pocket cost and expenses
of collection, including without limitation reasonable attorneys'

                                      -77-
   84

fees, expenses and disbursements, and any out-of-pocket costs and expenses of
any such holder incurred in connection with analyzing, evaluating, protecting,
ascertaining, defending or enforcing any of its rights as set forth herein or in
any of the other Financing Documents.

       Section 16.3. Indemnification. The Obligors jointly and severally agree,
to the extent permitted by applicable law, to indemnify and hold you and each of
your officers, directors, trustees, employees and agents (collectively, the
"Indemnitees" and individually an "Indemnitee") free and harmless from and
against any and all actions, causes of action, suits, losses, liabilities and
damages, and reasonable expenses and disbursements in connection therewith
(including allocable reasonable costs of in-house counsel) (collectively, the
"Indemnified Liabilities"), incurred by the Indemnitees or any of them as a
result of a claim by a third party or asserted by a third party against such
Indemnitee, in each case as a result of, or arising out of, or relating to any
transaction financed or to be financed in whole or in part directly or
indirectly with proceeds from the sale of any of the Notes, including without
limitation any response, remediation or removal liability or expense arising out
of any Environmental Law, except as to any Indemnitee for any such Indemnified
Liabilities arising on account of such Indemnitee's gross negligence or willful
misconduct; provided that if, and to the extent, the foregoing undertaking may
be unenforceable for any reason, the Obligors jointly and severally agree to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

       Section 16.4. Survival. The obligations of the Obligors under this
Section 16 shall survive the payment, prepayment or transfer of the Notes.

                                  ARTICLE XVII

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

              All representations and warranties contained in this Agreement or
the other Financing Documents, or made in writing by or on behalf of you, the
Obligors or any of their Affiliates, pursuant to this Agreement or the other
Financing Documents or any other document or instrument referenced herein shall
survive the execution and delivery of this Agreement and the other Financing
Documents, any investigation at any time made by or on behalf of you or the
Obligors, the purchase of the Notes by you under this Agreement and any
disposition or payment of the Notes.

                                  ARTICLE XVIII

                             AMENDMENTS AND WAIVERS

       Section 18.1. Generally. Any term of this Agreement or of the Notes may
be amended and the observance of any term of this Agreement or of the Notes may
be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Obligors and the
Required Holders, provided that, without the prior written consent of the
holders of all the Notes at the time outstanding, no such amendment or

                                      -78-
   85

waiver shall change (a) the maturity or the principal amount of, or change the
rate of interest or the time of payment of interest on, or change the amount or
the time of payment of any principal or Make Whole Amount payable on any
prepayment of, any Note, (b) the aforesaid percentage of the principal amount of
the Notes the holders of which are required to consent to any such amendment or
waiver or change the rights of such holders with respect thereto, (c) the
percentage of the principal amount of the Notes the holders of which may declare
the Notes to be due and payable as provided in ARTICLE XI or change the rights
of such holders with respect thereto, (d) the right of any holder of Notes to
declare such holder's Notes to be due and payable as a consequence of an Event
of Default under SECTION 11(a) or 11(b), or (e) the percentage of the principal
amount of the Notes the holders of which may rescind and annul any such
declaration as provided in ARTICLE XI. Any amendment or waiver effected in
accordance with this ARTICLE XVIII shall be binding upon each holder of any Note
at the time outstanding, each future holder of any Note and the Obligors.

       Section 18.2. Corporate Transaction. In connection with a proposed
merger, consolidation or sale of all or substantially all of the assets of the
Company in accordance with SECTION 10.7(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 Financing Documents (including without limitation, (1)
the ability of the Company to make payments under SECTION 10.4, and (2) the
ability of the Company to incur Indebtedness under SECTION 10.1, in each case
taking into account the effect of any change in the tax status of the Company or
its financial condition and the applicable financial covenant) to reflect the
corporate existence of such successor corporation and any other matters in form
acceptable to the Required Holders, provided that such modified terms and
conditions convey to the parties substantially the same rights and obligations
provided under the Financing Documents immediately prior to such transaction and
(ii) that any potential Event of Default described in SECTION 11(l) which would
result from such transaction shall not be asserted by you if after giving effect
to such transaction UGI shall own directly or indirectly at least 51% of the
Voting Stock of the corporation that is the successor to the Company.

                                   ARTICLE XIX

                                  NOTICES, ETC.

              Except as otherwise provided in this Agreement, notices and other
communications under this Agreement shall be in writing and shall be delivered
by hand, by express courier service, by registered or certified mail, return
receipt requested, postage prepaid, by first-class mail or by telecopy (such
delivery confirmed by telephone), addressed, (a) if to you, at the address set
forth in SCHEDULE II or at such other address as you shall have furnished to the
Obligors in writing, except as otherwise provided in SECTION 15.2 with respect
to payments on Notes held by you or your nominee, or (b) if to any other holder
of any Note, at such address as such other holder shall have furnished to the
Obligors in writing, or, until any such other holder so furnishes to the
Obligors an address, then to and at the address of the last holder of such Note
who has so furnished an address to the Obligors, or (c) if to the Obligors, at
460 North Gulph Road, King of Prussia, PA 19406, Attention: Treasurer (Tel.:
610-337-1000), or at such other address, or to the

                                      -79-
   86

attention of such other officer, as the Obligors shall have furnished to you and
each such other holder in writing. Any notice so addressed and mailed or
delivered shall be deemed to be given (1) one Business Day after being consigned
to an express courier service, (2) three Business Days after being mailed by
registered, certified or first-class mail, (3) on the same Business Day, if by
hand and (4) when received, if by telecopy; provided, however, that any notice
under ARTICLE IX hereof shall be delivered by an express courier service.

                                   ARTICLE XX

                            SUBSTITUTION OF PURCHASER

              You shall have the right to substitute any one of your Affiliates
as the purchaser of the Notes which you have agreed to purchase hereunder by
written notice to the Obligors given at least two Business Days prior to the
date of Closing, which notice shall be signed by both you and such Affiliate,
shall contain such Affiliate's agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in ARTICLE VI. Upon receipt of such notice,
wherever the word "you" is used in this Agreement (other than in this ARTICLE
XX), such word shall be deemed to refer to such Affiliate in lieu of you. In the
event that such Affiliate is so substituted as a purchaser hereunder and such
Affiliate thereafter transfers to you all of the Notes then held by such
Affiliate, upon receipt by the Obligors of notice of such transfer, wherever the
word "you" is used in this Agreement (other than in this ARTICLE XX), such word
shall no longer be deemed to refer to such Affiliate, but shall refer to you,
and you shall have all the rights of an original holder of the Notes under this
Agreement.

                                  ARTICLE XXI

                                  MISCELLANEOUS

       Section 21.1. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto, whether so expressed or not, and, in
particular, shall inure to the benefit of and be enforceable by any holder or
holders at the time of the Notes or any part thereof.

       Section 21.2. Entire Agreement. This Agreement, the Notes and the other
Financing Documents embody the entire agreement and understanding between you
and the Obligors relating to the subject matter hereof and thereof and supersede
all prior agreements and understandings relating to the subject matter hereof
and thereof.

       Section 21.3. Descriptive Headings. The headings in this Agreement are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.

       Section 21.4. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                                      -80-
   87

       SECTION 21.5. GOVERNING LAW; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND
THE NOTES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PRINCIPLES.

              (b) EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, ANY
EXHIBIT HERETO OR ANY FINANCING DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING OR STATEMENTS (WHETHER ORAL OR WRITTEN) MADE BY THE PARTIES HEREIN.

       Section 21.6. Payments Due on Non-Business Days. Anything in this
Agreement or the Notes to the contrary notwithstanding, any payment of principal
of or interest on any Note that is due on a date other than a Business Day shall
be made on the next succeeding Business Day. If the date for any payment is
extended to the next succeeding Business Day by reason of the preceding
sentence, the period of such extension shall be included in the computation of
the interest, if any, payable on such Business Day.

       Section 21.7. Satisfaction Requirement. If any agreement, certificate or
other writing, or any action taken or to be taken, is by the terms of this
Agreement or any of the other Financing Documents required to be satisfactory to
you or to the holder or holders of the outstanding Notes (or any specified
percentage thereof), the determination of such satisfaction shall be made by you
or such holder or holders, as the case may be, in the commercially reasonable
judgment of the Person or Persons making such determination.

       Section 21.8. Severability. Any provision of this Agreement which is held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without invalidating the remaining provisions hereof, and any
such invalidity, illegality or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

       Section 21.9. Consent to Jurisdiction; Service of Process. (a) Each of
the Obligors irrevocably submits to the non-exclusive in personam jurisdiction
of any New York State or federal court sitting in the Borough of Manhattan, The
City of New York over any suit, action or proceeding arising out of or relating
to this Agreement, the Notes or the other Financing Documents. Each Obligor is
referred to in this SECTION 21.9 as a "Consenting Party." To the fullest extent
it may effectively do so under applicable law, each Consenting Party irrevocably
waives and agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the in personam jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any
claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum; provided that such consent to
jurisdiction is solely for the purposes referred to in this SECTION 21.9(a) and
shall not be deemed to be a general submission to jurisdiction of such courts or
in the State of New York other than for such purposes.

                                      -81-
   88

              (b) Each Consenting Party agrees, to the fullest extent it may
effectively do so under applicable law, that a final judgment in any suit,
action or proceeding of the nature referred to in subdivision (a) of this
SECTION 21.9 brought in any such court shall be conclusive and binding upon such
Consenting Party subject to rights of appeal, as the case may be, and may be
enforced in the courts of the United States of America or the State of New York
(or any other courts to the jurisdiction of which such Consenting Party is or
may be subject) by a suit upon such judgment.

              (c) Each Consenting Party consents to process being served in any
suit, action or proceeding of the nature referred to in subdivision (a) of this
SECTION 21.9 by mailing a copy thereof by registered or certified mail, postage
prepaid, return receipt requested, to the address of the Company specified in or
designated pursuant to ARTICLE XIX or by commercial delivery service. Each
Consenting Party agrees that such service upon receipt (i) shall be deemed in
every respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to such Consenting
Party. Such service shall be conclusively presumed received as evidenced by a
delivery receipt furnished by the United States Postal Service or any commercial
delivery service.

              (d) Nothing in this SECTION 21.9 shall affect the right of any
holder of Notes to serve process in any manner permitted by law, or limit any
right that the holders of any of the Notes may have to bring proceedings against
any Consenting Party in the courts of any appropriate jurisdiction or to enforce
in any lawful manner a judgment obtained in one jurisdiction in any other
jurisdiction.

                                      -82-
   89

              If you are in agreement with the foregoing, please sign the form
of acceptance on the enclosed counterpart of this letter and return the same to
the undersigned, whereupon this letter shall become a binding agreement between
you and the undersigned.

                                Very truly yours,

                                AMERIGAS PROPANE, L.P.

                                By AmeriGas Propane, Inc.,
                                   General Partner

                                   By
                                     -------------------------------------------
                                     Name:
                                     Title:

                                AMERIGAS PROPANE, INC.

                                   By
                                     Name:
                                     Title:

The foregoing Agreement is
hereby accepted and agreed to
as of the date first above
written.

[PURCHASER]

By
  ------------------------------
    Name:
    Title:

                                      -83-
   90

                             SCHEDULE OF PURCHASERS

                   NAME                                               Notes being Purchased
                                                                                  
____________________________________________                   Series E                 $80,000,000

                                   SCHEDULE I
                              (to Note Agreement)

   91

                    PURCHASER PAYMENT AND NOTICE INFORMATION

              SCHEDULE II shows the names and addresses of the Purchasers under
the foregoing Note Agreement and the other agreements referred to in ARTICLE II
thereof and the respective principal amounts of Notes to be purchased by each.

                                                                   
                                                                       PRINCIPAL AMOUNT
                                                                           OF NOTES
NAME AND ADDRESS OF PURCHASER                                          TO BE PURCHASED

                                  SCHEDULE II
                              (to Note Agreement)

   92

              THIS FIRST MORTGAGE NOTE IS SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED IN THE INTERCREDITOR AGREEMENT (AS DEFINED IN THE NOTE AGREEMENTS),
WHICH INTERCREDITOR AGREEMENT, AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS
WITH RESPECT TO SECURITY FOR THIS FIRST MORTGAGE NOTE AND THE SHARING OF
PROCEEDS THEREOF WITH CERTAIN OTHER SECURED CREDITORS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT). COPIES OF SUCH INTERCREDITOR AGREEMENT WILL BE
FURNISHED TO ANY HOLDER OF THIS FIRST MORTGAGE NOTE UPON REQUEST TO THE COMPANY.

                                 [FORM OF NOTE]
                             AMERIGAS PROPANE, L.P.
                             AMERIGAS PROPANE, INC.

                                First Mortgage Note, Series E
                           (Private Placement Number: 03079@ AB 4)
                                                                        
No. R-                                                                      New York, New York
$__________                                                                             [Date]

              AMERIGAS Propane, L.P., a Delaware limited partnership (the
"Company") and AMERIGAS Propane, Inc., a Pennsylvania corporation (the "General
Partner" and together with the Company, the "Obligors") for value received,
hereby jointly and severally promise to pay to _______________________ or
registered assigns, the principal amount of _______________ on July 1, 2010 with
interest (computed on the basis of a 360-day year of twelve 30-day months) on
the unpaid balance of such principal amount at the rate of 8.50% per annum from
the date hereof, payable semiannually, commencing on July 1, 2000, and on each
January 1 and July 1 after the date hereof and at maturity, until such unpaid
balance shall become due and payable (whether at maturity or at a date fixed for
prepayment or by declaration or otherwise), and with interest on any overdue
principal (including any overdue prepayment of principal) and the Make Whole
Amount, if any, and (to the extent permitted by applicable law) on any overdue
interest, at an annual rate until paid equal to the greater of (x) 9.50% and (y)
1% plus the rate from time to time in effect and publicly announced by The Chase
Manhattan Bank as its prime rate, payable on demand. Payments of principal, the
Make Whole Amount, if any, and interest on this Note shall be made in lawful
money of the United States of America at the principal office of The Chase
Manhattan Bank, in the Borough of Manhattan, the City and State of New York, or
at such other office or agency in such Borough as the Obligors shall have
designated by written notice to the registered holder of this Note as provided
in the Note Agreements referred to below.

              This Note is one of the Obligors' First Mortgage Notes, Series E
(the "Notes"), originally issued in an aggregate principal amount of
$80,000,000, pursuant to separate Note Agreements, dated as of March 15, 2000,
as from time to time amended, among the Obligors and the institutional investors
named therein (the "Note Agreements"). All capitalized terms used herein without
definition shall have the respective meanings specified in the Note Agreements.
The Notes were issued in a single series maturing and bearing interest as
follows:

                                   EXHIBIT A
                              (to Note Agreement)
   93

      Series                  Annual                Principal                 Maturity
    Designation           Interest Rate              Amount                     Date
                                                                  
     Series E                 8.50%                $80,000,000             July 1, 2010

              The registered holder of this Note is entitled to the benefits of
the Note Agreements and may enforce the agreements of the Obligors contained
therein and exercise the remedies provided for thereby or otherwise available in
respect thereof.

              The Notes are entitled to the benefits of certain security held by
or for the benefit of Bank of America National Trust and Savings Association, a
national banking association or its successor at the time acting as collateral
trustee (the "Collateral Agent") under the Intercreditor and Agency Agreement,
as amended, supplemented or otherwise modified in accordance with the terms
thereof (the "Intercreditor Agreement"), dated as of April 19, 1995, by and
among the Obligors, Petrolane, the Restricted Subsidiaries, the institutional
investors named in the note agreements, the Agent (as defined in the
Intercreditor Agreement) and the Collateral Agent. THIS NOTE IS SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED IN THE INTERCREDITOR AGREEMENT, WHICH
INTERCREDITOR AGREEMENT, AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS WITH
RESPECT TO THE SECURITY FOR THIS NOTE AND THE SHARING OF PROCEEDS OF SUCH
SECURITY WITH CERTAIN OTHER SECURED CREDITORS (AS DEFINED IN THE INTERCREDITOR
AGREEMENT). COPIES OF THE INTERCREDITOR AGREEMENT WILL BE FURNISHED TO ANY
HOLDER OF THIS NOTE UPON REQUEST TO THE Company. The security for the Notes is
provided by (a) separate mortgages, deeds of trust, assignments of leases and
rents, security agreements, financing statements and fixture filings between the
Company and the Collateral Agent or between the Restricted Subsidiaries and the
Collateral Agent covering certain properties and assets of the Company or the
Restricted Subsidiaries, as the case may be, located in various jurisdictions,
(b) a General Security Agreement between the Company and the Collateral Agent
covering items of personal property (including accounts and inventory) of the
Company, (c) a Subsidiary Guarantee executed by the Restricted Subsidiaries and
(d) a Subsidiary Security Agreement between the Restricted Subsidiaries and the
Collateral Agent covering items of personal property (including accounts and
inventory) of the Restricted Subsidiaries. The Notes are entitled to the
benefits of the security provided for in such agreements and instruments, to
which reference is made for a description of the properties and rights included
in such security, the nature and extent of such security and the rights of the
Collateral Agent, the Company, the Restricted Subsidiaries and the various
parties to such agreements and instruments in respect of such security.

              This Note is a registered Note and is transferable only upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the holder
hereof or his attorney duly authorized in writing. References in this Note to a
"holder" shall mean the person in whose name this Note is at the time registered
on the register kept by the Company as provided in the Note Agreements and the
Obligors may treat such person as the owner of this Note for the purpose of
receiving payment and for all other purposes, and the Obligors shall not be
affected by any notice to the contrary.

                                      A-2
   94

              The Notes are subject to required and optional prepayment, in
whole or in part, in certain cases with a Make Whole Amount and in other cases
without a Make Whole Amount, all as provided in the Note Agreements.

              In case an Event of Default, as defined in the Note Agreements,
shall occur and be continuing, the unpaid balance of the principal of this Note
may become due and payable in the manner and with the effect provided in the
Note Agreements.

              THIS NOTE IS MADE AND DELIVERED IN NEW YORK, NEW YORK, AND SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PRINCIPLES.

              EACH OF THE OBLIGORS HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER ORAL OR WRITTEN) MADE BY
THE OBLIGORS HEREIN.

                                               AMERIGAS PROPANE, L.P.

                                               By  AMERIGAS PROPANE, INC.,
                                                    as its General Partner

                                                  By
                                                    ----------------------------
                                                    Name:
                                                    Title:

                                               AMERIGAS PROPANE, INC.

                                               By
                                                 Name:
                                                 Title:

                                      A-3
   95

                  FORM OF OFFICERS' CERTIFICATE OF THE OBLIGORS

                              OFFICER'S CERTIFICATE
                                       OF
                             AMERIGAS PROPANE, INC.

To the Purchasers Listed on the Attached Schedule A:

              This certificate is delivered in compliance with the requirements
of the separate and several Note Agreements dated as of March 15, 2000
(collectively, the "Note Agreements") entered into by AmeriGas Propane, L.P., a
Delaware limited partnership (the "Company"), and AmeriGas Propane, Inc., a
Pennsylvania corporation (the "General Partner"), with each of you, as a
condition to and concurrently with your separate purchases on the date hereof of
$80,000,000 aggregate principal amount of the 8.50% First Mortgage Notes, Series
E, due July 1, 2010 (the "Notes") of the Company and the General Partner
pursuant to the Note Agreements. Capitalized terms used herein shall have the
same meanings as in the Note Agreements.

              The undersigned represents and warrants to each of you as follows:

                     1. The undersigned is the duly elected, qualified and
              acting Vice President - Finance and Chief Financial Officer of the
              General Partner and is familiar with the operations, records and
              affairs of the General Partner;

                     2. The representations and warranties of the General
              Partner and its Affiliates contained in the Note Agreements, the
              other Financing Documents, the Operative Agreements, the
              Memorandum and those otherwise made in writing by or on behalf of
              the General Partner or any of its Affiliates pursuant to the Note
              Agreements or the other Financing Documents were true and correct
              in all material respects when made and are true and correct in all
              material respects on and with respect to the date hereof;

                     3. The General Partner and its Affiliates have performed
              and complied in all material respects with all agreements and
              covenants contained in the Note Agreements, any other Financing
              Document or any Operative Agreement required to be performed or
              complied with by the General Partner or any of its Affiliates
              prior to or on the date hereof;

                     4. After giving effect to the issue and sale of the Notes
              (and the application of the proceeds thereof as contemplated by
              Section 5.13 of the Note Agreements), no Default or Event of
              Default or default by the General Partner or any of its Affiliates
              under any Operative Agreement, the 1995 Note Agreement or the 1999
              Note Agreement has occurred or is continuing; and

                     5. Neither the General Partner nor any of its Subsidiaries
              has entered into any transaction since the date of the Memorandum
              that would have been prohibited by Section 10 of the Note
              Agreements had such section applied since such date.

                              [INTENTIONALLY BLANK]

                                   EXHIBIT B1
                              (to Note Agreement)

   96

        Dated:  ______________, 2000

                                    AMERIGAS PROPANE, INC.

                                    By
                                      ----------------------------------------
                                      Its Vice President - Finance and Chief
                                          Financial Officer

                                      B1-2
   97

                                    OFFICER'S CERTIFICATE
                                              OF
                                     THE GENERAL PARTNER
                                              OF
                                    AMERIGAS PROPANE, L.P.

To the Purchasers Listed on the Attached Schedule A:

              This certificate is delivered in compliance with the requirements
of the separate and several Note Agreements each dated as of March 15, 2000
(collectively, the "Note Agreements") entered into by AmeriGas Propane, L.P., a
Delaware limited partnership (the "Company"), and AmeriGas Propane, Inc., a
Pennsylvania corporation (the "General Partner"), with each of you, as a
condition to and concurrently with your separate purchases on the date hereof of
$80,000,000 aggregate principal amount of the 8.50% First Mortgage Notes, Series
E, due July 1, 2010 (the "Notes") of the Company and the General Partner
pursuant to the Note Agreements. Capitalized terms used herein shall have the
same meanings as in the Note Agreements.

              The undersigned represents and warrants to each of you as follows:

                     1. The undersigned is the duly elected, qualified and
              acting Vice President - Finance and Chief Financial Officer of the
              sole general partner of the Company and is familiar with the
              operations, records and affairs of the Company;

                     2. The representations and warranties of the Company and
              its Affiliates contained in the Note Agreements, the other
              Financing Documents, the Operative Agreements, the Memorandum and
              those otherwise made in writing by or on behalf of the Company or
              any of its Affiliates pursuant to the Note Agreements or the other
              Financing Documents were true and correct in all material respects
              when made and are true and correct in all material respects on and
              with respect to the date hereof;

                     3. The Company and its Affiliates have performed and
              complied in all material respects with all agreements and
              covenants contained in the Note Agreements, any other Financing
              Document or any Operative Agreement required to be performed or
              complied with by the Company or any of its Affiliates prior to or
              on the date hereof;

                     4. After giving effect to the issue and sale of the Notes
              (and the application of the proceeds thereof as contemplated by
              Section 5.13 of the Note Agreements), no Default or Event of
              Default or default by the Company or any of its Affiliates under
              any Operative Agreement, the 1995 Note Agreement or the 1999 Note
              Agreement has occurred or is continuing; and

                     5. Neither the Company nor any of its Subsidiaries has
              entered into any transaction since the date of the Memorandum that
              would have been prohibited by Section 10 of the Note Agreements
              had such section applied since such date.

                              [INTENTIONALLY BLANK]

                                      B1-3
   98

        Dated: ______________, 2000

                                               AMERIGAS PROPANE, L.P.

                                            By: AmeriGas Propane, Inc.,
                                                 Its General Partner

                                            By
                                                Its Vice President - Finance and
                                                  Chief Financial Officer

                                      B1-4
   99

                FORM OF OFFICERS' CERTIFICATE OF EACH RESTRICTED
                           SUBSIDIARY OF THE OBLIGORS

                              OFFICER'S CERTIFICATE
                                       OF
                     AMERIGAS PROPANE PARTS & SERVICES, INC.

To the Purchasers Listed on the Attached Schedule A:

              This certificate is delivered in compliance with the requirements
of the separate and several Note Agreements dated as of March 15, 2000
(collectively, the "Note Agreements") entered into by AmeriGas Propane, L.P., a
Delaware limited partnership (the "Company"), and AmeriGas Propane, Inc., a
Pennsylvania corporation (the "General Partner"), with each of you, as a
condition to and concurrently with your separate purchases on the date hereof of
$80,000,000 aggregate principal amount of the 8.50% First Mortgage Notes, Series
E, due July 1, 2010 (the "Notes") of the Company and the General Partner
pursuant to the Note Agreements. Capitalized terms used herein shall have the
same meanings as in the Note Agreements.

              AmeriGas Propane Parts & Services, Inc., a Pennsylvania
corporation (the "Subsidiary Guarantor"), has delivered (i) the Restricted
Subsidiary Guarantee dated as of April 19, 1995 (the "Restricted Subsidiary
Guarantee") by the Subsidiary Guarantor and certain other subsidiaries of the
Company, guaranteeing the payment by the Company and the General Partner of all
amounts due with respect to the Notes and the performance by the Company and the
General Partner of their respective obligations under the Note Agreements and
(ii) the Subsidiary Security Agreement dated as of April 19, 1995 (the
"Subsidiary Security Agreement") among the Subsidiary Guarantor and certain
other subsidiaries of the Company, Bank of America National Trust and Savings
Association, as Collateral Agent, and Mellon Bank, N.A., as Cash Collateral
Sub-Agent, providing security for the obligations for the Subsidiary Guarantor
under the Restricted Subsidiary Guarantee.

              The undersigned represents and warrants to each of you as follows:

                     1. The undersigned is the duly elected, qualified and
              acting Vice President -- Finance of the Subsidiary Guarantor and
              is familiar with the operations, records and affairs of the
              Subsidiary Guarantor;

                     2. The representations and warranties of the Subsidiary
              Guarantor contained in the Restricted Subsidiary Guarantee and the
              Subsidiary Security Agreement were true and correct in all
              material respects when made and are true and correct in all
              material respects on and with respect to the date hereof;

                     3. The Subsidiary Guarantor has performed and complied in
              all material respects with all agreements and covenants contained
              in the Restricted Subsidiary Guarantee and the Subsidiary Security
              Agreement required to be performed or complied with by the
              Subsidiary Guarantor prior to or on the date hereof;

                                   EXHIBIT B2
                              (to Note Agreement)

   100

                     4. Neither the Subsidiary Guarantor, nor any of its
              Subsidiaries has entered into any transaction since the date of
              the Memorandum that would have been prohibited by Section 10 of
              the Note Agreements had such sections applied since such date; and

                     5. Upon the sale of the Notes, the Notes shall be
              guaranteed pursuant to the Restricted Subsidiary Guarantee and the
              obligation of the Subsidiary Guarantor pursuant to the Restricted
              Subsidiary Guarantee shall be secured pursuant to the Security
              Documents; and the Subsidiary Guarantor hereby consents to any
              supplement or amendment to the Restricted Subsidiary Guarantee,
              the Subsidiary Security Agreement, any Security Documents or the
              Intercreditor Agreement necessary to provide such guaranty and
              security.

                              [INTENTIONALLY BLANK]

                                      B2-2
   101

        Dated: ______________, 2000

                                         AMERIGAS PROPANE PARTS & SERVICES, INC.

                                         By
                                           Its Vice President - Finance

                                      B2-3

   102

                       FORM OF OPINION OF SPECIAL COUNSEL
                     TO THE COMPANY AND THE GENERAL PARTNER

              The closing opinion of Morgan, Lewis & Bockius, special counsel
for the Obligors and their respective Affiliates, which is called for by SECTION
4.4 of the Note Agreements, shall be dated the date of the Closing and addressed
to you and the Other Purchasers, shall be satisfactory in scope and form to you
and the Other Purchasers and shall be to the effect that:

                     1. The Company is a limited partnership, duly organized,
              validly existing and in good standing under the laws of the State
              of Delaware, has the partnership power and the partnership
              authority to execute and perform this Agreement, the Other
              Agreements and such other Security Documents to which it is a
              party and to issue the Notes and has the full partnership power
              and the partnership authority to conduct the activities in which
              it is now engaged and is duly licensed or qualified and is in good
              standing as a foreign partnership in each jurisdiction in which
              the character of the properties owned or leased by it or the
              nature of the business transacted by it makes such licensing or
              qualification necessary. The sole general partner of the Company
              is the General Partner.

                     2. The General Partner is a corporation, duly incorporated,
              validly existing and in good standing under the laws of the
              Commonwealth of Pennsylvania, has the corporate power and the
              corporate authority to execute and perform the Note Agreement, the
              Other Agreements and such other Security Documents to which it is
              a party, to act as the sole general partner of the Company and to
              issue the Notes and has the full corporate power and the corporate
              authority to conduct the activities in which it is now engaged and
              is duly licensed or qualified and is in good standing as a foreign
              corporation in each jurisdiction in which the character of the
              properties owned or leased by it or the nature of the business
              transacted by it makes such licensing or qualification necessary.

                     3. The Note Agreement and the Other Agreements have been
              duly authorized by all necessary partnership action on the part of
              the Company, have been duly executed and delivered by the Company
              and constitute the legal, valid and binding contracts of the
              Company enforceable in accordance with their terms, subject to
              bankruptcy, insolvency, fraudulent conveyance or similar laws
              affecting creditors' rights generally, and general principles of
              equity (regardless of whether the application of such principles
              is considered in a proceeding in equity or at law).

                     4. The Note Agreement and the Other Agreements have been
              duly authorized by all necessary corporate action on the part of
              the General Partner, have been duly executed and delivered by the
              General Partner and constitute the legal, valid and binding
              contracts of the General Partner enforceable in accordance with
              their terms, subject to bankruptcy, insolvency, fraudulent
              conveyance or similar laws affecting creditors' rights generally,
              and general principles of equity (regardless of whether the
              application of such principles is considered in a proceeding in
              equity or at law).

                                   EXHIBIT C1
                              (to Note Agreement)

   103

                     5. The Notes have been duly authorized by all necessary
              partnership action on the part of the Company, have been duly
              executed and delivered by the Company and constitute the legal,
              valid and binding obligations of the Company enforceable in
              accordance with their terms, subject to bankruptcy, insolvency,
              fraudulent conveyance or similar laws affecting creditors' rights
              generally, and general principles of equity (regardless of whether
              the application of such principles is considered in a proceeding
              in equity or at law).

                     6. The Notes have been duly authorized by all necessary
              corporate action on the part of the General Partner, have been
              duly executed and delivered by the General Partner and constitute
              the legal, valid and binding obligations of the General Partner
              enforceable in accordance with their terms, subject to bankruptcy,
              insolvency, fraudulent conveyance or similar laws affecting
              creditors' rights generally, and general principles of equity
              (regardless of whether the application of such principles is
              considered in a proceeding in equity or at law).

                     7. The Company has duly authorized by all necessary
              partnership action and has duly executed and delivered each of the
              Security Documents to which it is a party, and each of them
              constitutes the Company'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,
              and general principles of equity (regardless of whether the
              application of such principles is considered in a proceeding in
              equity or at law).

                     8. The General Partner has duly authorized by all necessary
              corporate action and has duly executed and delivered each of the
              Security Documents to which it is a party, and each of them
              constitutes the General Partner'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, and general principles of equity (regardless of whether
              the application of such principles is considered in a proceeding
              in equity or at law).

                     9. Each Subsidiary is a corporation duly organized, validly
              existing and in good standing under the laws of its jurisdiction
              of incorporation, has the corporate power and the corporate
              authority to execute and perform the Security Documents to which
              it is a party and is duly licensed or qualified and is in good
              standing in each jurisdiction in which the character of the
              properties owned or leased by it or the nature of the business
              transacted by it makes such licensing or qualification necessary
              and all of the issued and outstanding shares of capital stock of
              each such Subsidiary have been duly issued, are fully paid and
              non-assessable and are owned by the General Partner, the Company,
              by one or more Subsidiaries, or by the General Partner, the
              Company and one or more such Subsidiaries.

                                      C1-2
   104

                     10. Each Subsidiary of the Company has taken all necessary
              corporate action to authorize the execution, delivery and
              performance by it of each of the Security Documents to which it is
              a party.

                     11. Each Subsidiary of the Company has duly executed and
              delivered each of the Security Documents to which it is a party,
              and each of them constitutes such 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, and general principles of equity (regardless of whether
              the application of such principles is considered in a proceeding
              in equity or at law).

                     12. Each of the Security Documents (or financing statements
              or similar notices thereof to the extent permitted or required by
              applicable law) has been filed for record or recorded in all
              public offices wherein such filing or recordation is necessary to
              perfect the security interest granted by such Security Document in
              the collateral therein described as against creditors of and
              purchasers from the General Partner, the Company and their
              Subsidiaries and each such Security Document creates a valid and
              perfected first security interest in such collateral effective as
              against creditors of and purchasers from the General Partner, the
              Company and their Subsidiaries subject only to encumbrances
              expressly permitted by the terms of such Security Document.

                     13. No approval, consent or withholding of objection on the
              part of, or filing, registration or qualification with, any
              governmental body, Federal, state or local, is necessary in
              connection with the execution, delivery and performance of the
              Note Agreement, the Other Agreements or the Notes.

                     14. The issuance and sale of the Notes and the execution,
              delivery and performance by the Company of the Note Agreement and
              the Other Agreements do not conflict with or result in any breach
              of any of the provisions of or constitute a default under or
              result in the creation or imposition of any Lien upon any of the
              property of the Company pursuant to the provisions of the
              Certificate of Limited Partnership or partnership agreement of the
              Company or any agreement or other instrument known to such counsel
              to which the Company is a party or by which the Company may be
              bound or any Federal, state or local law.

                     15. The issuance and sale of the Notes and the execution,
              delivery and performance by the General Partner of the Note
              Agreement and the Other Agreements do not conflict with or result
              in any breach of any of the provisions of or constitute a default
              under or result in the creation or imposition of any Lien upon any
              of the property of the General Partner pursuant to the provisions
              of the Articles of Incorporation or By-laws of the General Partner
              or any agreement or other instrument known to such counsel to
              which the General Partner is a party or by which the General
              Partner may be bound or any Federal, state or local law.

                                      C1-3
   105

                     16. The issuance, sale and delivery of the Notes under the
              circumstances contemplated by the Note Agreement and the Other
              Agreements does not, under existing law, require the registration
              of the Notes under the Securities Act of 1933, as amended, or the
              qualification of an indenture under the Trust Indenture Act of
              1939, as amended.

                     17. The issuance of the Notes and the use of the proceeds
              of the sale of the Notes in accordance with the provisions of and
              contemplated by the Note Agreement and

                     the Other Agreements do not violate or conflict with
              Regulation T, U or X of the Board of Governors of the Federal
              Reserve System.

                     18. The Company is not an "investment company" or a company
              "controlled" by an "investment company" under the Investment
              Company Act of 1940, as amended.

                     19. The General Partner is not an "investment company" or a
              company "controlled" by an "investment company" under the
              Investment Company Act of 1940, as amended.

                     20. Neither the Company nor the General Partner is a
              "holding company" within the meaning of the Section 2(a)(7)(A) of
              Public Utility Holding Company Act of 1935, as amended (the
              "PUHCA"). Each of the Company 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
              and the General Partner is exempt from all of 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, 2000
              pursuant to Rule 2 under the PUHCA (17 C.F.R. section. 250.2).

                     21. There is no litigation pending or, to the best
              knowledge of such counsel, threatened which in such counsel's
              opinion could reasonably be expected to have a materially adverse
              effect on the Company's business or assets or which would impair
              the ability of the Company to issue and deliver the Notes or to
              comply with the provisions of the Note Agreement and the Other
              Agreements.

                     22. There is no litigation pending or, to the best
              knowledge of such counsel, threatened which in such counsel's
              opinion could reasonably be expected to have a materially adverse
              effect on the General Partner's business or assets or which would
              impair the ability of the General Partner to issue and deliver the
              Notes or to comply with the provisions of the Note Agreement and
              the Other Agreements.

                     23. The choice of New York law as the governing law of the
              Notes and Note Agreements shall be recognized by the courts of
              Pennsylvania.

The opinion of Morgan, Lewis & Bockius shall cover such other matters relating
to the sale of the Notes as you and the Other Purchasers may reasonably request.
With respect to matters of fact on which such opinion is based, such counsel
shall be entitled to rely on appropriate

                                      C1-4
   106

certificates of public officials and officers of the Company. You and the Other
Purchasers, together with subsequent holders of the Notes, may rely on the
opinion of Morgan, Lewis & Bockius.

                                      C1-5
   107

                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS

              The closing opinion of Chapman and Cutler, special counsel to you
and the Other Purchasers, called for by SECTION 4.4 of the Agreements, shall be
dated the date of the Closing and addressed to you and the Other Purchasers,
shall be satisfactory in form and substance to you and the Other Purchasers and
shall be to the effect that:

                     1. The Company is a limited partnership, duly organized,
              validly existing and in good standing under the laws of the State
              of Delaware, has the partnership power and the partnership
              authority to execute and perform the Note Agreement, the Other
              Agreements and such other Security Documents to which it is a
              party and to issue the Notes.

                     2. The General Partner is a corporation, duly incorporated,
              validly existing and in good standing under the laws of the
              Commonwealth of Pennsylvania, has the corporate power and the
              corporate authority to execute and perform the Note Agreement, the
              Other Agreements and such other Security Documents to which it is
              a party and to issue the Notes.

                     3. The Note Agreement and the Other Agreements have been
              duly authorized by all necessary partnership action on the part of
              the Company, have been duly executed and delivered by the Company
              and constitute the legal, valid and binding contracts of the
              Company enforceable in accordance with their terms, subject to
              bankruptcy, insolvency, fraudulent conveyance or similar laws
              affecting creditors' rights generally, and general principles of
              equity (regardless of whether the application of such principles
              is considered in a proceeding in equity or at law).

                     4. The Note Agreement and the Other Agreements have been
              duly authorized by all necessary corporate action on the part of
              the General Partner, have been duly executed and delivered by the
              General Partner and constitute the legal, valid and binding
              contracts of the General Partner enforceable in accordance with
              their terms, subject to bankruptcy, insolvency, fraudulent
              conveyance or similar laws affecting creditors' rights generally,
              and general principles of equity (regardless of whether the
              application of such principles is considered in a proceeding in
              equity or at law).

                     5. The Notes have been duly authorized by all necessary
              partnership action on the part of the Company, have been duly
              executed and delivered by the Company and constitute the legal,
              valid and binding obligations of the Company enforceable in
              accordance with their terms, subject to bankruptcy, insolvency,
              fraudulent conveyance or similar laws affecting creditors' rights
              generally, and general principles of equity (regardless of whether
              the application of such principles is considered in a proceeding
              in equity or at law).

                     6. The Notes have been duly authorized by all necessary
              partnership action on the part of the General Partner, have been
              duly executed and delivered by the General

                                   EXHIBIT C2
                              (to Note Agreement)

   108

              Partner and constitute the legal, valid and binding obligations of
              the General Partner enforceable in accordance with their terms,
              subject to bankruptcy, insolvency, fraudulent conveyance or
              similar laws affecting creditors' rights generally, and general
              principles of equity (regardless of whether the application of
              such principles is considered in a proceeding in equity or at
              law).

                     7. The Company has duly authorized by all necessary
              partnership action and has duly executed and delivered each of the
              Security Documents to which it is a party, and each of them
              constitutes the Company'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,
              and general principles of equity (regardless of whether the
              application of such principles is considered in a proceeding in
              equity or at law).

                     8. The General Partner has duly authorized by all necessary
              corporate action and has duly executed and delivered each of the
              Security Documents to which it is a party, and each of them
              constitutes the General Partner'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, and general principles of equity (regardless of whether
              the application of such principles is considered in a proceeding
              in equity or at law).

                     9. The issuance, sale and delivery of the Notes under the
              circumstances contemplated by the Agreement and the Other
              Agreements does not, under existing law, require the registration
              of the Notes under the Securities Act of 1933, as amended, or the
              qualification of an indenture under the Trust Indenture Act of
              1939, as amended.

              The opinion of Chapman and Cutler shall also state that the
opinion of Morgan, Lewis & Bockius is satisfactory in scope and form to Chapman
and Cutler and that, in their opinion, you and the Other Purchasers are
justified in relying thereon.

              In rendering the opinion set forth in paragraph 1 above, Chapman
and Cutler may rely solely upon an examination of the Certificate of Limited
Partnership certified by, and a certificate of good standing of the Company
from, the Secretary of State of the State of Delaware, the partnership agreement
of the Company and Uniform Limited Partnership Act of the State of Delaware. In
rendering the opinion set forth in paragraph 2 above, Chapman and Cutler may
rely solely upon an examination of the Articles of Incorporation certified by,
and a certificate of good standing of the Company from, the Secretary of
Commonwealth of Department of State of the Commonwealth of Pennsylvania, the
By-laws of the Company and the Business Corporation Law of 1988 of the
Commonwealth of Pennsylvania.

              The opinion of Chapman and Cutler is limited to the laws of the
State of New York, the Uniform Limited Partnership Act of the State of Delaware,
the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania and the
Federal laws of the United States.

                                      C2-2
   109

              With respect to matters of fact upon which such opinion is based,
Chapman and Cutler may rely on appropriate certificates of public officials and
officers of the Company and General Partner.

                                      C2-3
   110

                         FORM OF INTERCREDITOR AGREEMENT

                                    EXHIBIT D
                               (to Note Agreement)

   111

        FORM OF MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
           SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

                                   EXHIBIT E-1
                               (to Note Agreement)

   112

         FORM OF DEED OF TRUST, ASSIGNMENT OF LEASE AND RENTS, SECURITY
                AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

                                   EXHIBIT E-2
                               (to Note Agreement)

   113

                       FORM OF GENERAL SECURITY AGREEMENT

                                    EXHIBIT F
                               (to Note Agreement)

   114

                          FORM OF SUBSIDIARY GUARANTEE

                                    EXHIBIT G
                               (to Note Agreement)

   115

                      FORM OF SUBSIDIARY SECURITY AGREEMENT

                                    EXHIBIT H
                               (to Note Agreement)

   116

                            FORM OF FOURTH AMENDMENT
                             TO 1995 NOTE AGREEMENTS

                             FORM OF FIRST AMENDMENT
                             TO 1999 NOTE AGREEMENTS

                                    EXHIBIT I
                               (to Note Agreement)
   117

                        FORM OF SUBORDINATION PROVISIONS

              Subordination. (a) The indebtedness ("Subordinated Debt")
evidenced by this instrument is subordinate and junior in right of payment to
all Senior Debt (as defined in subdivision (b) hereof) of AmeriGas Propane, L.P.
(the "Company") to the extent provided herein.

              (b) For all purposes of these subordination provisions the term
"Senior Debt" shall mean all principal of and Make Whole Amount, if any, and
interest on (i) the Company's First Mortgage Notes, Series E, originally issued
in the aggregate principal amount of $80,000,000, pursuant to separate Note
Agreements, dated as of March 15, 2000, between the Company and AmeriGas
Propane, Inc., a Pennsylvania corporation and the institutional investors listed
on Schedule I thereto (and any notes issued in substitution therefor) and (ii)
all other indebtedness of the Company for borrowed money unless, under the
instrument evidencing the same or under which the same is outstanding, it is
expressly provided that such other indebtedness is junior and subordinate to
other indebtedness and obligations of the Company. The Senior Debt shall
continue to be Senior Debt and entitled to the benefits of these subordination
provisions irrespective of any amendment, modification or waiver, of any term of
or extension or renewal of the Senior Debt.

              (c) Upon the happening of an event of default with respect to any
Senior Debt, as defined therein or in the instrument under which the same is
outstanding, which occurs at the maturity thereof or which automatically
accelerates or permits the holders thereof to accelerate the maturity thereof,
then, unless and until such event of default shall have been remedied or waived
or shall have ceased to exist, no direct or indirect payment (in cash, property
or securities or by set-off or otherwise) other than Permitted Payments shall be
made on account of the principal of, or premium, if any, or interest on any
Subordinated Debt, or as a sinking fund for the Subordinated Debt, or in respect
of any redemption, retirement, purchase or other acquisition of any of the
Subordinated Debt. For purposes of these subordination provisions, "Permitted
Payments" shall mean (i) payments of in-kind interest and (ii) payments of
Permitted Securities (as defined below) pursuant to subdivision (d) below.

              (d) In the event of

                            (i) any insolvency, bankruptcy, receivership,
                     liquidation, reorganization, readjustment, composition or
                     other similar proceeding relating to the Company, its
                     creditors as such or its property,

                            (ii) any proceeding for the liquidation, dissolution
                     or other winding-up of the Company, voluntary or
                     involuntary, whether or not involving insolvency or
                     bankruptcy proceeding,

                            (iii) any assignment by the Company for the benefit
                     of creditors, or

                            (iv) any other marshalling of the assets of the
                     Company,

                                    EXHIBIT J
                               (to Note Agreement)

   118

all Senior Debt (including any interest thereon accruing at the legal rate after
the commencement of any such proceedings and any additional interest that would
have accrued thereon but for the commencement of such proceedings) shall first
be paid in full before any payment or distribution, whether in cash, securities
or other property (other than Permitted Payments), shall be made to any holder
of any Subordinated Debt on account of any Subordinated Debt. Any payment or
distribution, whether in cash, securities or other property (other than
securities ("Permitted Securities") of the Company or any other entity provided
for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to Subordinated Debt, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of this
Subordinated Debt shall be paid or delivered directly to the holders of Senior
Debt in accordance with the priorities then existing among such holders until
all Senior Debt (including any interest thereon accruing at the legal rate after
the commencement of any such proceedings and any additional interest that would
have accrued thereon but for the commencement of such proceedings) shall have
been paid in full.

              (e) In the event that any holder of Subordinated Debt shall have
the right to declare any Subordinated Debt due and payable as a result of the
occurrence of any one or more defaults in respect thereof, under circumstances
when the terms of subdivision (d) above are not applicable, such holder shall
not declare such Subordinated Debt due and payable or otherwise to be in default
and, solely in its capacity as a holder of such Subordinated Debt, shall take no
action at law or in equity in respect of any such default unless and until all
Senior Debt shall have been paid in full.

              (f) If any payment or distribution of any character or any
security, whether in cash, securities or other property (other than Permitted
Payments), shall be received by a holder of Subordinated Debt in contravention
of any of the terms hereof before all the Senior Debt shall have been paid in
full, such payment or distribution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Debt at the time outstanding in accordance with the
priorities then existing among such holders for application to the payment of
all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior
Debt in full. In the event of the failure of any holder of any Subordinated Debt
to endorse or assign any such payment, distribution or security, each holder of
Senior Debt is hereby irrevocably authorized to endorse or assign the same.

              (g) No present or future holder of any Senior Debt shall be
prejudiced in the right to enforce subordination of Subordinated Debt by any act
or failure to act on the part of the Company. Nothing contained herein shall
impair, as between the Company and the holder of this Subordinated Debt, the
obligation of the Company to pay to the holder hereof the principal hereof and
interest hereon as and when the same shall become due and payable in accordance
with the terms hereof, or prevent the holder of any Subordinated Debt from
exercising all rights, powers and remedies otherwise permitted by applicable law
or hereunder upon a default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Debt to receive cash, securities or other
property (other than Permitted Payments) otherwise payable or deliverable to the
holders of Subordinated Debt.

                                      J-2
   119

              (h) Upon the payment in full of all Senior Debt, the holders of
Subordinated Debt shall be subrogated to all rights of any holders of Senior
Debt to receive any further payments or distributions applicable to the Senior
Debt until the Subordinated Debt shall have been paid in full, and, for purposes
of such subrogation, no payment or distribution received by the holders of
Senior Debt of cash, securities or other property to which the holders of the
Subordinated Debt would have been entitled except for these subordination
provisions shall as between the Company and its creditors other than the holders
of Subordinated Debt, on the one hand, and the holders of Subordinated Debt, on
the other, be deemed to be a payment or distribution by the Company to or on
account of Senior Debt.

                                      J-3
   120

                             FORM OF TRANSFER LETTER

                                                                          [Date]

AmeriGas Propane, L.P.
AmeriGas Propane, Inc.
460 North Gulph Road
King of Prussia, PA  19460

        Re:              Transfer [of $________ of] the Note
                       Issued under Note Agreements (the "Note")
                          from [Transferor] to [Transferee]

Dear Sirs:

              Pursuant to Section 14.5 of the Note Agreement dated as of March
15, 2000 (collectively, the "Note Agreements") entered into by AmeriGas Propane,
L.P., a Delaware limited partnership (the "Company"), and AmeriGas Propane,
Inc., a Pennsylvania corporation (the "General Partner"; together with the
Company, the "Obligors"), and [Name of Transferor] (the "Transferor"), this
letter is to advise you that the Transferor has transferred the Note [or a
portion thereof] purchased under the above-referenced Note Agreement to [Name of
Transferee] (the "Transferee"). In connection with such transfer, the Transferee
and the Transferor hereby request that the Obligors deliver to the Transferee a
Note evidencing the above-referenced amount in the form of Exhibit A to the Note
Agreement and otherwise in the form contemplated by Section 14.2 of the Note
Agreement (the "New Note"). Capitalized terms used herein shall have their
respective meanings as defined in the Note Agreement.

              The Transferee hereby expressly and unconditionally assumes all
obligations of a holder of Notes arising from and after the date of such
transfer under the Note Agreement and the other Financing Documents as if it
were a party thereto.

              The Transferee hereby represents and warrants that:

                     (a) at least one of the following statements is an accurate
representation as to the source of funds or other assets to be used by it to pay
the purchase price of the Notes purchased by it hereunder:

                            (i) if it is an insurance company, the funds are
              from an "insurance company general account" within the meaning of
              Department of Labor Prohibited Transaction Exemption 95-60 (issued
              July 12, 1995) and there is no employee benefit plan, treating as
              a single plan, all plans maintained by the same employer or
              employee organization, with respect to which the amount of the
              general account reserves and liabilities for all contracts held by
              or on behalf of such plan, exceed ten percent (10%) of the total
              reserves and liabilities of such general account (exclusive of
              separate account liabilities) plus surplus, as set forth in the
              NAIC Annual Statement filed with the Transferee's state of
              domicile; or

                                    EXHIBIT K
                               (to Note Agreement)

   121

                            (ii) if it is an insurance company, to the extent
              that any of such funds or other assets constitutes assets
              allocated to any separate account maintained by it, (A) such
              separate account is a "pooled separate account" within the meaning
              of Prohibited Transaction Class Exemption 90-1, in which case the
              Transferee has disclosed to the Obligors the names of each
              employee benefit plan whose assets in such separate account exceed
              10% of the total assets or are expected to exceed 10% of the total
              assets of such account as of the date of such purchase (and for
              the purposes of this subdivision (ii), all employee benefit plans
              maintained by the same employer or employee organization are
              deemed to be a single plan), or (B) such separate account contains
              only the assets of a specific employee benefit plan, complete and
              accurate information as to the identity of which you have
              delivered to the Obligors in writing; or

                            (iii) if it is a "qualified professional asset
              manager" or "QPAM" (as defined in Part V of Prohibited Transaction
              Class Exemption 84-14, issued March 13, 1984 (the "QPAM
              Exemption")), all of such funds or other assets constitute assets
              of an "investment fund" (as defined in Part V of the QPAM
              Exemption) managed by the Transferee, no employee benefit plan
              assets which are included in such investment fund, when combined
              with the assets of all other employee benefit plans (A)
              established or maintained by the same employer or an affiliate of
              such employer or by the same employee organization and (B) managed
              by the Transferee, exceed 20% of the total client assets managed
              by the Transferee, the conditions of Section I(g) of the QPAM
              Exemption are satisfied and the Transferee has disclosed to the
              Obligors the names of all employee benefit plans whose assets are
              included in such investment fund; or

                            (iv) if it is not an insurance company, all or a
              portion of such funds or other assets consists of funds which do
              not constitute assets of any employee benefit plan (other than a
              governmental plan exempt from the coverage of ERISA) and the
              remaining portion, if any, of such funds consists of funds which
              may be deemed to constitute assets of one or more specific
              employee benefit plans, complete and accurate information as to
              the identity of each of which the Transferee has delivered to the
              Obligors in writing.

              (b) it is purchasing the Notes for its own account or for one or
more separate accounts maintained by it or for the account of one or more
pension or trust funds, in each case not with a view to or for sale in
connection with any distribution thereof within the meaning of the Securities
Act or with any present intention of distributing or selling any of the Notes,
provided that the disposition of its property shall at all times be within its
control. If it is purchasing for the account of one or more pension or trust
funds, it represents that it has sole investment discretion with respect to the
acquisition and disposition of the Notes to be issued to it pursuant to the Note
Agreement and the determination and decision on its behalf to purchase such
Notes for such pension or trust funds is being made by the same individual or
group of individuals who customarily pass on such investments.

              (c) it is one of the following: (i) a "bank" as defined in Section
3(a)(2) of the Securities Act; (ii) an "insurance company" as defined in Section
2(13) of the Securities Act; (iii) an investment company registered under the
Investment Company Act of 1940, as amended; (iv) a corporation or a
Massachusetts or similar business trust that was not formed for the specific

                                      K-2
   122

purpose of acquiring the Notes, with total assets in excess of $5,000,000; or
(v) an employee benefit plan within the meaning of Title 1 of ERISA with total
assets in excess of $5,000,000.

              1. For the purposes of making any payment to the Transferee
evidenced by the New Note, or any other amount payable thereunder, such payment
shall be made to the following account:

              [BANK]
              [ADDRESS]
              [ABA NO:]
              [ACCOUNT NO:]
              [REFERENCE:]
              [NOMINEE NAME, IF ANY]

              2. For the purpose of giving any notice or providing information
to the Transferee required under the New Note or the Note Agreement, any such
notice or information shall be delivered to the Transferee at the following
address:

              [ADDRESS]
              [ATTENTION:]
              [TELEPHONE:]
              [TELECOPY:]

              3. Please deliver the registered New Note to the Transferee via
overnight courier at the following address:

              4. [TO BE COMPLETED IF LESS THAN 100% OF THE NOTES OF THE
TRANSFEROR ARE BEING SOLD.] Please deliver to the Transferor a Note in the
remaining principal amount of $____________ substantially in the form of Exhibit
A to the Note Agreement via overnight courier at the following address:

              [ADDRESS]

                                      K-3
   123

                                               [TRANSFEROR]

                                               By
                                                 -------------------------------
                                                 Name:
                                                 Title

                                               [TRANSFEREE]

                                               By
                                                 -------------------------------
                                                 Name:
                                                 Title

                                      K-4

  

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT OF AMERIGAS PARTNERS,
L.P. AS OF AND FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS IN AMERIGAS PARTNERS'
QUARTERLY REPORT ON FORM 10-Q FOR THE NINE MONTHS ENDED JUNE 30, 2000.

 0000932628
 AMERIGAS PARTNERS, L.P.
 1,000

                   9-MOS
                          SEP-30-1999
                             OCT-01-1999
                               JUN-30-2000
                                          17,330
                                         0
                                   94,349
                                     7,195
                                     60,236
                               178,069
                                         709,881
                                 267,104
                               1,259,275
                          214,046
                                        793,876
                                0
                                          0
                                             0
                                     211,052
                 1,259,275
                                        899,594
                               899,594
                                          493,430
                                  493,430
                                     0
                                 4,516
                              54,764
                                 47,196
                                     (323)
                             46,960
                                       0
                                      0
                                            0
                                    46,960
                                       1.11
                                     1.11

  

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF AMERIGAS PARTNERS, L.P. AS OF JUNE 30, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET INCLUDED IN AMERIGAS PARTNERS'
QUARTERLY REPORT ON FORM 10-Q FOR THE NINE MONTHS ENDED JUNE 30, 2000.

 0000945792
 AMERIGAS FINANCE CORP.
 1

                   9-MOS
                          SEP-30-1999
                             OCT-01-1999
                               JUN-30-2000
                                           1,000
                                         0
                                        0
                                         0
                                          0
                                 1,000
                                               0
                                       0
                                   1,000
                                0
                                              0
                                0
                                          0
                                             1
                                         999
                     1,000
                                              0
                                     0
                                                0
                                        0
                                     0
                                     0
                                   0
                                      0
                                         0
                                  0
                                       0
                                      0
                                            0
                                         0
                                          0
                                        0