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                                                                     EXHIBIT 4.2

                           UNITHOLDER RIGHTS AGREEMENT

                                  BY AND AMONG

                        HERITAGE PROPANE PARTNERS, L.P.,

                            HERITAGE HOLDINGS, INC.,

                                     TAAP LP

                                       AND

                             LA GRANGE ENERGY, L.P.

                                JANUARY 20, 2004

Unitholder Rights Agreement

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                          <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.1     Definitions...............................................................    2

                                    ARTICLE 2
                               REGISTRATION RIGHTS

Section 2.1     Demand Registrations of HHI Holders.......................................    6
Section 2.2     Demand Registrations of Acquirer Holders..................................    9
Section 2.3     Shelf Registration Rights of NewLP........................................   12
Section 2.4     Piggyback Registrations...................................................   13
Section 2.5     General...................................................................   16
Section 2.6     Issuer Reports............................................................   18
Section 2.7     Information To Be Furnished By The Holders................................   19
Section 2.8     Suspension Of Offering Pending Prospectus Supplement Or Amendment.........   19
Section 2.9     Registration Expenses.....................................................   20
Section 2.10    Underwritten Offerings....................................................   20
Section 2.11    Indemnification...........................................................   21

                                    ARTICLE 3
                          WAIVER OF REGISTRATION RIGHTS

                                    ARTICLE 4
                    EFFECTIVE TIME AND TERM OF THIS AGREEMENT

                                    ARTICLE 5
                                  MISCELLANEOUS

Section 5.1     Specific Enforcement......................................................   24
Section 5.2     Severability..............................................................   24
Section 5.3     Amendments................................................................   24
Section 5.4     Descriptive Headings......................................................   25
Section 5.5     Counterparts..............................................................   25
Section 5.6     Notices...................................................................   25
Section 5.7     Governing Law.............................................................   26
Section 5.8     Successors And Assigns....................................................   27
Section 5.9     Entire Agreement..........................................................   27
</TABLE>

Unitholder Rights Agreement

<PAGE>

                           UNITHOLDER RIGHTS AGREEMENT

         This Unitholder Rights Agreement (the "Agreement") is made and entered
into as of January 20, 2004, by and between Heritage Propane Partners, L.P., a
Delaware limited partnership (the "Issuer"), Heritage Holdings, Inc., a Delaware
corporation ("HHI"), TAAP LP, a Delaware limited partnership ("NewLP") and La
Grange Energy, L.P., a Texas limited partnership ("Acquirer").

                                    RECITALS

         WHEREAS, HHI currently owns 4,426,916 Common Units (as defined below);

         WHEREAS, U.S. Propane, L.P., a Delaware limited partnership ("U.S.
Propane"), is the general partner of the Issuer and currently owns 180,028
Common Units;

         WHEREAS, TECO Propane Ventures, LLC, a Delaware limited liability
company ("TECO"), AGL Propane Services, Inc. and AGL Energy Corporation, each a
Delaware corporation (collectively, "AGL"), Piedmont Propane Company, a North
Carolina corporation ("Piedmont"), and United Cities Propane Gas, Inc., a
Tennessee corporation ("United"), collectively own, directly or indirectly, 100%
of the partner interests in U.S. Propane;

         WHEREAS, TECO, AGL, Piedmont and United (collectively, the "Utilities")
have entered into an Acquisition Agreement, dated as of November 6, 2003 (the
"Acquisition Agreement"), with U.S. Propane, U.S. Propane, L.L.C., a Delaware
limited liability company, and Acquirer pursuant to which it is contemplated
that Acquirer will acquire 100% of the partner interests in U.S. Propane and
100% of the member interests in U.S. Propane, L.L.C.;

         WHEREAS, the Issuer and Acquirer have entered into a Contribution
Agreement, dated as of November 6, 2003 (the "Contribution Agreement"), pursuant
to which specified mid-stream assets of Acquirer and certain of its subsidiaries
would be contributed to the Issuer, the Issuer would pay Acquirer as
consideration therefor cash, Common Units, Class D Units and Special Units;

         WHEREAS, the Utilities have entered into a Stock Purchase Agreement,
dated as of November 6, 2003 (the "Stock Purchase Agreement"), with the Issuer
pursuant to which the Issuer shall acquire all of the outstanding capital stock
of HHI and the Issuer would pay cash and deliver a promissory note (the "Note")
as consideration therefore, and the payment under the Note shall be secured by a
pledge of 4,426,916 Class E Units, such Class E Units, and any Common Units into
which such Class E Units are converted pursuant to the Partnership Agreement,
(the "Pledged Units") owned by HHI (the "Pledge Agreement");

         WHEREAS, prior to the closing under the Acquisition Agreement, U.S.
Propane will transfer to NewLP, among other things, all right, title and
interest of U.S. Propane to the 180,028 Common Units currently owned by U.S.
Propane;

         WHEREAS, the obligations of Acquirer to consummate the transactions
contemplated by the Contribution Agreement are subject to the satisfaction of
the conditions to the consummation

Unitholder Rights Agreement        1

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of the transactions contemplated by the Acquisition Agreement and the Stock
Purchase Agreement; and

         WHEREAS, it is a condition to the consummation of the transactions
contemplated by the Acquisition Agreement that the Issuer and the other parties
hereto execute and deliver this Agreement.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         Section 1.1 Definitions.

         As used in this Agreement, the following terms shall have the following
meanings:

         "Acquirer Demand Registration" shall have the meaning assigned to such
term in Section 2.2(a).

         "Acquirer Holders" means Acquirer and any person or entity who is
assigned rights under this Agreement as permitted by Section 5.8 hereof.

         "Acquirer Maximum Demand Registration Quantity" shall have the meaning
assigned to such term in Section 2.1(a).

         "Acquirer Permitted Interruption" is defined in Section 2.2(g) of this
Agreement.

         "Acquirer Registrable Units" means (i) any Common Units purchased by
Acquirer on the date hereof pursuant to the terms of the Contribution Agreement
(including any Common Units issued upon conversion of the Class D Units and the
Special Units issued pursuant to the Contribution Agreement), (ii) any Common
Units contributed to Acquirer on or prior to the date of this Agreement, (iii)
any Common Units held by an Acquirer Holder who is assigned rights under this
Agreement pursuant to Section 5.8 hereof, and (iii) any Common Units or other
securities issued or issuable with respect to the Acquirer Registrable Units
referred to in clause (i) or (ii) above by way of a Common Unit distribution or
Common Unit split, in connection with a combination of Common Units or in
connection with any recapitalization, merger, consolidation or other
reorganization of the Issuer. As to any particular Acquirer Registrable Units,
such Acquirer Registrable Units shall cease to be Acquirer Registrable Units
upon the earliest to occur of the following events: (i) a Registration Statement
covering such Acquirer Registrable Units has been declared effective by the
Commission and such Acquirer Registrable Units being disposed of in accordance
with such effective Registration Statement, (ii) such Acquirer Registrable Units
are eligible for sale to the public pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act without being subject to the
volume and manner of sale restrictions contained therein, (iii) such Acquirer
Registrable Units have been otherwise transferred by such Acquirer Holder and
new certificates for such securities not bearing a legend restricting further
transfer have been delivered by the Issuer or its transfer agent and the
subsequent disposition of such securities do not require registration or
qualification under the

Unitholder Rights Agreement        2

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Securities Act or any similar state law then in force, or (iv) such Acquirer
Registrable Units cease to be Outstanding for purposes of the Partnership
Agreement.

         "Acquisition Agreement" is defined in the Recitals to this Agreement.

         "Agreement" is defined in the introductory paragraph to this Agreement.

         "Blue Sky Filing" is defined in Section 2.11(a) of this Agreement.

         "Blue Sky Laws" means the state securities laws or "blue sky" laws of
the states and territories of the United States.

         "Business Day" means a day that is not a Saturday, a Sunday, or a day
on which banking institutions in New York, New York are required to be closed.

         "Class D Units" means the Class D Units representing limited partner
interests of the Issuer, the terms of which are set forth in Amendment No. 5 to
the Partnership Agreement.

         "Commission" means the Securities and Exchange Commission.

         "Common Units" has the meaning specified in the Partnership Agreement.

         "Contribution Agreement" is defined in the Recitals to this Agreement.

         "Demand Registration" means any of a HHI Demand Registration or an
Acquirer Demand Registration.

         "Effective Time" is defined in Article 4 of this Agreement.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "General Partner" means the Person serving as the general partner of
the Issuer at the time the determination is made.

         "Governmental Authority" means a federal, state, local or foreign
governmental authority; a state, province, commonwealth, territory or district
thereof; a county or parish; a city, town, township, village or other
municipality; a district, ward or other subdivision of any of the foregoing; any
executive, legislative or other governing body of any of the foregoing; any
agency, authority, board, department, system, service, office, commission,
committee, council or other administrative body of any of the foregoing; any
court or other judicial body; and any officer, official or other representative
of any of the foregoing.

         "HHI Demand Registration" shall have the meaning assigned to such term
in Section 2.1(a) hereof.

         "HHI Holders" means HHI and any person or entity who is assigned (or it
deemed to have been assigned) rights under this Agreement by HHI or an assignee
thereof as permitted by Section 5.8 hereof.

Unitholder Rights Agreement        3

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         "HHI Maximum Demand Registration Quantity" shall have the meaning
assigned to such term in Section 2.1(a) hereof.

         "HHI Permitted Interruption" is defined in Section 2.1(g) of this
Agreement.

         "HHI Registrable Units" means (i) any Common Units owned by HHI on the
date hereof, (ii) any Common Units held by an HHI Holder who is assigned rights
under this Agreement pursuant to Section 5.8 hereof, (iii) any Common Units
acquired by NewLP (or its successor or assign) pursuant to the Pledge Agreement,
and (iv) any Common Units or other securities issued or issuable with respect to
the HHI Registrable Units referred to in clause (i), (ii) or (iii) above by way
of a Common Unit distribution or Common Unit split, in connection with a
combination of Common Units or in connection with any recapitalization, merger,
consolidation or other reorganization of the Issuer. As to any particular HHI
Registrable Units, such HHI Registrable Units shall cease to be HHI Registrable
Units upon the earliest to occur of the following events: (i) a Registration
Statement covering such HHI Registrable Units has been declared effective by the
Commission and such HHI Registrable Units being disposed of in accordance with
such effective Registration Statement, (ii) such HHI Registrable Units are
eligible for sale to the public pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act without being subject to the volume and
manner of sale restrictions contained therein, (iii) such HHI Registrable Units
have been otherwise transferred by such HHI Holder and new certificates for such
securities not bearing a legend restricting further transfer have been delivered
by the Issuer or its transfer agent and the subsequent disposition of such
securities do not require registration or qualification under the Securities Act
or any similar state law then in force, or (iv) such HHI Registrable Units cease
to be Outstanding for purposes of the Partnership Agreement.

         "Holders" means the HHI Holders and the Acquirer Holders.

         "Issuer" is defined in the introductory paragraph to this Agreement.

         "Issuer Registration" means any registration of Common Units for sale
under the Securities Act by the Issuer excluding registrations for Common Units
to be issued in connection with any employee benefit plan or a merger,
consolidation or other business combination registered on Form S-4 or Form S-8
(or any successor form thereto).

         "NewLP" is defined in the preamble to this Agreement and includes any
person or entity who is assigned rights of NewLP under this Agreement as
permitted by Section 5.8 of this Agreement.

         "NewLP Common Units" means 180,028 Common Units owned by NewLP as of
the date of this Agreement.

         "NewLP Permitted Interruption" is defined in Section 2.3(b) of this
Agreement.

         "Officer's Certificate" means a certificate signed by the Chief
Executive Officer of the Issuer.

Unitholder Rights Agreement        4

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         "Outstanding" means, with respect to Units of any class, all Units of
such class that are issued by the Partnership and reflected as outstanding on
the Partnership's books and records as of the date of determination.

         "Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of the Issuer, as amended by Amendments No. 1, No. 2, No. 3,
No. 4 and No. 5 thereto, and as same may be further amended from time to time
pursuant to the terms thereof.

         "Permitted Interruption" means an Acquirer Permitted Interruption,
NewLP Permitted Interruption or HHI Permitted Interruption, as applicable.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government (including any agency or political
subdivision thereof).

         "Piggyback Registration" is defined in Section 2.4 of this Agreement.

         "Proceedings" means all proceedings, actions, claims, suits,
investigations and inquiries by or before any arbitrator or Governmental
Authority.

         "Registrable Units" means the HHI Registrable Units and the Acquirer
Registrable Units.

         "Registration Expenses" is defined in Section 2.9(a) of this Agreement.

         "Registration Statement" means any registration statement of the Issuer
that covers any of the Registrable Units pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

         "Rule 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission.

         "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the Commission.

         "Rule 415" means Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         "Six Month Anniversary" means the date that is six months from the
Effective Time.

         "Special Units" means the Special Units representing limited partner
interests of the Issuer, the terms of which are set forth in Amendment No. 5 to
the Partnership Agreement.

Unitholder Rights Agreement        5

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         "2000 Registration Rights Agreement" means the Registration Rights
Agreement, dated as of August 10, 2000, among the Issuer and the other parties
named therein.

         "Unitholders" means holders of limited partnership interests of the
Issuer.

         "Units" means Common Units and any other securities issued or issuable
with respect to Common Units by way of a Common Unit distribution or Common Unit
split, in connection with a Common Unit contribution or in connection with any
recapitalization, merger, consolidation or other reorganization.

                                    ARTICLE 2
                               REGISTRATION RIGHTS

         Section 2.1 Demand Registrations of HHI Holders.

                  (a)      General. Subject to the restrictions on demand
registrations set forth in Section 2.1(g) hereof, upon the written request of
any of the HHI Holders that the Issuer effect the registration under the
Securities Act of not less than 500,000 HHI Registrable Units (or, if the HHI
Holders collectively own less than 500,000 HHI Registrable Units, not less than
250,000 HHI Registrable Units; (as such numbers are appropriately adjusted to
reflect any Unit split, Unit dividend or Unit combination) and specifying the
intended method of disposition thereof, which request may be submitted at any
time commencing on or after the Effective Time, the Issuer will give prompt
written notice of such request to all other Holders and to all other Persons, if
any, who have contractual rights to request that any of their shares of Units be
piggybacked onto any registration form proposed to be used to register the
Registrable Units so requested by such HHI Holder(s), and thereupon the Issuer
will, subject to the provisions of this Agreement, use its reasonable commercial
efforts to include in the registration under the Securities Act the following:

                           (i)      the HHI Registrable Units which such HHI
Holder(s) have requested the Issuer to register pursuant to the request made in
accordance with the provisions above; and

                           (ii)     all other HHI Registrable Units which the
Holders thereof have requested in writing that the Issuer register, provided,
that such request (A) specifies the intended method of disposition of such
Registrable Units and (B) is given to the Issuer within 15 days after the
receipt of the aforesaid written notice by the Issuer;

                           (iii)    all other Registrable Units which the other
Holders have requested in writing that the Issuer register, provided, that such
request (A) specifies the intended method of disposition of such Registrable
Units and (B) is given to the Issuer within 15 days after the receipt of the
aforesaid written notice by the Issuer; and, provided further, that the other
Holders shall have no right to include other Registrable Units in the
registration if such registration is the first HHI Demand Registration; and

                           (iv)     all other Units which Persons having
contractual registration rights with respect to such Units have requested in
writing that the Issuer register, provided, that such

Unitholder Rights Agreement        6

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request (A) specifies the intended method of disposition of such Units and (B)
is given to the Issuer within 15 days after the receipt of the aforesaid written
notice by the Issuer;

all to the extent requisite to permit the intended disposition of the HHI
Registrable Units and other Units of the Issuer to be so registered; provided,
however, that the aggregate maximum number of HHI Registrable Units that the
Issuer shall be obligated to register pursuant to any individual registration
requested pursuant to this Section 2.1(a) (referred to herein as a "HHI Demand
Registration") shall be 1,000,000 Common Units (as such number is appropriately
adjusted to reflect any Unit split, Unit dividend or Unit combination)(the "HHI
Maximum Demand Registration Quantity").

                  (b)      Number of Demand Registrations. Subject to the
provisions of Section 2.1(a) hereof, the HHI Holders shall be entitled to
request a total of three Demand Registrations; provided, that the HHI Holders
shall not be entitled to request a HHI Demand Registration pursuant to Section
2.1(a) more than once in any 12-month period; and further provided, that if
NewLP (or its successor(s) or assign(s)) succeeds to ownership of any of the HHI
Registrable Units pursuant to the Pledge Agreement, NewLP (or its successor(s)
or assign(s), as the case may be) shall have the right as an HHI Holder to
request a total of two Demand Registrations (provided that any request pursuant
to this proviso by NewLP (or its successor(s) or assign(s)) shall,
notwithstanding any other provision of this Agreement, not be subject to any
maximum number of Common Units and not more than one such Demand Registration
may be requested in any 12-month period.

                  (c)      Registration of Other Securities. Whenever the Issuer
shall effect a HHI Demand Registration pursuant to Section 2.1(a) hereof in
connection with a proposed underwritten offering of HHI Registrable Units owned
by any of the HHI Holders, no securities other than Common Units shall be
included among the securities covered by such registration unless (i) the
managing underwriter(s) of such offering shall have advised the Issuer in
writing that the inclusion of such other securities would not adversely affect
the marketing of the HHI Registrable Units requested to be included therein
pursuant to clauses (i) and (ii) of Section 2.1(a) or (ii) any HHI Holder(s)
requesting such registration shall have consented in writing to the inclusion of
such other securities.

                  (d)      Registration Statement Form. An HHI Demand
Registration shall be on such appropriate registration form of the Commission
(i) as shall be selected by the Issuer and shall be acceptable to the HHI
Holders and (ii) as shall permit the disposition of such HHI Registrable Units
in accordance with the intended method or methods of disposition specified in
the HHI Holders' request for such registration, which may include a filing
subject to Rule 415. The Issuer agrees to include in any such registration
statement all information with respect to the HHI Holders that, in the opinion
of counsel to the HHI Holders or counsel to the Issuer, is required to be
included.

                  (e)      Effective Registration Statement. A registration
requested pursuant to Section 2.1(a) hereof shall not be deemed to have been
effected and will not be considered a HHI Demand Registration which may be
requested pursuant to this Agreement if (i) a registration statement with
respect thereto has not become effective under the Securities Act or if the
request for the HHI Demand Registration is withdrawn prior to effectiveness,
(ii) after it has become

Unitholder Rights Agreement        7

<PAGE>

effective, either (A) it does not remain effective for a period of at least 90
days (unless the HHI Registrable Units registered thereunder have been sold or
disposed of prior to the expiration of such 90-day period) or (B) such
registration is interfered with by any stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason and has not thereafter become effective (iii) the conditions to closing
specified in any underwriting agreement entered into in connection with such
registration are not satisfied or waived other than solely by reason of the
failure or refusal of any HHI Holder to satisfy or perform a condition to such
closing or (iv) the HHI Holder(s) are not able to register all of the HHI
Registrable Units requested to be included in such HHI Demand Registration in
compliance with the provisions of Section 2.1(a) or Section 2.1(b). In any
event, the Issuer shall pay all Registration Expenses (as defined below) in
connection with any such registration initiated but deemed not effected in
accordance with the immediately preceding sentence.

                  (f)      Priority on Demand Registrations. With respect to any
HHI Demand Registration that is proposed to involve an underwritten offering as
the intended method of disposition of HHI Registrable Units as specified in the
request for such registration, if the managing underwriter(s) of such proposed
underwritten offering advise the Issuer in writing that in their opinion the
number of Units proposed to be included in any such proposed underwritten
offering exceeds the number of Units which can reasonably be underwritten and
sold in such offering without adversely affecting the marketing of the HHI
Registrable Units requested to be included therein pursuant to clauses (i) and
(ii) of Section 2.1(a) (taking into account the intended method of disposition,
the quantity of HHI Registrable Units requested to be included in such
registration by the HHI Holder(s), the proposed timing of such offering and such
other factors as such managing underwriter(s) deem appropriate), the Issuer
shall advise the HHI Holders of the underwriters' advice and, if the Persons who
requested registration under clauses (i) and (ii) of Section 2.1(a) elect to
proceed with the offering, the Issuer shall include in such registration only
the number of Units, if any, held by parties other than the HHI Holders which in
the opinion of such managing underwriter(s) can be reasonably underwritten and
sold without adversely affecting the marketing of the HHI Registrable Units, and
such number of Units shall be allocated among the HHI Holders, the other Holders
and such other Persons requesting registration of their Units pursuant to
contractual registration rights so as to include (i) first, the HHI Registrable
Units requested to be included therein by any of the HHI Holders up to but not
to exceed the HHI Maximum Demand Registration Quantity (allocated among all HHI
Holders requesting to include HHI Registrable Units in such registration in
proportion, as nearly as practicable, to the number of HHI Registrable Units
requested by each such Person to be included in such registration; (ii) second,
if any Person entitled to "piggyback" registration rights under the 2000
Registration Rights Agreement has requested to include Units in such
registration pursuant to clause (iv) of Section 2.1(a), the Units so requested
to be included; (iii) third, the Registrable Units requested to be included in
such registration pursuant to clause (iii) of Section 2.1(a) (allocated among
all such Holders requesting to include Registrable Units in the registration in
proportion, as nearly as practicable, to the number of Registrable Units
requested by each such Holder to be included in such registration); and (iv)
fourth, other Units requested to be included in such registration pursuant to
clause (iv) of Section 2.1(a) (allocated among all Persons requesting to include
Units in the registration in proportion, as nearly as practicable, to the number
of Units requested by each such Person to be included in such registration).

Unitholder Rights Agreement        8

<PAGE>

                  (g)      Restrictions on Demand Registrations. The Issuer may
postpone (such postponement is referred to herein as a "HHI Permitted
Interruption") for a reasonable period of time (not to exceed 90 days in any
12-month period) the filing or the effectiveness of a registration statement for
a HHI Demand Registration (including a "shelf" registration statement filed on
Form S-3 in conjunction with Rule 415) if, at the time it receives a request for
such registration (i) the Issuer is conducting or is about to conduct an
offering of Units and the Issuer is advised by the investment banking firm
engaged by the Issuer to conduct the offering that such offering would be
affected adversely by the registration so demanded and the Issuer furnishes an
Officer's Certificate to that effect or (ii) the General Partner shall determine
in good faith that such offering will interfere with a pending or contemplated
financing, merger, acquisition, sale of assets, recapitalization or other
similar corporate action of the Issuer and the Issuer furnishes an Officer's
Certificate to that effect. Until the expiration of such HHI Permitted
Interruption, the Issuer shall not file or permit the effectiveness of a
registration statement for a demand registration on behalf of Holders other than
the HHI Holders. After such HHI Permitted Interruption, the Issuer shall effect
such registration as promptly as practicable without further request from the
HHI Holders unless such request has been withdrawn.

                  (h)      Selection of Underwriters. The HHI Holders who have
requested a Demand Registration pursuant to clauses (i) and (ii) of Section
2.1(a), shall have the right to select such managing underwriter(s) as shall be
reasonably acceptable to the Issuer to administer the offering of the HHI
Registrable Units, as the case may be, for which an HHI Demand Registration is
requested. The HHI Holders shall, in their sole discretion, negotiate the terms
of the underwriters' fees and expenses, the underwriting discount and commission
and the transfer taxes.

         Section 2.2 Demand Registrations of Acquirer Holders.

                  (a)      General. Subject to the restrictions on demand
registrations set forth in Section 2.2(g) hereof, upon the written request of
the Acquirer Holders of not less than 50% of the Acquirer Registrable Units then
outstanding that the Issuer effect the registration under the Securities Act of
not less than 500,000 Acquirer Registrable Units (as such number is
appropriately adjusted to reflect any Unit split, Unit dividend or Unit
combination) and specifying the intended method of disposition thereof, which
request may be submitted at any time commencing on or after the Six Month
Anniversary, the Issuer will give prompt written notice of such request to all
other Holders and to all other Persons, if any, who have contractual rights to
request that any of their shares of Units be piggybacked onto any registration
form proposed to be used to register the Registrable Units so requested by the
Acquirer Holders, and thereupon the Issuer will, subject to the provisions of
this Agreement, use its reasonable commercial efforts to include in the
registration under the Securities Act the following:

                           (i)      the Acquirer Registrable Units which the
Acquirer Holders have requested the Issuer to register pursuant to the request
made in accordance with the provisions above;

                           (ii)     all other Acquirer Registrable Units which
the Acquirer Holders have requested in writing that the Issuer register,
provided, that such request (A) specifies the

Unitholder Rights Agreement        9

<PAGE>

intended method of disposition of such Acquirer Registrable Units and (B) is
given to the Issuer within 15 days after the receipt of the aforesaid written
notice by the Issuer;

                           (iii)    all other Registrable Units which the other
Holders have requested in writing that the Issuer register, provided, that such
request (A) specifies the intended method of disposition of such Acquirer
Registrable Units and (B) is given to the Issuer within 15 days after the
receipt of the aforesaid written notice by the Issuer; provided further, that
the other Holders shall have no right to include other Registrable Units in the
registration if such registration is the first Acquirer Demand Registration; and

                           (iv)     all other Units which Persons having
contractual registration rights with respect to such Units have requested in
writing that the Issuer register, provided, that such request (A) specifies the
intended method of disposition of such Units and (B) is given to the Issuer
within 15 days after the receipt of the aforesaid written notice by the Issuer;

all to the extent requisite to permit the intended disposition of the Acquirer
Registrable Units and other equity securities of the Issuer to be so registered;
provided, however, that the aggregate maximum number of Acquirer Registrable
Units that the Issuer shall be obligated to register pursuant to any
registration requested by the Acquirer Holders pursuant to this Section 2.2(a)
(referred to herein as a "Acquirer Demand Registration") shall be 1,000,000
Common Units (as such number is appropriately adjusted to reflect any Unit
split, Unit dividend or Unit combination) (the "Acquirer Maximum Demand
Registration Quantity").

                  (b)      Number of Demand Registrations. Subject to the
provisions of Section 2.2(a) hereof, the Acquirer Holders shall be entitled to
request three Demand Registrations; provided, that the Acquirer Holders shall
not be entitled to request an Acquirer Demand Registration pursuant to Section
2.2(a) more than once in any 12-month period.

                  (c)      Registration of Other Securities. Whenever the Issuer
shall effect an Acquirer Demand Registration pursuant to Section 2.2(a) hereof
in connection with a proposed underwritten offering of Acquirer Registrable
Units owned by Acquirer Holders, no securities other than Common Units shall be
included among the securities covered by such registration unless (i) the
managing underwriter(s) of such offering shall have advised the Issuer in
writing that the inclusion of such other securities would not adversely affect
the marketing of the Acquirer Registrable Units requested to be included therein
pursuant to clauses (i) and (ii) of Section 2.2(a) or (ii) the Acquirer Holders
shall have consented in writing to the inclusion of such other securities.

                  (d)      Registration Statement Form. An Acquirer Demand
Registration shall be on such appropriate registration form of the Commission
(i) as shall be selected by the Issuer and shall be acceptable to the Acquirer
Holders whose Acquirer Registrable Units are to be included therein and (ii) as
shall permit the disposition of such Acquirer Registrable Units in accordance
with the intended method or methods of disposition specified in the Acquirer
Holders' request for such registration, which may include a filing subject to
Rule 415. The Issuer agrees to include in any such registration statement all
information with respect to the Acquirer Holders whose Acquirer Registrable
Units are to be included therein that, in the opinion of counsel to the Acquirer
Holders or counsel to the Issuer, is required to be included.

Unitholder Rights Agreement        10

<PAGE>

                  (e)      Effective Registration Statement. A registration
requested pursuant to Section 2.2(a) hereof shall not be deemed to have been
effected and will not be considered a Acquirer Demand Registration which may be
requested pursuant to this Agreement if (i) a registration statement with
respect thereto has not become effective under the Securities Act or if the
request for the Acquirer Demand Registration is withdrawn prior to
effectiveness, (ii) after it has become effective, either (A) it does not remain
effective for a period of at least 90 days (unless the Acquirer Registrable
Units registered thereunder have been sold or disposed of prior to the
expiration of such 90-day period) or (B) such registration is interfered with by
any stop order, injunction or other order or requirement of the Commission or
other Governmental Authority or court for any reason and has not thereafter
become effective or (iii) the conditions to closing specified in any
underwriting agreement entered into in connection with such registration are not
satisfied or waived other than solely by reason of the failure or refusal of any
Acquirer Holder to satisfy or perform a condition to such closing. In any event,
the Issuer shall pay all Registration Expenses (as defined below) in connection
with any such registration initiated but deemed not effected in accordance with
the immediately preceding sentence.

                  (f)      Priority on Demand Registrations. With respect to any
Acquirer Demand Registration that is proposed to involve an underwritten
offering as the intended method of disposition of Acquirer Registrable Units as
specified in the Acquirer Holders' request, if the managing underwriter(s) of
such proposed underwritten offering advise the Issuer in writing that in their
opinion the number of Units proposed to be included in any such proposed
underwritten offering exceeds the number of Units which can reasonably be
underwritten and sold in such offering without adversely affecting the marketing
of the Acquirer Registrable Units requested to be included therein pursuant to
clauses (i) and (ii) of Section 2.2(a) (taking into account the intended method
of disposition, the quantity of Acquirer Registrable Units requested to be
included in such registration by the Acquirer Holders, the proposed timing of
such offering and such other factors as such managing underwriter(s) deem
appropriate), the Issuer shall advise the Acquirer Holders of the underwriters'
advice and, if the Acquirer Holders elect to proceed with the offering, the
Issuer shall include in such registration only the number of Units, if any, held
by parties other than the Acquirer Holders which in the opinion of such managing
underwriter(s) can be reasonably underwritten and sold without adversely
affecting the marketing of the Acquirer Registrable Units, and such number of
Units shall be allocated among the Acquirer Holders, the other Holders and such
other Persons requesting registration of their Units pursuant to contractual
registration rights so as to include (i) first, the Acquirer Registrable Units
requested to be included therein by the Acquirer Holders up to but not to exceed
the Acquirer Maximum Demand Registration Quantity (allocated among all Acquirer
Holders requesting to include Acquirer Registrable Units in the underwriting in
proportion, as nearly as practicable, to the number of Acquirer Registrable
Units requested by each such Acquirer Holder to be included in such
registration); (ii) second, if any Person entitled to "piggyback" registration
rights under the 2000 Registration Rights Agreement has requested to include
Units in such registration pursuant to clause (iv) of Section 2.2(a), the Units
so requested to be included; (iii) third, the Registrable Units requested to be
included in such registration pursuant to clause (iii) of Section 2.2(a)
(allocated among all such Holders requesting to include Registrable Units in the
registration in proportion, as nearly as practicable, to the number of
Registrable Units requested by each such Holder to be included in such
registration); and (iv) fourth, other Units requested to be included in such
registration pursuant to clause (iv) of Section 2.2(a) (allocated among all

Unitholder Rights Agreement       11

<PAGE>

Persons requesting to include Units in the underwriting in proportion, as nearly
as practicable, to the number of Units requested by each such Person to be
included in such registration).

                  (g)      Restrictions on Demand Registrations. The Issuer may
postpone (such postponement is referred to herein as an "Acquirer Permitted
Interruption") for a reasonable period of time the filing or the effectiveness
of a registration statement for an Acquirer Demand Registration (including a
"shelf" registration statement filed on Form S-3 in conjunction with Rule 415)
if, at the time it receives a request for such registration (i) the Issuer is
engaged in any active program for repurchase of Units and furnishes an Officer's
Certificate to that effect, (ii) the Issuer is conducting or is about to conduct
an offering of Units and the Issuer is advised by the investment banking firm
engaged by the Issuer to conduct the offering that such offering would be
affected adversely by the registration so demanded and the Issuer furnishes an
Officer's Certificate to that effect or (iii) the General Partner shall
determine in good faith that such offering will interfere with a pending or
contemplated financing, merger, acquisition, sale of assets, recapitalization or
other similar corporate action of the Issuer and the Issuer furnishes an
Officer's Certificate to that effect. Until the expiration of such Acquirer
Permitted Interruption, the Issuer shall not file or permit the effectiveness of
a registration statement for a demand registration on behalf of Holders other
than the Acquirer Holders. After such Acquirer Permitted Interruption, the
Issuer shall effect such registration as promptly as practicable without further
request from the Acquirer Holders unless such request has been withdrawn.

                  (h)      Selection of Underwriters. The Acquirer Holders who
have requested a Demand Registration pursuant to clauses (i) and (ii) of Section
2.21(a) shall have the right to select such managing underwriter(s) as shall be
reasonably acceptable to the Issuer to administer the offering of the Acquirer
Registrable Units for which an Acquirer Demand Registration is requested. The
Acquirer Holders shall, in their sole discretion, negotiate the terms of the
underwriters' fees and expenses, the underwriting discount and commission and
the transfer taxes.

         Section 2.3 Shelf Registration Rights of NewLP.

                  (a)      General. The Issuer shall cause its Registration
Statement on Form S-3 in conjunction with Rule 415 (Registration No.
333-107324), which was declared effective under the Securities Act by the
Commission on November 6, 2003 (the "Shelf Registration Statement"), to remain
effective at all times under the Securities Act for a period of at least 150
days after the Effective Time (unless the NewLP Common Units registered
thereunder have been sold or disposed of prior to the expiration of such 150-day
period), so that NewLP may utilize such Shelf Registration Statement with
respect to the NewLP Common Units (a "NewLP Shelf Registration").
Notwithstanding anything herein to the contrary, such 150-day period shall be
extended by the duration of each NewLP Permitted Interruption. As soon as
practicable following the 150th day (as same may be extended in accordance with
the immediately preceding sentence) after the Effective Time, the Issuer and
NewLP shall take such action as is necessary to cause the Shelf Registration
Statement to be amended to (i) withdraw the NewLP Common Units from the Shelf
Registration Statement and (ii) cause NewLP to cease to be a "selling
unitholder" thereunder, and NewLP shall have no further rights with respect to
registration of the NewLP Common Units by the Issuer under the Securities Act.

Unitholder Rights Agreement       12

<PAGE>

                  (b)      Restrictions on NewLP Registration. The Issuer may
postpone (such postponement is referred to herein as a "NewLP Permitted
Interruption") for a reasonable period of time (not to exceed 150 days in any
12-month period) the filing or the effectiveness of a registration statement or
any necessary supplement to the prospectus thereunder for a NewLP Shelf
Registration if, at the time it receives a request for such registration (i) the
Issuer is conducting or about to conduct an offering of Units and the Issuer is
advised by the investment banking firm engaged by the Issuer to conduct the
offering that such offering would be affected adversely by the registration so
demanded and the Issuer furnishes an Officer's Certificate to that effect or
(ii) the General Partner shall determine in good faith that such offering will
interfere with a pending or contemplated financing, merger, acquisition, sale of
assets, recapitalization or other similar corporate action of the Issuer and the
Issuer furnishes an Officer's Certificate to that effect. Until the expiration
of such NewLP Permitted Interruption, the Issuer shall not file or permit the
effectiveness of a registration statement for a demand registration on behalf of
Holders. After such NewLP Permitted Interruption, the Issuer shall effect such
registration as promptly as practicable without further request from NewLP
unless such request has been withdrawn.

         Section 2.4 Piggyback Registrations.

                  (a)      General. If, at any time commencing at the Effective
Time, (i) the Issuer proposes to register any Common Units for sale under the
Securities Act (including any registration of Common Units pursuant to the
exercise of contractual registration rights by Persons other than the Holders
but excluding registrations for Common Units to be issued in connection with any
employee benefit plan or a merger, consolidation or other business combination
registered on Form S-4 or Form S-8 (or any successor form thereto)) and (ii) the
registration form to be used may be used for the registration of Registrable
Units (a "Piggyback Registration"), the Issuer shall give prompt written notice
(in any event within 10 business days after its receipt of notice of any
exercise of other registration rights) to the Holders of its intention to effect
such a registration and shall include in such registration, subject to the
limitations set forth in this Section 2.4, all of the Registrable Units with
respect to which the Issuer receives from the Holders a written request for
inclusion therein within 10 days after the Holders' receipt of the Issuer's
notice (5 days if the Issuer gives telephonic notice to the Holders, with
written confirmation to follow promptly thereafter via overnight delivery,
stating that (i) such registration will be on Form S-3 (or any successor form)
and (ii) such shorter period of time is required because of a planned filing
date), which request shall specify the number of the Registrable Units proposed
to be disposed of by such Holder and the intended method of disposition thereof.
If the Issuer elects, prior to effectiveness, not to proceed with a primary
registration of its Common Units, it shall not be obligated to register any
Registrable Units.

                  (b)      Priority on Primary Registrations. If a Piggyback
Registration relates to an Issuer Registration and the managing underwriter(s)
of such offering advise the Issuer in writing that in their opinion the number
of Units requested to be included in such offering exceeds the number which can
reasonably be sold in such offering without adversely affecting the marketing of
the Units intended to be sold by the Issuer (taking into account the intended
method of disposition, the quantity of Units desired to be offered and sold by
the Issuer in such offering, the proposed timing of the offering and such other
factors as such managing underwriter(s) deem appropriate), then the Issuer shall
include in such registration only the

Unitholder Rights Agreement       13

<PAGE>

number of Units, if any, held by parties other than the Issuer which in the
opinion of such managing underwriter(s) can be reasonably underwritten and sold
without adversely affecting the marketing of the Units proposed to be sold by
the Issuer, and such number of Units shall be allocated among the Issuer, the
Holders and such other Persons requesting registration of their Units pursuant
to contractual registration rights so as to include (i) first, the Units that
the Issuer proposes to sell; (ii) second, in the event that any Person entitled
to "piggyback" registration rights under the 2000 Registration Rights Agreement
has requested to include Units in such registration pursuant to Section 2.4(a),
the Units so requested to be included; (iii) third, Registrable Units requested
to be included in such registration pursuant to Section 2.4(a) by the Holders
(with the Registrable Units to be so included in such registration to be
allocated among the Holders requesting to include their Registrable Units in
such proportion, as nearly as practicable, to the number of Registrable Units
requested by each such Holder to be included in such registration; (iv) fourth,
Units requested to be included in such registration by other Persons having
contractual registration rights (with Units allocated for purposes of this
clause (iv) among such other Persons in proportion, as nearly as practicable, to
the number of Units requested by each such person to be included in such
registration), and; (iv) among such other Persons in proportion, as nearly as
practicable, to the number of Units requested by each such Person to be included
in such registration). If the managing underwriter(s) of such offering
subsequently advises the Issuer in writing that the number of Units which can be
reasonably underwritten and sold without adversely affecting the marketing of
the Units intended to be sold by the Issuer exceeds the number of Units
initially included in the registration, the Issuer shall include in the
registration such number of additional Units that the managing underwriter(s)
advise can be reasonably underwritten and sold without adversely affecting the
marketing of the Units intended to be sold by the Issuer, and such additional
Units shall be allocated among the Issuer, the Holders and such other Persons
requesting registration of their Units in the same manner as specified above in
this Section 3(b) as if such additional Units had been included initially in the
registration.

                  (c)      Priority on Secondary Registrations. If a Piggyback
Registration relates to a proposed underwritten secondary offering of Units on
behalf of holders of the Issuer's securities other than the Holders and the
managing underwriter(s) of such offering advise the Issuer in writing that in
their opinion the number of securities requested to be included in such
registration exceeds the number which can reasonably be underwritten and sold in
such offering without adversely affecting the marketing of the Units proposed to
be sold by the Unitholders exercising demand registration rights (taking into
account the intended method of disposition, the quantity of Units desired to be
sold by such Unitholders in such offering, the proposed timing of such offering
and such other factors as such managing underwriter(s) deem appropriate), then
the Issuer shall include in such registration only the number of Units, if any,
held by parties other than the Unitholders of the Issuer exercising demand
registration rights which in the opinion of such managing underwriter(s) can be
reasonably underwritten and sold without adversely affecting the marketing of
the Units proposed to be sold by the Unitholders exercising demand registration
rights, and such number of Units shall be allocated among the Issuer, the
Holders and such other Persons requesting registration of their Units so as to
include (i) first, if such registration is being made on behalf of other
Unitholders of the Issuer exercising demand registration rights, then the
securities so requested to be included therein in accordance with such demand
registration rights; (ii) second, if any Person entitled to "piggyback"
registration rights under the 2000 Registration Rights Agreement has requested
to include Units in such registration

Unitholder Rights Agreement       14

<PAGE>

pursuant to Section 2.4(a), the Units so requested to be included; (iii) third,
Registrable Units requested to be included in such registration pursuant to
Section 2.4(a) by the Holders (with the Registrable Units to be so included in
such registration to be allocated among the Holders requesting to include their
Registrable Units in such proportion, as nearly as practicable, to the number of
Registrable Units requested by each such Holder to be included in such
registration), and; (iv) fourth, the Units requested to be included in such
registration by other Persons having contractual registration rights (with Units
allocated for purposes of this clause (iv) among such Persons in proportion, as
nearly as practicable, to the number of Units requested by each such Person to
be included in such registration). If the managing underwriter of such offering
subsequently advises the Issuer in writing that the number of Units which can be
sold exceeds the number of Units initially included in the registration, the
Issuer shall include in the registration such number of additional Units that
the managing underwriter(s) advise can be reasonably underwritten and sold
without adversely affecting the marketing of the Units proposed to be sold by
the Unitholders exercising demand registration rights, and such additional Units
shall be allocated among the Issuer, the Holders and such other Persons
requesting registration of their Units in the same manner as specified above in
this Section 2.4(c) as if such additional Units had been included initially in
the registration.

                  (d)      Other Registrations. If (i) the Issuer has previously
filed a registration statement with respect to any of the Registrable Units
pursuant to any of Sections 2.1(a), 2.2(a) or 2.3(a) hereof and (ii) such
previous registration has not been withdrawn or abandoned, the Issuer shall not
file or cause to be effective any other registration of any of its equity
securities or securities convertible or exchangeable into or exercisable for its
equity securities under the Securities Act (except on Form S-8 or S-4 or any
successor form), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least 90 days has elapsed from
the effective date of such previous registration; provided, however, that this
Section 2.4(d) shall not prohibit (i) the Issuer from filing a "shelf"
registration statement on Form S-3 in conjunction with Rule 415 (or any other
registration form that is available for use in conjunction with Rule 415) with
respect to offerings of securities from time to time under Rule 415 or (ii) the
Issuer or any selling Unitholder from making any offering of securities
thereunder, in either event during the 90-day period referred to above in this
Section 2.4(d).

                  (e)      Piggyback Not A Demand Registration. If the Holder's
participation in a registration is pursuant to a Piggyback Registration in
connection with an underwritten primary registration on behalf of the Issuer as
described in any of Section 2.4(a) hereof, then such participation by the
Holders shall not count as a Demand Registration of the Holders permitted under
Sections 2.1(a), 2.2(a) or 2.3(a) hereof.

Unitholder Rights Agreement       15

<PAGE>

         Section 2.5 General.

                  (a)      Holdback Agreements. Each of the Holders agrees not
to effect any public sale or public distribution of equity securities of the
Issuer, or any securities convertible into or exchangeable or exercisable for
equity securities of the Issuer, including, without limitation, sales pursuant
to Rule 144 (or any similar rule then in effect), during the 10 days prior to,
and the 90 days beginning on, the effective date of any Issuer Registration,
Demand Registration or any Piggyback Registration relating to an underwritten
offering in which Units or securities of the Issuer convertible into or
exchangeable for Common Units are included (except as part of such underwritten
registration) unless the underwriters managing the underwritten offering
otherwise agree.

                  (b)      Agreement by the Issuer. The Issuer agrees not to
effect any public sale or distribution of its equity securities, or any
securities convertible into or exchangeable or exercisable for its equity
securities, during the 10 days prior to and during the 90 days beginning on the
effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration in which shares of Registrable Units are included unless
the underwriters managing the registered public offering otherwise agree.

                  (c)      Registration Procedures. Whenever a Holder requests
registration pursuant to this Agreement, the Issuer shall use its reasonable
commercial efforts to effect the registration of Registrable Units for which
registration is requested in accordance with the intended method of disposition
thereof, and pursuant thereto the Issuer shall as expeditiously as possible:

                           (i)      prepare and file with the Commission a
registration statement with respect to such securities and use its reasonable
commercial efforts to cause such registration statement to become effective as
soon thereafter as possible;

                           (ii)     prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 90 days after such
registration statement has become effective under the Securities Act, provided,
that the Issuer shall have no obligation pursuant to this Agreement to maintain
the effectiveness of such registration statement after the sale of the
securities registered thereunder or after the 90th day following the date such
registration statement has become effective under the Securities Act (other than
a "shelf" registration statement filed on Form S-3, the effectiveness of which
shall be maintained until the earlier to occur of (A) the sale of the securities
requested thereunder and (B) the 365th day following the date such shelf
registration statement has become effective under the Securities Act, provided,
that if a Permitted Interruption prior to such date has lasted more than 45
days, then such date shall be extended by the number of days by which any
Permitted Interruption has lasted more than 45 days) the date the Holders of
Registrable Securities registered for sale thereunder agree that the
effectiveness need not be maintained), and shall comply with the provisions of
the Securities Act with respect to the disposition of all securities owned by
the Holder that are covered by such registration statement during such period in
accordance with the intended methods of disposition by the Holder;

Unitholder Rights Agreement       16

<PAGE>

                           (iii)    furnish to such Holder such number of copies
of such registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as the Holder may request in order to
facilitate the disposition of the shares of Registrable Units owned by such
Holder;

                           (iv)     use its reasonable commercial efforts to
register or qualify such shares of Registrable Units under such other securities
or Blue Sky Laws of such jurisdictions as such Holder reasonably requests
(provided, that the Issuer will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this sub-clause (iv), (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in such jurisdiction);

                           (v)      provide a transfer agent and registrar for
all such Registrable Units no later than the effective date of such registration
statement;

                           (vi)     obtain a "cold comfort" letter from the
Issuer's independent public accountants in customary form, covering such matters
of the type customarily covered by "cold comfort" letters delivered to
underwriters; and obtain an opinion of counsel for the Issuer in customary form,
covering such matters of the type customarily covered in opinions of legal
counsel delivered to underwriters;

                           (vii)    if underwriters are engaged in connection
with any registration referred to in this Agreement, the Issuer shall provide
indemnification, representations, covenants, opinions, and other assurances to
the underwriters in form and substance reasonably satisfactory to such
underwriter;

                           (viii)   notify such Holder and the managing
underwriters, if any, promptly, and (if requested by any such Person) confirm
such advice in writing, (A) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and, with respect to a registration
statement or any post-effective amendment, when the same has become effective,
(B) of any request by the Commission for amendments or supplements to a
registration statement or related prospectus or for additional information, (C)
of the issuance by the Commission of any stop order suspending the effectiveness
of a registration statement or the initiation of any proceedings for that
purpose, (D) of the receipt by the Issuer of any notification with respect to
the suspension of the qualification of any of the registrable securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, (E) of the happening of any event which requires the making of any
changes in a registration statement or related prospectus so that such documents
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, in light of the circumstances under which such
statements are made, and (F) of the Issuer's reasonable determination that a
post-effective amendment to a registration statement would be required;

                           (ix)     notify such Holder at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a

Unitholder Rights Agreement       17

<PAGE>

material fact or omits any fact necessary to make the statements therein not
misleading, in light of the circumstances under which such statements were made,
and, at the request of such Holder, the Issuer shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such shares such amended or supplemented prospectus shall not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;

                           (x)      if requested by the managing underwriters or
such Holder, incorporate in a prospectus supplement or post-effective amendment
such information as the managing underwriter(s) and such Holder agree should be
included therein relating to the sale and distribution of Registrable Units,
including, without limitation, information with respect to the number of
Registrable Units being sold to such underwriters, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the
underwritten (or best efforts underwritten) offering of the Registrable Units to
be sold in such offering; make all required filings of such prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
supplement or make amendments to any registration statement if requested by such
Holder or any underwriter of such shares;

                           (xi)     furnish to such Holder and each managing
underwriter, without charge, such signed copies of the registration statement or
statements and any post-effective amendment thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits (including those incorporated by reference) as such Holder or
managing underwriter may reasonably request;

                           (xii)    cooperate with such Holder and the managing
underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing shares to be sold and not bearing any restrictive
legends unless required by applicable law; and enable such shares to be in such
denominations and registered in such names as the managing underwriter(s) may
request at least two business days prior to any sale of shares to the
underwriters;

                           (xiii)   in the case of an underwritten offering,
enter into such customary agreements (including underwriting agreements in
customary form) and take all such other actions as such Holder or the
underwriter(s), if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable Units; and

                           (xiv)    make available for inspection by such
Holder, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Issuer, and cause the Issuer's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.

         Section 2.6 Issuer Reports. The Issuer shall timely file all reports
required to be filed by it under the Securities Act and the Exchange Act and the
General Rules and Regulations promulgated by the Commission thereunder, and take
such further reasonable action as may be

Unitholder Rights Agreement       18

<PAGE>

necessary or appropriate for the Issuer to use Form S-2 or S-3 (or any similar
registration form hereafter adopted by the Commission) to register the
Registrable Units for sale thereon.

         Section 2.7 Information To Be Furnished By The Holders. In connection
with any registration of Registrable Units hereunder, the Issuer may require the
Holder(s) whose securities are being registered to furnish the Issuer with such
information regarding such Holder and the distribution of such Registrable Units
as the Issuer may from time to time reasonably request in writing in order to
comply with the Securities Act. Each such Holder agrees to notify the Issuer as
promptly as practicable of any inaccuracy or change in information previously
furnished to the Issuer or of the occurrence of any event in either case as a
result of which any prospectus relating to such registration contains untrue
statements of a material fact regarding such Holder or the distribution of such
Registrable Units or omits to state any material fact regarding such Holder or
the distribution of such Registrable Units or omits to state any material fact
regarding such Holder or the distribution of such Registrable Units required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which such statements were made, and to
promptly furnish to the Issuer any additional information required to correct
and update any previously furnished information or required such that such
prospectus shall not contain, with respect to such Holder or the distribution of
such Registrable Units, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which such
statements are made.

         Section 2.8 Suspension Of Offering Pending Prospectus Supplement Or
Amendment. Each of the Holders agrees that, upon receipt of any notice from the
Issuer of the occurrence of any event of the kind described in Section
2.5(c)(viii)(B), (C), (D), (E) or (F) hereof, such Holder will forthwith
discontinue disposition of the Registrable Units covered by such registration
statement or prospectus until such Holder's receipt of the copies of the
supplemented or amended prospectus relating to such registration statement or
prospectus, or until it is advised in writing by the Issuer that the use of the
applicable prospectus may be resumed, and has received copies of any additional
or supplemental filings which are incorporated by reference in such prospectus,
and, if so directed by the Issuer, such Holder will deliver to the Issuer all
copies, other than permanent file copies then in such Holder's possession, of
the prospectus covering the Registrable Units current at the time of receipt of
such notice.

Unitholder Rights Agreement       19

<PAGE>

         Section 2.9 Registration Expenses.

                  (a)      General. All expenses incident to the Issuer's
performance and execution of Demand Registrations or Piggyback Registrations,
and the Issuer's performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, fees and expenses of
compliance with securities or Blue Sky Laws, expenses and fees for listing the
securities on the appropriate securities exchanges, all internal expenses, the
expense of any annual audit or quarterly review, printing expenses, messenger
and delivery expenses, fees and disbursements of counsel for the Issuer and all
independent certified public accountants (including the expenses of any special
audit and "cold comfort" letters required by or incident to such performance),
and fees and costs of underwriters (excluding discounts and commissions and fees
of underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Registrable Units) and other
Persons retained by the Issuer (all such expenses being herein called
"Registration Expenses"), shall be borne by the Issuer.

                  (b)      Payment for Holder Counsel Fees. In connection with
any Demand, Registration or Piggyback Registration, each of the Holders will be
responsible for the fees and disbursements of any law firm or law firms chosen
by such Holders to represent them.

                  (c)      Payment of Expenses by the Holders. Each of the
Holders agrees to pay the underwriters' fees and expenses, the underwriters'
discounts and commissions and the commissions and fees, if any, payable in
respect of selling brokers, dealer managers or similar securities industry
professionals, and transfer taxes allocable to the registration of such Holder's
securities so included in any Demand Registration or Piggyback Registration
pursuant to this Agreement.

         Section 2.10 Underwritten Offerings.

                  (a)      Underwriting Agreement. In any underwritten offering
by a Holder pursuant to a registration requested under any of Sections 2.1(a),
2.2(a) or 2.3(a) or 2.4(a) hereof, the Issuer shall enter into an underwriting
agreement which shall be reasonably satisfactory in form and substance to such
Holder and the underwriters and which shall contain representations, warranties
and agreements (including indemnification agreements to the effect and
consistent with that provided in Section 2.11 hereof) as are customarily
included by an issuer in underwriting agreements with respect to primary
distributions. Each of the Holders whose Registrable Units are included in any
registration shall be a party to such underwriting agreement and may, at its
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, the Issuer to and for the benefit of such
underwriters shall also be made to and for the benefit of such Holder and that
any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement be conditions precedent to the obligations of
such Holder.

                  (b)      Condition to Participation and Qualifications to
Obligations Under Registration Covenants. The obligations of the Issuer to use
its reasonable commercial efforts to cause the Registrable Units to be
registered under the Securities Act are subject to each of the conditions that
none of the Holders may participate in any underwritten offering hereunder

Unitholder Rights Agreement       20

<PAGE>

unless such Holder (a) agrees to sell the Registrable Units on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

         Section 2.11 Indemnification.

                  (a)      By the Issuer. In the event of any registration of
any Registrable Units under the Securities Act, the Issuer will, and hereby
does, indemnify and hold harmless, to the fullest extent permitted by law, each
Holder whose Registrable Units are included therein, its directors and officers,
each other Person who participates as an underwriter in the offering or sale of
such securities and each other Person, if any, who controls such seller or any
such underwriter within the meaning of the Securities Act, against any and all
losses, claims, damages, liabilities and expenses, joint or several, (or actions
or proceedings, whether commenced or threatened, in respect thereof) to which
they or any of them may become subject under the Securities Act or any other
statute or common law, including any amount paid in settlement of any
litigation, commenced or threatened, and to reimburse them for any legal or
other expenses incurred by them in connection with investigating any claims and
defending any actions, insofar as any such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement relating to the sale of such securities or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under Blue Sky or other securities laws or jurisdictions in which
the Registrable Units are offered ("Blue Sky Filing"), or the omission or
alleged omission to state therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading or (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, if used prior to the
effective date of such registration statement (unless such statement is
corrected in the final prospectus and the Issuer has previously furnished copies
thereof to each of such Holders and the underwriters), or contained in the final
prospectus (as amended or supplemented if the Issuer shall have filed with the
Commission, and furnished to such Holders and the underwriters of such offering
copies thereof, prior to the written confirmation of any sale to the Person
asserting liability, any amendment thereof or supplement thereto) if used within
the period during which the Issuer is required to keep the registration
statement to which such prospectus relates current, or the omission or alleged
omission to state therein (if so used) a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the indemnification agreement
contained herein shall not (i) apply to such losses, claims, damages,
liabilities, expenses or actions arising out of, or based upon, any such untrue
statement or alleged untrue statement, or any such omission or alleged omission,
if such statement or omission was made in reliance upon and in conformity with
information furnished to the Issuer by any of the Holders or such underwriter
specifically for use in connection with preparation of the registration
statement, any preliminary prospectus or final prospectus contained in the
registration statement, any such amendment or supplement thereto or any Blue Sky
Filing or (ii) inure to the benefit of any underwriter or any Person controlling
such underwriter, to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of such Person's
failure to send or give a copy of the final prospectus, as the same may be then

Unitholder Rights Agreement       21

<PAGE>

supplemented or amended, to the Person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Units to such Person if such statement
or omission was corrected in such final prospectus. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such seller or any such director, officer or controlling Person and shall
survive the transfer of such securities by such seller.

                  (b)      By the Holders. The Issuer may require, as a
condition to including any Registrable Units in any registration statement filed
pursuant to any of Sections 2.1, 2.2, 2.3 or 2.4 hereof, that the Issuer shall
have received an undertaking satisfactory to it from each of the Holders whose
Registrable Units are to be included therein, to indemnify and hold harmless (in
the same manner and to the same extent as set forth in Section 2.11(a) hereof)
the Issuer, its General Partner, each director of the General Partner, each
officer of the General Partner and each other Person, if any, who controls the
Issuer within the meaning of the Securities Act, with respect to any untrue
statement or alleged untrue statement in, or omission or alleged omission from,
such registration statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with information furnished
to the Issuer by such Holder specifically for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, amendment or
supplement. Such indemnity shall remain in full force and effect, regardless of
any investigation made by or on behalf of the Issuer or any such director,
officer or controlling Person and shall survive the transfer of such securities
by such seller.

                  (c)      Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Sections 2.11(a) or 2.11(b) hereof, such
indemnified party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action, provided, that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under Sections 2.11(a) or 2.11(b) hereof, as the case may be, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
the indemnifying party shall be entitled to participate in and, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. In the event that
the indemnifying party advises an indemnified party that it will contest a claim
for indemnification hereunder, or fails, within 30 days of receipt of any
indemnification notice to notify, in writing, such Person of its election to
defend, settle or compromise, at its sole cost and expense, any action,
proceeding or claim (or discontinues its defense at any time after it commences
such defense), then the indemnified party may, at its option, defend, settle or
otherwise compromise or pay such action or claim. In any event, unless and until
the indemnifying party elects in writing to assume and does so assume the
defense of any such claim, proceeding or action, the indemnified party's costs
and expenses arising out of the

Unitholder Rights Agreement       22

<PAGE>

defense, settlement or compromise of any such action, claim or proceeding shall
be losses subject to indemnification hereunder. The indemnified party shall
cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the
indemnified party which relates to such action or claim. The indemnifying party
shall keep the indemnified party fully apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. If the
indemnifying party elects to defend any such action or claim, then the
indemnified party shall be entitled to participate in such defense with counsel
of its choice at its sole cost and expense. If the indemnifying party does not
assume such defense, the indemnified party shall keep the indemnifying party
apprised at all times as to the status of the defense; provided, however, that
the failure to keep the indemnifying party so informed shall not affect the
obligations of the indemnifying party hereunder. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

                  (d)      Contribution. If the indemnification provided for in
or pursuant to Sections 2.11(a) or 2.11(b) hereof is due in accordance with the
terms thereof, but is held by a court to be unavailable or unenforceable in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified Person as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses as well as the relative benefits
received by the indemnifying party on the one hand and of the relative benefits
of the indemnified party on the other hand. The relative fault of the
indemnifying party on the one hand and of the indemnified Person on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party, by such party's relative intent, knowledge,
access to information and opportunity to correct or prevent such statement, or
omission. The relative benefits of the indemnifying party and the indemnified
party shall be determined by reference to, among other things, the net proceeds
received by each such party from the offering and sale of Units.

                                    ARTICLE 3
                  EXCLUSIVITY AND WAIVER OF REGISTRATION RIGHTS

         NewLP hereby acknowledges and agrees that the rights granted to NewLP
pursuant to this Agreement are the sole and exclusive rights of NewLP with
respect to the registration of NewLP Common Units and HHI Registrable Units. If
NewLP succeeds to ownership of any of the HHI Registrable Units pursuant to the
terms of the Pledge Agreement, Acquirer hereby agrees to waive and relinquish,
for itself and on behalf of their Affiliates, all rights of Acquirer

Unitholder Rights Agreement       23

<PAGE>

and their Affiliates under Section 7.13 of the Partnership Agreement and this
Agreement until such time as the Pledged Units are no longer HHI Registrable
Units.

                                    ARTICLE 4
                    EFFECTIVE TIME AND TERM OF THIS AGREEMENT

         This Agreement will be effective for all purposes as of the closing of
the transactions effected pursuant to the Contribution Agreement (the "Effective
Time") and will continue in full force and effect until the first to occur of
(i) the fifth anniversary of the Effective Time and (ii) the date that all of
the Holders shall have sold or otherwise disposed of all right, title and
interest in their Registrable Units in compliance with applicable law and the
applicable terms and provisions of this Agreement, provided, however, that no
such termination shall affect the waiver under Article 3 hereof which shall
continue in full force and effect thereafter. This Agreement will terminate and
be of no further force or effect upon any termination of the Contribution
Agreement.

                                    ARTICLE 5
                                  MISCELLANEOUS

         Section 5.1 Specific Enforcement. Each party acknowledges and agrees
that the other party could be irreparably damaged in the event any of the
provisions of this Agreement were not performed by the party required to perform
the same in accordance with their specific terms or were otherwise breached.
Each party accordingly agrees that the other party shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to specifically enforce the terms and provisions thereof in any
court of the United States or any state thereof having jurisdiction, in addition
to any remedy to which a party may be entitled at law or equity.

         Section 5.2 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions shall remain in full force and effect and shall in no
way be affected, impaired or invalidated. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, void or unenforceable.

         Section 5.3 Amendments. This Agreement contains the entire
understanding of the parties with respect to the registration of Registrable
Units, and may be amended only by an agreement in writing signed by (i) the
Issuer, (ii) if any HHI Registrable Units then remain outstanding, a majority of
the HHI Registrable Units and (iii) if any Acquirer Registrable Units then
remain outstanding, a majority of the Acquirer Registrable Units. The provisions
of Section 2.3 of this Agreement may be amended only by an agreement signed in
writing by the Issuer and NewLP. Notwithstanding the consent requirements set
forth in the previous sentence, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Units whose securities are being sold pursuant
to a registration statement and that does not directly or indirectly affect,
impair, limit or compromise the rights of other Holders of Registrable Units may
be given by Holders of at least a majority in

Unitholder Rights Agreement       24

<PAGE>

aggregate number of the Registrable Units being tendered or being sold by such
Holders pursuant to such registration statement and, provided further, that no
such modification, amendment or waiver under this sentence may treat any Holder
more adversely than any other Holder without such Holder's written consent.

         Section 5.4 Descriptive Headings. Descriptive headings are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.

         Section 5.5 Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by one or more parties
hereto and each such executed counterpart shall be, and shall be deemed to be,
an original instrument.

         Section 5.6 Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal process in
regard hereto shall be validly given, made or served, if in writing and
delivered personally, by facsimile transmission (except for legal process) or
sent by registered mail, postage prepaid, to the Holders at the addresses set
forth on the signature pages hereto (or at such other addresses as shall be
specified by any such Holder by like notice) or to any of the other Parties at
the addresses (or at such other addresses as shall be specified by the Parties
by like notice) set forth below:

                  (a)      If to NewLP:

                           TAAP LP

                           ___________________________________
                           ___________________________________
                           Attention:___________________________
                           Facsimile:___________________________

                           with a copy to

                           Andrews Kurth LLP
                           600 Travis Street
                           Suite 4200
                           Houston, Texas 77002
                           Attention: G. Michael O'Leary
                           Facsimile: (713) 220-4285

                  (b)      If to Acquirer:

                           c/o ETC Holdings, LP
                           2838 Woodside Street
                           Dallas, Texas
                           Attention: Clay Kutch
                           Facsimile: (214) 981-0701

Unitholder Rights Agreement       25

<PAGE>

                           with a copy to:

                           Thompson & Knight L.L.P.
                           1700 Pacific Avenue
                           Suite 3300
                           Dallas, Texas 75201
                           Attention: Jeffrey A. Zlotky
                           Facsimile: (214) 969-1751

                  (c)      If to the Issuer or HHI:

                           Heritage Propane Partners, L.P.
                           8801 South Yale
                           Suite 310
                           Tulsa, Oklahoma 74137
                           (918) 492-7272
                           Attention: Michael Krimbill
                           Facsimile: (918) 493-7290

                           with a copy to:

                           Doerner, Saunders, Daniel & Anderson L.L.P.
                           320 South Boston Avenue
                           Suite 500
                           Tulsa, Oklahoma  74103
                           (918) 591-5207 Attention: Robert A.
                           Burk Facsimile: (918) 591-5360

                           and

                           Thompson & Knight L.L.P.
                           1700 Pacific Avenue
                           Suite 3300
                           Dallas, Texas 75201
                           Attention: Jeffrey A. Zlotky
                           Facsimile: (214) 969-1751

Notice given by facsimile shall be deemed delivered on the day the sender
receives facsimile confirmation that such notice was received at the facsimile
number of the addressee. Notice given by mail as set out above shall be deemed
delivered three days after the date the same is postmarked.

         Section 5.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF

Unitholder Rights Agreement       26

<PAGE>

THE STATE OR FEDERAL COURTS OF THE STATE OF TEXAS IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

         Section 5.8 Successors And Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent holders of the Registrable Units; provided,
however, that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Units in violation of the terms hereof or
any other agreement to which the parties may be subject; and provided further,
that Holders of Registrable Units may not assign their rights under this
Agreement except in connection with a transfer of Registrable Units and then
only insofar as relates to such Registrable Units. If any transferee of any
Holder shall acquire Registrable Units, in any manner, whether by operation of
law or otherwise, such Registrable Units shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Units, such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, and such Person shall be
entitled to receive the benefits hereof. If NewLP (or any of its successor(s) or
assign(s)) succeeds to ownership of any of the HHI Registrable Units pursuant to
the terms of the Pledge Agreement, HHI shall concurrently with the succession by
NewLP (or such successor(s) or assign(s)) to ownership of such HHI Registrable
Units be deemed to have assigned to NewLP (or such successor(s) or assign(s), as
the case may be) its rights under this Agreement with respect to the Pledged
Units then owned by NewLP pursuant to the terms of the Pledge Agreement and such
units shall continue to be "HHI Registrable Units" and NewLP (or such
successor(s) or assign(s), as the case may be) shall be an "HHI Holder" for all
purposes under this Agreement as if it were originally named an HHI Holder
herein.

         Section 5.9 Entire Agreement. This Agreement, together with the
schedules and exhibits hereto, constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements, both written and oral, among the parties hereto with respect
to the subject matter hereof.

Unitholder Rights Agreement       27
<PAGE>

         IN WITNESS WHEREOF, the Issuer and HHI have caused this Agreement to be
duly executed by their respective officers, each of whom is duly and validly
authorized and empowered, all as of the day and year first above written.

                                    HERITAGE PROPANE PARTNERS, L.P.

                                    By: U.S. PROPANE, L.P.
                                        ITS GENERAL PARTNER

                                    By: U.S. PROPANE, L.L.C.
                                        ITS GENERAL PARTNER

                                    By:___________________________________
                                        Name:
                                        Title:

                                    HERITAGE HOLDINGS, INC.

                                    By:___________________________________
                                        Name:
                                        Title:

                                    TAAP LP

                                    By: TAAP GP LLC
                                        ITS GENERAL PARTNER

                                    By:___________________________________
                                        Name:
                                        Title:

                                    LA GRANGE ENERGY, L.P.

                                    By: LE GP, LLC
                                        ITS GENERAL PARTNER

                                    By:___________________________________
                                        Name:
                                        Title:

Unitholder Rights Agreement